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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-5424
deltacra01a01a01a02a58.jpg
DELTA AIR LINES, INC.
(Exact name of registrant as specified in its charter)
Delaware58-0218548
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
Post Office Box 20706
Atlanta, Georgia
30320-6001
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (404) 715-2600
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.0001 per shareDALNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☑Accelerated filer ☐Non-accelerated filer☐
Smaller reporting company☐Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024 was approximately $30.6 billion.
On January 31, 2025, there were outstanding 645,962,006 shares of the registrant's common stock.
This document is also available on our website at http://ir.delta.com/.
Documents Incorporated By Reference
Part III of this Form 10-K incorporates by reference certain information from the registrant's definitive Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission.


Table of Contents
Page
PART I
PART II
PART III


Page
INDEPENDENCE
PART IV



Unless otherwise indicated or the context otherwise requires, the terms "Delta," "we," "us," and "our" refer to Delta Air Lines, Inc. and its subsidiaries.

FORWARD-LOOKING STATEMENTS

Statements in this Form 10-K (or otherwise made by us or on our behalf) that are not historical facts, including statements about our estimates, expectations, beliefs, intentions, projections or strategies for the future, may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. Known material risk factors applicable to Delta are described in "Risk Factors Relating to Delta" and "Risk Factors Relating to the Airline Industry" in "Item 1A. Risk Factors" of this Form 10-K, other than risks that could apply to any issuer or offering. All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report.
Delta Air Lines, Inc. | 2024 Form 10-K
1
Item 1. Business
Part I

ITEM 1. BUSINESS

General

As a global airline based in the United States, we connect customers across our expansive global network with a commitment to ensuring that the future of travel is connected, personalized and enjoyable. In 2024, we served over 200 million customers safely, reliably and with industry-leading customer service innovation.

Competitive Advantages and Brand Strength

In 2024, we continued to differentiate Delta from the industry and to invest in the durability of our competitive advantages. These enduring competitive advantages that support our trusted consumer brand include our people and culture, operational reliability, global network, customer loyalty and financial foundation.

People and Culture

The Delta people and culture are our strongest competitive advantage. Our more than 100,000 employees provide world-class travel experiences for our customers and best-in-class service. We believe that Delta's brand transcends the industry, powered by our people's outstanding work and passion for serving our customers. In 2024, Delta was recognized as the world's No. 11 Most Admired Company as ranked by FORTUNE, and was ranked No. 13 in the U.S. on Glassdoor's Best Places to Work list.

Our industry-leading profit sharing program directly aligns our employees' interests with the company's long-term success and for 2024, we are rewarding them with $1.4 billion in profit sharing payments. The company also maintains a Shared Rewards program to incentivize operational performance, and our employees earned $86 million under this program in 2024.

Operational Reliability

We remain committed to industry-leading reliability as the foundation for our brand promise and efficiency. We are consistently among the industry's best performers, delivering the best on-time arrival and completion factor among our network carrier peers in 2024. In recognition of our unwavering commitment to operational performance, we were honored for the fourth consecutive year with the Cirium Platinum Award for global operational excellence in January 2025 and named the most on-time airline in North America. The Wall Street Journal named us the top airline of 2024 among the nine major U.S. airlines in its annual airline scorecard for the fourth consecutive year, leading the industry in on-time arrivals and fewest involuntary denied boardings.

Global Network

We and our alliance partners collectively serve over 120 countries and territories and over 800 destinations around the world. At the end of 2024, we offered up to 5,000 peak-day flights to more than 290 destinations on six continents.

Our domestic network is centered around core hubs in Atlanta, Detroit, Minneapolis-St. Paul and Salt Lake City. Core hubs have strong local passenger share, a high penetration of customers loyal to Delta, a competitive cost position and strong margins. Core hub positions complement coastal hub positions in Boston, Los Angeles, New York-LaGuardia, New York-JFK and Seattle. Coastal hubs provide a strong presence in large revenue markets and enable growth in premium products and international service.

In 2024, we focused on increasing flights at our core hubs while improving the efficiency of our operations in our coastal hubs. We continue to leverage our coastal gateways and strategic relationships with international airline partners to further expand our international service.

Delta Air Lines, Inc. | 2024 Form 10-K
2
Item 1. Business
Internationally, we seek to bring more choice to customers through innovative alliances with Aeroméxico, Air France-KLM, China Eastern, LATAM Airlines Group S.A. ("LATAM"), Korean Air and Virgin Atlantic. We operate significant hubs in, or have market presence in the key cities of, Amsterdam, Bogota, Lima, London-Heathrow, Mexico City, Paris-Charles de Gaulle, Santiago (Chile), Sao Paulo, Seoul-Incheon and Tokyo. Our strategic relationships with international airlines are an important part of our business as they improve our access to markets around the world and enable us to provide customers a more seamless global travel experience across our alliance network. The most significant of these arrangements are commercial joint ventures or cooperation agreements that include joint sales and marketing coordination, co-location of airport facilities and other commercial cooperation arrangements. In some cases, we have reinforced strategic alliances through equity investments where we have the opportunity to create deep relationships and maximize commercial cooperation.

Our global network is supported by a fleet of 1,292 aircraft as of December 31, 2024 that are varied in size and capabilities, giving us flexibility to adjust aircraft to the network. We are continuing to refresh our fleet by acquiring new and more fuel-efficient aircraft with increased premium seating and cargo capacity to replace retiring aircraft, while modifying our existing aircraft cabins to increase premium offerings and harmonize interiors. Simultaneously, we continue on our multi-year journey of fleet simplification by replacing retiring aircraft with deliveries of next-generation aircraft. In 2024, we took delivery of 38 aircraft, including A321neos, A220-300s, A330-900s and A350-900 aircraft.

Customer Loyalty

With operational excellence, best-in-class service and commitment to our customers, we have continued to earn our customers' trust and preference by delivering the "Delta Difference." We continue to invest in elevated customer experiences through generational airport investments, including new Delta One Lounges and Delta Sky Clubs in key markets, and innovative technology initiatives such as Delta Sync to deliver seamless, personalized experiences at scale. We believe our continued investment in customer service and experience, operations, product, airports and technology has shaped customer perception of our brand leading to improvements in our domestic net promoter scores and increased customer loyalty. In 2024, various outlets recognized Delta as a trusted consumer brand, including:

•Recognized as the 2024 Airline of the Year by aviation publication Air Transport World.

•Named Best U.S. Airline and topped five categories in the Forbes Travel Guide’s Luxury Air Travel Awards.

•Named the number one airline by corporate travel customers in the annual Business Travel News Airline Survey for the 14th year in a row and the number one U.S. airline by Condé Nast Traveler readers.

•Earned the number one spot on The Points Guy's list of best U.S. Airlines for the sixth year in a row.

Our award-winning SkyMiles program, discussed in further detail below, is designed to attract lifetime members and to grow customer loyalty by offering our customers a wide variety of benefits when traveling with us and our partners, and personalizing our engagement with them. We aim to increase the value of our program and to deepen customer engagement with Delta through a growing ecosystem of partnerships with premier brands and travel-adjacent experiences, extending the value of our SkyMiles currency beyond flight. We expect the increased value we provide customers to deliver high-margin revenue and resilient cash flows.

Financial Foundation

Over the past 15 years of consistent strategy, investment and execution, we have fundamentally transformed our business by investing in our people, our product and our reliability to alter the commodity-like nature of air travel and improve our financial foundation. We strive to continue achieving differentiated performance by delivering sustained value creation through margin expansion, durable earnings and free cash flow, and balance sheet strength.

Restoring the strength of our balance sheet and reducing debt remains a key financial priority. During 2024, we made approximately $4.0 billion in payments on debt and finance lease obligations. Recognizing our continued progression on debt reduction and improving financial results, we regained our investment grade rating from all three major rating agencies, marking a key financial milestone for Delta.
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Item 1. Business

We have diversified our business by growing high-margin revenue streams that leverage our competitive advantages, including:

•Our continued focus on our premium products (including Delta One®, First Class, Delta Premium Select and Delta Comfort+®) and customer segmentation, which has reduced our reliance on the most price sensitive customer segment.

•Our partnership with American Express, which provides us a co-brand revenue stream tied to broader consumer spending.

•Our Maintenance, Repair and Overhaul ("MRO") operation, where we are well-positioned for growth through contractual agreements with jet engine manufacturers, including three next-generation engine platforms.

•Our other complementary portfolio businesses, such as our cargo operations and Delta Vacations.

Our premium yield growth has significantly outpaced main cabin, with record paid load factors in premium cabin in 2024, as demand for premium products continues to grow. In 2024, we introduced aircraft with more premium seating and completed cabin modification programs to increase premium offerings.

SkyMiles Program

Our SkyMiles program provides members with the ability to earn mileage credits ("miles") when traveling on Delta, Delta Connection and our partner airlines. Miles may also be earned by using certain services offered by program partners, such as credit card, retail, ridesharing, car rental and hotel companies. To facilitate transactions with participating companies, we sell miles to non-airline businesses and other airlines.

Miles may be used toward award redemptions such as flights and upgrades on Delta, our regional carriers and other participating airlines as well as donations to specific charities and more. In 2024, 10% of revenue miles flown on Delta were from award travel, as program members redeemed miles in the loyalty program for approximately 30 million award tickets. Our most significant and valuable contract to sell miles relates to our co-brand credit card relationship with American Express. In 2024, remuneration from American Express totaled $7.4 billion, which we expect to grow to $10 billion over the long-term.

Innovative Investments in Technology

Our objective is to make technology a strategic differentiator. We continue to invest in technological improvements that enhance the customer experience, support our operations and empower our people. These investments include innovations to customer facing applications and improvements to infrastructure and technology architecture to unify and improve access to data sources. We believe this digital transformation enhances interactions with our customers and allows our people to deliver more personalized service, further enhancing the customer experience, strengthening our brand and driving revenue and efficiency.

Through the development of innovative new technologies, we provide our employees with greater tools to allow them to have more meaningful interactions with our customers and to serve them better. For our customers, we are making investments in the digital platforms on the ground and in the air. We continue to evolve the Fly Delta app into a digital travel concierge for our customers to offer convenient services on the day of travel and deliver thoughtful notifications to make their travel journeys more seamless. On the ground, we are investing to create a smoother and less stressful travel experience. Onboard the aircraft, we continue to invest in our in-flight entertainment and are expanding fast and free Wi-Fi for all customers through a free SkyMiles account, which is now on most domestic mainline flights with plans for full availability on international and regional aircraft. We also continue to innovate and enhance Delta Sync, which will enable the creation of more personalized experiences over the next several years. We continue to elevate the consumer experience across the travel journey and beyond, including through partnerships with leading brands, to broaden the Delta SkyMiles ecosystem and the range of benefits we provide to our members.

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Item 1. Business
Commercial Arrangements with Other Airlines

Joint Venture/Cooperation Agreements. We have implemented four separate joint venture or joint cooperation agreements with foreign carriers as described below. We have sought to reinforce these agreements through equity investments in those carriers. See Note 4 of the Notes to the Consolidated Financial Statements for additional information about our equity investments.

Each of our joint venture or cooperation arrangements provides for joint commercial cooperation with the relevant partner within the geographic scope of the arrangement, including the sharing of revenues and/or profits and losses generated by the parties on the joint venture routes, as well as joint marketing and sales, coordinated pricing and revenue management, network and schedule planning and other coordinated activities with respect to the parties' operations on joint venture routes. Our implemented commercial joint ventures/cooperation agreements consist of the following:

•A combined joint venture with Air France, KLM and Virgin Atlantic with respect to transatlantic traffic flows. In addition to the joint venture, we own a non-controlling 49% equity stake in Virgin Atlantic Limited, the parent company of Virgin Atlantic Airways, and a 3% ownership stake in the parent company of Air France and KLM.

•A joint cooperation agreement with Aeroméxico with respect to trans-border traffic flows between the U.S. and Mexico. In addition to the joint cooperation agreement, we currently own an approximately 20% equity stake in Grupo Aeroméxico, S.A.B. de C.V., the parent company of Aeroméxico.

•A joint venture agreement with LATAM with respect to traffic flows between North and South America, allowing our passengers to access more than 300 destinations between the United States/Canada and Brazil, Chile, Colombia, Ecuador, Paraguay, Peru and Uruguay. We currently own an approximately 10% equity stake in LATAM.

•A joint venture with Korean Air with respect to traffic flows between the United States and certain countries in Asia. In addition to the joint venture, we own just under 15% of the outstanding common stock of Hanjin-KAL, the largest shareholder of Korean Air.

Each of our joint venture or joint cooperation agreements described above has been approved and granted antitrust immunity from the U.S. Department of Transportation ("DOT"). The grant of antitrust immunity for our joint cooperation agreement with Aeroméxico is subject to a pending renewal application with the DOT, which was tentatively dismissed pursuant to an Order to Show Cause issued by the DOT on January 26, 2024. The existing immunity remains in effect pending final adjudication of the renewal application, the timing and outcome of which cannot be predicted at this time.

Enhanced Commercial Agreements with China Eastern. We own a 2% equity interest in China Eastern, with whom we have a strategic joint marketing and commercial cooperation arrangement covering traffic flows between China and the U.S., which includes reciprocal codesharing, loyalty program participation, airport lounge access and joint sales cooperation.

SkyTeam. We are a member of the SkyTeam global airline alliance. The other members of SkyTeam are Aerolíneas Argentinas, Aeroméxico, Air Europa (Spain), Air France, China Airlines, China Eastern, Garuda Indonesia, ITA Airways (formerly Alitalia), Kenya Airways, KLM, Korean Air, Middle East Airlines, SAS Scandinavian Airlines, Saudia, TAROM (Romania), Vietnam Airlines, Virgin Atlantic and Xiamen Airlines (China). Through alliance arrangements with other SkyTeam carriers, we are able to link our route network with those of the other member airlines, providing opportunities to increase connecting traffic while offering enhanced customer service through reciprocal codesharing and loyalty program participation, airport lounge access and cargo operations.

Other International Carriers. We also have marketing arrangements with other airlines to enhance our global network. These arrangements may include codesharing, reciprocal loyalty program benefits, shared or reciprocal access to passenger lounges, joint promotions, common use of airport gates and ticket counters, office co-location and other activities.

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Item 1. Business
Regional Carriers

We have air service agreements with domestic regional air carriers that feed traffic to our network by serving passengers primarily in small and medium-sized cities in the domestic market. These arrangements enable us to better match capacity with demand in these markets.

Through our regional carrier program, Delta Connection®, we have contractual arrangements with regional carriers to operate aircraft using our "DL" designator code. We currently have contractual arrangements with:

•Endeavor Air, Inc., a wholly owned subsidiary of ours ("Endeavor").

•Republic Airways, Inc.

•SkyWest Airlines, Inc. ("SkyWest Airlines").

Our contractual agreements with regional carriers are primarily capacity purchase arrangements, under which we control the scheduling, pricing, reservations, ticketing and seat inventories for the regional carriers' flights operating under our "DL" designator code. We are entitled to all ticket, cargo, mail, in-flight and ancillary revenues associated with the flights under these capacity purchase arrangements. We pay those airlines an amount, as defined in the applicable agreement, which is based on a determination of their cost of operating those flights and other factors intended to approximate market rates for those services. These capacity purchase agreements are long-term agreements, usually with initial terms of at least ten years, which grant us the option to extend the initial term. Certain of these agreements provide us the right to terminate the entire agreement, or in some cases remove some of the aircraft from the scope of the agreement, for convenience at certain future dates.

SkyWest Airlines operates some flights for us under a revenue proration agreement. This proration agreement establishes a fixed dollar or percentage division of revenues for tickets sold to passengers traveling on connecting flight itineraries.

Cargo

Through our global network, our cargo operations are able to connect the world’s major freight gateways. We generate cargo revenues in domestic and international markets through the use of cargo space on regularly scheduled passenger aircraft. We are a member of SkyTeam Cargo, an international airline cargo alliance with eight other airlines that offer a network spanning six continents, through which we provide global solutions to our customers by connecting our network with those partners. In 2024, cargo revenues were approximately $822 million.

Other Complementary Businesses

We have various other businesses arising from our airline operations, including the following:

•In addition to providing maintenance and engineering support for our fleet of 1,292 mainline and regional aircraft, our MRO operation, known as Delta TechOps, serves aviation and airline customers from around the world. With agreements to service multiple next-generation aircraft engines, Delta TechOps is positioned as a leading global service provider for state-of-the-art, more sustainable engines.

•Our vacation package subsidiary, Delta Vacations, provides elevated, all-in-one, customized and flexible vacation experiences designed for members of our SkyMiles program. Revenue allocated to Delta Vacations excludes flight revenue associated with vacation packages.

In 2024, the aggregate revenue from our MRO operation and Delta Vacations was approximately $770 million.

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Item 1. Business
Environmental Sustainability

We are pursuing a long-term strategy to achieve net-zero greenhouse gas emissions from our airline operations by 2050, with initiatives focused around three key themes: What We Fly, How We Fly, and the Fuel We Use. Throughout 2024, we continued to prioritize innovative measures to reduce emissions and other environmental impacts across our business.

What We Fly

•Fleet renewal and optimization: We continue to make our existing fleet more efficient as older aircraft are retired. Additions to our fleet since 2019, including 38 aircraft delivered in 2024, are on average 28% more fuel efficient per seat mile than aircraft retired since 2019. In addition to accepting deliveries of next-generation fleet types, we have also invested in retrofitting our existing fleet with updated technologies that optimize and reduce fuel consumption. Following the installation of split-scimitar winglets on our Boeing 737-900ER fleet in 2021, we expect to complete similar modifications on the Boeing 737-800 fleet by the end of 2025, an enhancement expected to drive over three million gallons of fuel savings annually. Cumulatively, fleet renewal and optimization efforts have led to a 6.6% improvement in fleet-wide fuel efficiency since 2019.

•Pursuing future aviation technologies: Our sustainability strategy aims to introduce revolutionary aircraft into our fleet. In 2024, we joined a collaborative project between Hartsfield-Jackson Atlanta International Airport, Airbus and Plug Power to assess the feasibility of hydrogen fueling at the world's busiest airport. This innovative project supplements previously announced partnerships with Boeing and NASA on their Sustainable Flight Demonstrator program, also known as the X-66, as well as our investment in Joby Aviation, which aims to pioneer home-to-airport transportation through electric, vertical takeoff and landing (eVTOL) technology.

How We Fly

•Aircraft operations: We achieved fuel savings through initiatives like enhanced routing and landing procedures, reductions to catering service weight and use of new engine cleaning technologies. In 2024, these fuel efficiency efforts allowed us to save approximately 44 million gallons of jet fuel in comparison to fuel consumption in 2019, based on our projected fuel usage had we not undertaken these initiatives.

•Plastic waste reduction: In late 2024, we began using a new paper cup on board international flights with plans to expand use across all domestic flights in the first half of 2025. Once fully implemented, the new paper cup will help eliminate nearly seven million pounds of single-use plastic on board annually.

•Ground operations: We continue to work with airport partners to drive fuel savings by limiting the use of aircraft Auxiliary Power Units (“APUs”) during ground operations. In 2024, we installed 30 new preconditioned air units at our Detroit and Minneapolis hubs, which serve as electric alternatives to APUs and do not require jet fuel.

The Fuel We Use

•Continued investment in sustainable aviation fuel ("SAF"): With approximately 90% of our carbon emissions coming from jet fuel, finding lower emissions fuel alternatives is critical to making progress toward net zero. SAF, which can be channeled to airports through existing fuel infrastructure, is central to reducing the lifecycle emissions from aviation fuel and is safe to use in current aircraft engines. However, SAF is currently produced in small quantities that do not meet the industry's growing demand and remains significantly more expensive than conventional jet fuel. Because SAF is not being produced at the scale needed, we continue to catalyze investment and stimulate SAF production by signing offtake agreements with various SAF producers. Under these agreements, we have contracted to purchase SAF when it is available, subject to certain conditions. In 2024, we used over 14 million gallons of SAF onboard our aircraft, a small fraction of our overall fuel consumption but more than four times our 2023 SAF utilization.

•Building coalitions for the future: We are a founding member of the Minnesota SAF Hub, a first-of-its-kind partnership among corporations seeking to collaborate on scaling SAF production. Our work with the Minnesota SAF Hub reached a key milestone in 2024, announcing the development of the first SAF blending facility in Minnesota, a collaboration between Delta and Flint Hills Resources, which is expected to blend up to 30 million gallons of SAF annually once fully operational. We continue to advocate for policy incentives to scale the SAF market, including as a founding member of Americans for Clean Aviation Fuels, a diverse coalition of the largest industrial sectors in America from farmers to fuel producers and aviation to agribusiness.

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Item 1. Business
The global aviation industry is viewed as a "hard-to-abate" sector, meaning it is innately difficult to decarbonize. Achieving our long-term goals will require substantial expansion of the SAF market, the adoption of new technologies, engagement from both internal and external stakeholders, as well as partnerships across industries to increase production of alternative fuels and help drive down costs.

Fuel

Our results of operations are significantly impacted by changes in the price and availability of aircraft fuel. We purchase most of our aircraft fuel under contracts that establish the price based on various market indices and therefore do not provide material protection against price increases or assure the availability of our fuel supplies. We also purchase aircraft fuel on the spot market, from offshore sources and under contracts that permit the refiners to set the price. We are currently able to obtain adequate supplies of aircraft fuel, including fuel produced by Monroe or procured through the exchange of gasoline, diesel and other refined petroleum products ("non-jet fuel products") the refinery produces, and crude oil for Monroe's operations.

The following table shows our aircraft fuel consumption and costs:

Fuel consumption and expense by year
Year
Gallons Consumed(1)
(in millions)
Cost(1)(2)
(in millions)
Average Price Per Gallon(1)(2)
Percentage of Total Operating Expense(1)(2)
20244,114 $10,566 $2.57 19 %
20233,926 $11,069 $2.82 21 %
20223,412 $11,482 $3.36 24 %
(1)Includes the operations of our regional carriers operating under capacity purchase agreements.
(2)Includes the impact of fuel hedge activity and refinery segment results.

Monroe Energy

Our Monroe subsidiaries operate the Trainer refinery and related logistics assets located near Philadelphia, Pennsylvania. The facilities include pipelines and terminal assets that allow the refinery to supply jet fuel to our airline operations throughout the Northeastern U.S., including our New York hubs at LaGuardia and JFK. These companies are distinct from us, operating under their own management teams and with their own boards. We own Monroe as part of our strategy to mitigate the cost of the refining margin reflected in the price of jet fuel, as well as to maintain sufficiency of supply to our New York operations.

Refinery Operations. The facility is capable of refining approximately 200,000 barrels of crude oil per day and sources domestic and foreign crude oil supply from a variety of providers.

Strategic Agreements. Monroe has agreements in place to exchange the non-jet fuel products the refinery produces with third parties for jet fuel consumed in our airline operations.

Environmental Sustainability. We are evaluating operational pathways for integrating Monroe into Delta's net zero future. Monroe’s sustainability ambitions include being one of the most energy efficient refineries in the country with the lowest energy intensity and greenhouse gas ("GHG") emissions on an absolute and per barrel basis. For example, Monroe continues the execution of its plan to replace steam-driven turbines that currently power pumps at the facility with more efficient and reliable electric motors, which will reduce the amount of steam required from the facility’s natural gas-fired boilers. The Monroe team also provides their expertise on refining, biofuels, and the challenges of scaling SAF regularly to the Delta team.

Fuel Hedging Program

Our derivative contracts to hedge the financial risk from changing fuel prices are related to Monroe’s inventory. We may utilize different contract and commodity types in this program and frequently test their economic effectiveness against our financial targets. We closely monitor the hedge portfolio and rebalance the portfolio based on market conditions, which may result in locking in gains or losses on hedge contracts prior to their settlement dates.


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Item 1. Business
Employee Matters

Human Capital and Commitment to Diversity, Equity and Inclusion

We believe that the Delta people and culture are our strongest competitive advantage, and the high-quality service that our employees provide sets us apart from other airlines. As of December 31, 2024, we had approximately 103,000 full-time employee equivalents, of which approximately 100,000 were based in the U.S.

Our principal human capital management objectives are to attract, retain and develop people who understand and are committed to delivering the "Delta Difference" that is core to our brand. To support these objectives, we have put in place programs that seek to:

•Reward our people through highly competitive total compensation designed to share Delta’s success with our employees who make it possible and promote teamwork and collaboration across the business.

•Achieve high performance by fostering our people’s holistic wellbeing including physical, emotional, social and financial wellbeing.

•Invest in employees’ professional development and support their community engagement efforts.

•Prepare our employees for key roles and future leadership positions through a variety of training and development programs.

•Enhance our culture through efforts aimed at making our workplace more engaging, equitable and inclusive for all employees.

The health and safety of our employees is foundational to achieving these objectives. Delta's Safety Management System is central to promoting a positive safety culture, proactively managing safety risk, and making investments to ensure a safe experience for our employees and customers.

Our commitment to diversity, equity and inclusion is critical to effective human capital management at Delta. Embedded in our business as a global airline is the belief that hiring the most qualified talent with diverse backgrounds and perspectives enables us to best serve our global customers, communities and each other. Our commitment to delivering experiences where all people feel seen, heard and valued continues – taking care of people in this way fosters innovation, talent retention, customer engagement and business growth. In our merit-based hiring and promotions, we seek highly qualified diverse talent internally and externally in an effort to achieve broader representation throughout our organization.

In addition, we are reviewing and revising systems, practices and policies in support of our commitment to diversity, equity and inclusion, with a focus on achieving equitable outcomes for all employees in our merit-based human capital management. Three key areas on which we are focused are (1) reinforcing our diverse talent pipeline by, among other things, seeking expanded hiring candidate slates and interview panels to reflect diverse backgrounds and experiences, (2) expanding our internal and external career pathways and leadership development opportunities, in part, by introducing a skills-first talent approach, which creates merit-based access to career opportunities by considering skills as equivalencies to education, and (3) working to ensure our senior leadership team reflects the diversity of backgrounds and experiences of our 100,000 employees by adopting recruitment strategies that seek qualified leadership candidates with diverse experiences, skills and perspectives and expanding leadership development programs to continue promoting from within.

We also believe that listening, engaging and connecting with employees furthers our human capital management objectives. We have historically done so primarily through our open-door policy, employee engagement groups and business resource groups, digital communication across all levels of the company, in-person events with senior management and company-wide and division-specific surveys to evaluate employee satisfaction.

We leverage business insights, strengthen employee satisfaction and offer educational and development opportunities to employees through our four employee engagement groups and our twelve employee resource groups, which we refer to as business resource groups, totaling membership of more than 40,000 as of December 31, 2024.

Members of senior management participate in regular company-wide town hall discussions with our employees and our senior executive leadership team regularly shares memos with all employees regarding our ongoing commitment to our people and our culture.

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We have also continued to conduct annual employee surveys to seek feedback on employee satisfaction, leadership effectiveness, our culture of safety, our wellbeing programs and our efforts to promote a diverse and inclusive workplace for all employees.

Collective Bargaining

As of December 31, 2024, approximately 20% of our full-time equivalent employees were represented by unions.

Domestic airline employees represented by collective bargaining agreements by group
Employee GroupApproximate Number of Employees RepresentedUnionDate on which Collective Bargaining Agreement Becomes Amendable
Delta Pilots17,380 ALPADecember 31, 2026
Delta Flight Superintendents (Dispatchers)(1)
500 PAFCANovember 1, 2024
Endeavor Pilots1,540 ALPAJanuary 1, 2029
Endeavor Flight Attendants
1,700 AFAMarch 31, 2027
(1)We are in discussions with representatives of PAFCA regarding terms of the collective bargaining agreement that became amendable on November 1, 2024.

In addition to the domestic airline employee groups discussed above, approximately 200 refinery employees of our wholly owned subsidiary, Monroe Energy, LLC ("Monroe") are represented by the United Steel Workers under an agreement that expires on February 28, 2026. This agreement is governed by the National Labor Relations Act ("NLRA"), which generally allows either party to engage in self-help upon the expiration of the agreement. Certain of our employees outside the U.S. are represented by unions, work councils or other local representative groups.

Labor unions periodically engage in organizing efforts to represent various groups of our employees, including at our operating subsidiaries, that are not represented for collective bargaining purposes.

Competition

The airline industry is highly competitive, marked by significant competition with respect to routes, fares, schedules (both timing and frequency), operational reliability, services, products, customer service and loyalty programs. The industry has evolved through mergers, new entries, both domestically and internationally, and changes in international alliances. Consolidation in the airline industry, the presence of subsidized government-sponsored international carriers, changes in international alliances and the creation of immunized joint ventures have altered, and will continue to alter, the competitive landscape in the industry, resulting in the formation of airlines and alliances with significant financial resources, extensive global networks and competitive cost structures.

Domestic

Our domestic operations are subject to significant competition from traditional network carriers, including American Airlines and United Airlines, national point-to-point carriers, including Alaska Airlines, JetBlue Airways and Southwest Airlines, and other discount or ultra-low-cost carriers, including Allegiant Air, Avelo Airlines, Breeze Airways, Frontier Airlines and Spirit Airlines. Some of these carriers have business models primarily focused on maintaining low costs, with the intention of providing service at lower fares to destinations served by Delta. In particular, we face significant competition at our domestic hubs and key airports either directly at those airports or at the hubs of other airlines that are located in close proximity. We also face competition in small- to medium-sized markets from regional jet operations of other carriers.

International

Our international operations are subject to competition from both foreign and domestic carriers, including from point-to-point carriers on certain international routes. Through alliance and other marketing and codesharing agreements with foreign carriers, U.S. carriers have increased their ability to sell international transportation, such as services to and beyond traditional European, Asian and Latin American gateway cities. Similarly, foreign carriers have obtained increased access to interior U.S. passenger traffic beyond traditional U.S. gateway cities through these relationships.

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In particular, several joint ventures among U.S. and foreign carriers, including several of our joint ventures as well as those of our competitors, have received grants of antitrust immunity allowing the participating carriers to coordinate networks, schedules, pricing, sales and inventory. In addition, alliances formed by domestic and foreign carriers, including SkyTeam, the Star Alliance (among United Airlines, Lufthansa German Airlines, Air Canada and others) and the oneworld alliance (among American Airlines, British Airways, Qantas and others) have enhanced competition in international markets.


Regulatory Matters

The DOT and the Federal Aviation Administration (the "FAA") exercise regulatory authority over air transportation in the U.S. The DOT has authority to issue certificates of public convenience and necessity required for airlines to provide air transportation. An air carrier that the DOT finds fit, willing and able to perform the proposed service is given authority to operate domestic and international air transportation (including the carriage of passengers and cargo), as applicable. Since the passage of the Airline Industry Deregulation Act in 1978, airlines have generally been free to launch or terminate service to U.S airports without restriction, except with respect to certain slot-controlled and schedule-facilitated airports, as well as certain constraints related to service to small communities governed by the "Essential Air Services" program.

The DOT has jurisdiction over certain economic and consumer protection matters, such as unfair or deceptive practices and methods of competition, advertising, denied boarding compensation, baggage liability and disabled passenger transportation. The DOT also has authority to review certain joint venture agreements between domestic and international carriers. The DOT engages in regulation of economic matters such as transactions involving allocation of "slots" or similar regulatory mechanisms which limit the rights of carriers to conduct operations at airports where such mechanisms are in place. The FAA has primary responsibility for matters relating to the safety of air carrier flight operations, including airline operating certificates, control of navigable air space, flight personnel, aircraft certification and maintenance and other matters affecting air safety.

Authority to operate international routes and international codesharing arrangements is regulated by the DOT and by the governments of the foreign countries involved. International certificate authorities are also subject to the approval of the U.S. President for conformity with national defense and foreign policy objectives.

The Transportation Security Administration ("TSA") and the U.S. Customs and Border Protection, each a division of the Department of Homeland Security, are responsible for certain civil aviation security matters, including passenger and baggage screening at U.S. airports and international passenger prescreening prior to entry into or departure from the U.S.

Airlines are also subject to various other federal, state, local and foreign laws and regulations. For example, the U.S. Department of Justice has jurisdiction over some airline competition matters. The U.S. Postal Service has authority over certain aspects of the transportation of mail. Labor relations in the airline industry, as discussed below, are generally governed by the Railway Labor Act with oversight by the National Mediation Board ("NMB"). Environmental matters are regulated by various federal, state, local and foreign governmental entities. Privacy of passenger and employee data is regulated by domestic and foreign laws and regulations.

Fares and Rates

Airlines set ticket prices in all domestic and most international city-pairs with minimal governmental regulation, and the industry is characterized by significant price competition. Certain international fares and rates are subject to the jurisdiction of the DOT and the governments of the foreign countries involved. Many of our tickets are sold by travel agents, and fares are subject to commissions, overrides and discounts paid to travel agents, brokers and wholesalers.

Route Authority

Our flight operations are authorized by certificates of public convenience and necessity and also by exemptions and limited-entry frequency awards issued by the DOT. The requisite approvals of other governments for international operations are controlled by bilateral agreements (and a multilateral agreement in the case of the U.S. and the European Union ("EU")) with, or permits or approvals issued by, foreign countries. Because international air transportation is governed by bilateral or other agreements between the U.S. and the foreign country or countries involved, changes in U.S. or foreign government aviation policies could result in the alteration or termination of such agreements, diminish the value of our international route authorities or otherwise affect our international operations. Bilateral agreements between the U.S. and various foreign countries that we serve are subject to renegotiation from time to time. The U.S. government has negotiated "Open Skies" agreements with many countries, which allow unrestricted access between the U.S. and these foreign markets.

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Certain of our international route authorities are subject to periodic renewal requirements. We request extension of these authorities when and as appropriate. While the DOT usually renews temporary authorities on routes where the authorized carrier is providing a reasonable level of service, there is no assurance this practice will continue in general or with respect to a specific renewal. Dormant route authorities may not be renewed in some cases, especially where another U.S. carrier indicates a willingness to provide service.

Airport Access

Operations at three major domestic airports and certain foreign airports that we serve are regulated by governmental entities through allocations of "slots" or similar regulatory mechanisms. Each slot represents the authorization to land at or take off from the particular airport during a specified time period.

In the U.S., the FAA currently regulates the allocation of slots, slot exemptions, operating authorizations or similar capacity allocation mechanisms at Reagan National in Washington, D.C. and LaGuardia and JFK in the New York City area. Our operations at these airports generally require the allocation of slots or analogous regulatory authorizations. Similarly, our operations at London's Heathrow airport and other international airports are regulated by local slot coordinators pursuant to the International Air Transport Association's Worldwide Scheduling Guidelines and applicable local law. We currently have sufficient slots or analogous authorizations to operate our existing flights, and we have generally been able to obtain the rights to expand our operations and to change our schedules. There is no assurance, however, that we will be able to do so in the future because, among other reasons, such allocations are subject to changes in governmental policies.

Airline Labor Regulation

In the U.S., airlines and labor unions are governed by the Railway Labor Act. Under the Railway Labor Act, a labor union seeking to represent an unrepresented craft or class of employees is required to file with the NMB an application alleging a representation dispute, along with authorization cards signed by at least 50% of the employees in that craft or class. The NMB then investigates the dispute and, if it finds the labor union has obtained a sufficient number of authorization cards, conducts an election to determine whether to certify the labor union as the collective bargaining representative of that craft or class. A labor union will be certified as the representative of the employees in a craft or class if more than 50% of votes cast are for representation. A certified labor union would then commence negotiations toward a collective bargaining agreement with the employer.

Under the Railway Labor Act, a collective bargaining agreement between an airline and a labor union does not expire, but instead becomes amendable as of a stated date. Either party may request that the NMB appoint a federal mediator to participate in the negotiations for a new or amended agreement. If no agreement is reached in mediation, the NMB may determine, at any time, that an impasse exists and offer binding arbitration. If either party rejects binding arbitration, a 30-day "cooling off" period begins. At the end of this 30-day period, the parties may engage in "self-help," unless the U.S. President appoints a Presidential Emergency Board ("PEB") to investigate and report on the dispute. The appointment of a PEB maintains the "status quo" for an additional 60 days. If the parties do not reach agreement during this period, the parties may then engage in self-help. Self-help includes, among other things, a strike by the union or the imposition of proposed changes to the collective bargaining agreement by the airline. The U.S. Congress and the President have the authority to prevent self-help by enacting legislation that, among other things, imposes a settlement on the parties.

Environmental Regulation

Environmental Compliance Obligations. Our operations are subject to numerous international, federal, state and local laws and regulations governing protection of the environment, including regulation of greenhouse gases and other air emissions, noise reduction, water discharges, aircraft drinking water, storage and use of petroleum products and other regulated substances, and the management and disposal of hazardous waste, substances and materials.

We are also subject to certain environmental laws and contractual obligations governing the management and release of regulated substances, which may require the investigation and remediation of affected sites. Soil and/or ground water impacts have been identified at certain of our current or former leaseholds at several domestic airports. To address these impacts, we have a program in place to investigate and, if appropriate, remediate these sites. Although the ultimate outcome of these matters cannot be predicted with certainty, we believe that the resolution of these matters will not have a material adverse effect on our Consolidated Financial Statements.

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Item 1. Business
In 2024, the U.S. Environmental Protection Agency (the "EPA") finalized regulations defining certain per- and polyfluoroalkyl substances ("PFAS") as "hazardous substances" under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), and the EPA also finalized standards regulating PFAS under the Safe Drinking Water Act. PFAS are man-made chemicals that have been used in a wide variety of consumer and industrial products, including the firefighting foams used to extinguish fuel-based fires at airports and refineries. Numerous states have adopted regulations governing PFAS as well. The EPA’s final rule under CERCLA, and analogous state laws could subject airports, airlines, and refineries, among others, to potential liability for cleanup of historical PFAS contamination associated with use of PFAS-containing firefighting foam. In addition, some states have adopted legislation prohibiting the manufacture, sale, distribution and/or use of firefighting foam containing intentionally added PFAS, which may require transition to alternative fire suppression systems. Delta has been developing plans to transition its aircraft maintenance hangars to systems that do not contain intentionally added PFAS. The ultimate impact and associated cost to Delta of these legislative and regulatory developments cannot be predicted at this time.

GHG Emissions. Aviation industry GHG emissions, particularly carbon emissions, and their impact on climate change have become a focus in the international community and within the U.S. In 2016, the International Civil Aviation Organization ("ICAO") formally adopted a global, market-based emissions offset program known as the Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA"). This program establishes a goal for the aviation industry to achieve carbon-neutral growth in international aviation beginning in 2021. Any growth above the baseline would need to be addressed using either eligible carbon offsets or a lower carbon fuel. ICAO set the baseline for establishing airlines’ obligations under CORSIA for 2021 to 2023 based on 2019 travel, and in 2022 set a new, more stringent CORSIA baseline of 85% of 2019, which will apply from 2024 through 2035.

The pilot phase of the CORSIA program ran from 2021 through 2023, and is being followed by a first phase of the program beginning in 2024 and a second phase beginning in 2027. Countries can voluntarily participate in the pilot and first phase, and the United States agreed to participate in these voluntary phases. Participation in the second phase is mandatory for certain countries, including the United States. The U.S. government has not yet enacted legislation to mandate that U.S. operators participate in CORSIA. Nonetheless, we have voluntarily submitted verified emissions reports on our annual international emissions. While airlines had no offsetting obligations during the pilot phase of CORSIA as a result of the impact of the COVID-19 pandemic on international travel, we expect that international airline emissions will likely exceed the new baseline during the next phase (2024 – 2026). Because certain CORSIA program details remain to be developed and could potentially be affected by political developments in participating countries or the results of the initial phases of the program, the impact of CORSIA cannot be predicted at this time. However, CORSIA is expected to increase operating costs for airlines that operate internationally.

Additionally, the EU requires its member states to implement regulations to include aviation in its Emissions Trading Scheme ("ETS"). Under these regulations, any airline with flights originating or landing in the European Economic Area ("EEA") is subject to the ETS and, beginning in 2012, was required to purchase emissions allowances if the airline exceeds the number of free allowances allocated to it under the ETS. The initial scope of the ETS, however, was narrowed so that it would apply only to flights within the EEA through 2023 to align with the pilot phase of CORSIA. In 2023, the EU adopted new legislation extending this narrow scope of the EU ETS until 2027. It also requires a review of CORSIA’s effectiveness in 2026, which could potentially lead to expansion of the EU ETS to include all flights departing the EU and EEA. As a result of the United Kingdom’s ("UK") withdrawal from the EU, UK flights are no longer part of the EU ETS and are instead regulated under a separate UK ETS scheme. UK ETS is applicable to UK domestic flights and flights from the UK to EEA countries.

In 2017, ICAO also adopted aircraft certification standards to reduce carbon dioxide ("CO2") emissions from new aircraft. The new aircraft certification standards applied to new fleet types in 2020 and will apply to in-production aircraft no later than 2028. These standards will not apply to existing in-service aircraft. In 2021, the EPA finalized GHG emission standards for new aircraft engines designed to implement the ICAO standards on the same timeframe contemplated by ICAO, and these standards have been upheld in response to legal challenges. Like the ICAO standards, the final EPA standards do not apply to engines on in-service aircraft.

The airline industry may face additional regulation of aircraft emissions in the U.S. and abroad and become subject to further taxes, charges or additional requirements to obtain permits or purchase allowances or emission credits for GHG emissions in various jurisdictions. For example, in 2023, the EU adopted legislation that imposes a SAF mandate on fuel supplied at EU airports. The mandate requires that, of the jet fuel supplied in the EU, 2% must be SAF beginning in 2025, and the percentage increases incrementally over time to 70% in 2050. This mandate is expected to increase the cost of SAF in the EU. In 2024, the UK also adopted legislation that imposes a SAF mandate on producers that supply fuel to UK airports, and other countries are also considering similar mandates.

Delta Air Lines, Inc. | 2024 Form 10-K
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Item 1. Business
Additional regulation could result in taxation, regulatory or permitting requirements from multiple jurisdictions for the same operations and significant costs for us and the airline industry. In addition to direct costs, such regulation could result in increased fuel costs passed through from fuel suppliers affected by any such regulations. Certain airports have also adopted, and others could in the future adopt, GHG emission or climate-related goals and requirements that could impact our operations or require us to make changes or investments in our infrastructure. We are monitoring and evaluating the potential impact of such developments.

Noise. The Airport Noise and Capacity Act of 1990 recognizes the rights of operators of U.S. airports with noise problems to implement local noise abatement programs so long as such programs do not interfere unreasonably with interstate or foreign commerce or the national air transportation system. This statute generally provides that local noise restrictions on Stage 3 aircraft first effective after October 1, 1990 require FAA approval. While we have had sufficient scheduling flexibility to accommodate local noise restrictions in the past, our operations could be adversely impacted if locally imposed regulations become more restrictive or widespread. In addition, foreign governments may enact or allow airports to enact similar restrictions, which could adversely impact our international operations or require significant expenditures in order for our aircraft to comply with the restrictions. For example, in 2022, to reduce noise, the Netherlands announced a multi-phase plan to reduce the maximum number of flights authorized annually at Amsterdam’s Schiphol Airport. In 2023, airlines and airline associations, including Delta and KLM, challenged the initial phase of the plan. The U.S., the European Commission and other governments also raised legal concerns about the plan with the Dutch government. In November 2023, the Netherlands suspended the initial phase of the plan, and in 2024, the Netherlands Supreme Court found that the Dutch government’s flight reduction plan was unlawful. The Dutch government has issued a revised plan, which is under review with the European Commission. Neither the outcome of the review of the plan, nor the impact of its implementation, can be determined at this time.

Refinery Matters. Monroe's operation of the Trainer refinery is subject to numerous environmental laws and extensive regulations, including those relating to the discharge of materials into the environment, waste management, pollution prevention measures and greenhouse gas and other air emissions.

Under the Energy Policy Act of 2005, as expanded by the Energy Independence and Security Act of 2007, the Renewable Fuel Standard ("RFS") was created, setting up specific targets of renewable fuel to be used in the U.S. economy by mandating the blending of renewable fuels into gasoline and on-road diesel ("Transportation Fuels"). Renewable Identification Numbers ("RINs") are assigned to renewable fuels produced by or imported into the U.S. that are blended into Transportation Fuels to demonstrate compliance with this obligation. A refinery may meet its obligation under RFS by blending the necessary volumes of renewable fuels with Transportation Fuels, by purchasing RINs in the open market or through a combination of blending and purchasing RINs. Because Monroe is able to blend only a small amount of renewable fuels, it must purchase the majority of its RINs requirement in the secondary market. Market prices for RINs have been volatile and marked by periods of sharp increases and decreases. However, in June 2023, the EPA finalized RFS volume requirements for 2023, 2024 and 2025, which has ameliorated the historical volatility in market prices for RINs.

Civil Reserve Air Fleet Program

We participate in the Civil Reserve Air Fleet program (the "CRAF Program"), which permits the U.S. military to use the aircraft and crew resources of participating U.S. airlines during airlift emergencies, national emergencies or times of war. We have agreed to make available under the CRAF Program a portion of our international aircraft during the contract period that ends on October 31, 2030, with the opportunity to opt in or out of the program every two years. The CRAF Program has only been activated three times since it was created in 1951, most recently in 2021 to support the military’s effort to evacuate people from Afghanistan following the withdrawal of U.S. troops from the country.

Delta Air Lines, Inc. | 2024 Form 10-K
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Item 1. Business
Information About Our Executive Officers

Edward H. Bastian, Age 67: Chief Executive Officer of Delta since May 2016; President of Delta (September 2007 - May 2016); President of Delta and Chief Executive Officer Northwest Airlines, Inc. (October 2008 - December 2009); President and Chief Financial Officer of Delta (September 2007 - October 2008); Executive Vice President and Chief Financial Officer of Delta (July 2005 - September 2007); Chief Financial Officer of Acuity Brands (June 2005 - July 2005); Senior Vice President - Finance and Controller of Delta (2000 - April 2005); Vice President and Controller of Delta (1998 - 2000).

Glen W. Hauenstein, Age 64: President of Delta since May 2016; Executive Vice President - Chief Revenue Officer of Delta (August 2013 - May 2016); Executive Vice President - Network Planning and Revenue Management of Delta (April 2006 - July 2013); Executive Vice President and Chief of Network and Revenue Management of Delta (August 2005 - April 2006); Vice General Director - Chief Commercial Officer and Chief Operating Officer of Alitalia (2003 - 2005); Senior Vice President- Network of Continental Airlines (2003); Senior Vice President - Scheduling of Continental Airlines (2001 - 2003); Vice President Scheduling of Continental Airlines (1998 - 2001).

Allison C. Ausband, Age 62: Executive Vice President - Chief People Officer of Delta since January 2025; Executive Vice President - Chief Customer Experience Officer of Delta (June 2021 - December 2024); Senior Vice President - In-Flight Service of Delta (September 2014 - May 2021); Vice President - Reservation Sales and Customer Care of Delta (January 2010 - September 2014).

Alain Bellemare, Age 63: President - International of Delta since January 2021; Chief Executive Officer of Bombardier (February 2015 - March 2020); President and Chief Executive Officer of United Technologies Corporation Propulsion & Aerospace Systems (June 2011 - February 2015).

Peter W. Carter, Age 61: Executive Vice President - Chief External Affairs Officer of Delta since October 2022; Executive Vice President - Chief Legal Officer of Delta (July 2015 - October 2022); Partner of Dorsey & Whitney LLP (1999 - 2015), including co-chair of Securities Litigation and Enforcement practice group, chair of Policy Committee and chair of trial department.

Daniel C. Janki, Age 56: Executive Vice President - Chief Financial Officer of Delta since July 2021; Senior Vice President of General Electric Company (GE) and Chief Executive Officer of GE Power Portfolio (October 2020 - June 2021); Senior Vice President, Business and Portfolio Transformation of GE (2018 - 2020); Senior Vice President, Treasurer and Global Business Operations of GE (2014 - 2017); Senior Vice President, CEO of GE Energy Management (2012 - 2013).

John E. Laughter, Age 54: President - Delta TechOps and Chief of Operations since October 2023; Executive Vice President - Chief of Operations of Delta (June 2021 - October 2023); Senior Vice President and Chief of Operations of Delta (October 2020 - June 2021); Senior Vice President - Flight Operations of Delta (March 2020 - October 2020); Senior Vice President - Corporate Safety, Security and Compliance of Delta (August 2013 - March 2020); Senior Vice President - Maintenance Operations of Delta (March 2008 - July 2013); Vice President - Maintenance of Delta (December 2005 - March 2008).

Rahul Samant, Age 58: Executive Vice President - Chief Information Officer of Delta since January 2018; Senior Vice President and Chief Information Officer of Delta (February 2016 - December 2017); Senior Vice President and Chief Digital Officer of American International Group, Inc. (January 2015 - February 2016); Senior Vice President and Global Head, Application Development and Management of American International Group, Inc. (September 2012 - December 2014); Managing Director of Bank of America (1999 - September 2012).

Steven M. Sear, Age 59: Executive Vice President - Global Sales of Delta since February 2016; Senior Vice President - Global Sales of Delta (December 2011 - February 2016); Vice President - Global Sales of Delta (October 2008 - December 2011); Vice President - Sales & Customer Care of Northwest Airlines, Inc. (June 2005 - October 2008).

Erik S. Snell, Age 48: Executive Vice President - Chief Customer Experience Officer of Delta since January 2025; Senior Vice President - Airport Customer Service, Cargo Operations, Ground Support Equipment and Global Clean (June 2022 - December 2024); Senior Vice President - Operations & Customer Center, Operations Analytics, and Delta Connection (October 2020 - June 2022); Senior Vice President - Corporate Planning (March 2020 - October 2020); Senior Vice President - Operations & Customer Center (September 2018 - March 2020); Vice President - Operations & Customer Center (March 2017 - August 2018); Vice President - Delta Connection (November 2015 - March 2017); Chief Executive Officer of Delta Global Services and Delta Private Jets (March 2015 - November 2015).

Delta Air Lines, Inc. | 2024 Form 10-K
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Item 1. Business
Additional Information

Our company website is located at www.delta.com and our investor relations website is located at ir.delta.com. We make available free of charge on our investor relations website our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after these reports are filed with or furnished to the Securities and Exchange Commission ("SEC"). Information on our website, including our investor relations website, is not incorporated into this Form 10-K or our other securities filings and is not a part of those filings.
Delta Air Lines, Inc. | 2024 Form 10-K
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Item 1A. Risk Factors
ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the following material risk factors applicable to Delta. As described below, these risks could materially affect our business, financial condition or results of operations in the future.

Risk Factors Relating to Delta

We are at risk of losses and adverse publicity stemming from a serious accident involving our aircraft or aircraft of our airline partners.

An aircraft crash or other serious accident involving our aircraft or those of our airline partners could expose us to significant liability. Although we believe that our insurance coverage is appropriate, we may be forced to bear substantial losses from an accident in the event that the coverage was not sufficient.

In addition, any accident involving an aircraft that we operate or an aircraft that is operated by an airline that is one of our regional carriers or codeshare, alliance or joint venture partners could create a negative public perception about safety and reliability for aviation authorities and the public, which could harm our reputation, resulting in air travelers being reluctant to fly on our aircraft and therefore harm our business.

Breaches or lapses in the security of the technology systems we use and rely on could compromise the data stored within them and consequently expose us to liability, disruption to our operations and damage to our reputation, any or all of which could have a material adverse effect on our business.

As a regular part of our ordinary business operations, we process a high volume of information, including personal information about individuals we have a relationship with and other sensitive business information. The secure operation of our networks and systems, and those of our business partners and third-party service providers, on which this type of information is processed is critical to our business operations and strategy. These networks and systems are subject to an increasing threat of continually evolving cybersecurity risks, which we must manage.

We expect unauthorized parties to continue attempting to gain access to our systems or information, or those of our business partners and third-party service providers, including through fraud or other means of deception, or introduction of malicious code, such as malware and ransomware. If successful, these actions could cause harm to our computer systems or compromise data stored on our computer networks or those of our business partners and third-party service providers, potentially causing us to incur remedial, legal and other costs, which could be material. Hardware or software we or our business partners or third-party service providers develop, acquire or use in connection with our systems may contain defects that could unexpectedly compromise information security.

The methods used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly evolving and may be difficult to anticipate or to detect for long periods of time. As a result of these types of risks and regular attacks on our systems, we review and update procedures and processes to prevent and protect against unauthorized access to our systems and information and inadvertent misuse of data. In addition to assessing risk and reviewing our procedures, processes and technologies, we continue to educate our employees and contractors about these risks and to monitor, review and update the process and control requirements we expect third parties and vendors to leverage and implement for the protection of Delta information in their care. However, the constantly changing nature of the threats means that we may not be able to prevent all information security breaches or misuse of data. In addition, as cybercriminals become more sophisticated, the cost of proactive defensive measures continues to increase.

We are also subject to evolving global privacy and security regulatory obligations and an increasing customer focus on privacy issues and data security in the United States and abroad, as well as to geopolitical risks associated with international data transfer. The compromise of our or our business partners’ or third-party service providers’ technology systems could result in legal claims or proceedings, liability, fines or other regulatory enforcement actions, disruption to our operations and damage to our reputation, any or all of which could adversely affect our business. The costs to remediate these incidents could be material.

Delta Air Lines, Inc. | 2024 Form 10-K
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Item 1A. Risk Factors
Disruptions of our information technology infrastructure could interfere with our operations, possibly having a material adverse effect on our business.

Disruptions in our information technology capability could result from a technology error or failure impacting our internal systems, whether hosted internally at our data centers or externally at third-party locations, or large-scale external interruption in technology infrastructure support on which we depend, such as power, telecommunications or the internet. The operation of our technology systems and the use of related data may also be vulnerable to a variety of other sources of interruption, including natural disasters, terrorist attacks, computer viruses, hackers and other security issues. A significant individual, sustained or repeated failure of our information technology infrastructure, including third-party networks, software-as-a-service applications, cloud services, or technology that we utilize and on which we depend, could impact our operations and our customer service, result in loss of revenue, increased costs and damage our reputation. While we have initiatives and disaster recovery plans in place to prevent or mitigate disruptions, we experienced a global outage caused by a faulty update by cybersecurity vendor CrowdStrike in July 2024 that resulted in global information technology outages of Windows-based systems. The faulty software update significantly affected our information technology systems, disrupting our operations. The operational disruption resulted in flight delays and approximately 7,000 cancellations of Delta flights over five days, impacting 1.4 million customers. The CrowdStrike-caused outage and resulting operational disruption adversely impacted our results of operations as discussed in more detail in “Item 7. Management's Discussion and Analysis.” While we continue to invest in improvements to our preventative initiatives and disaster recovery plans, the measures we have in place may not be adequate to prevent future business disruptions and any material adverse financial and reputational consequences to our business.

Failure of the technology we use to perform effectively could have a material adverse effect on our business.

We are dependent on technology initiatives and capabilities to provide customer service and operational effectiveness in order to compete in the current business environment. For example, substantially all of our tickets are issued to our customers as electronic tickets, and a significant number of our customers check in for flights using our website, airport kiosks and our FlyDelta mobile application. We have made and continue to make significant investments in customer facing technology such as delta.com, the FlyDelta mobile application, in-flight wireless internet, check-in kiosks, customer service applications, application of biometric technology, airport information displays and related initiatives, including security for these initiatives. We have also invested in significant upgrades to technology infrastructure and other supporting systems and a transition to cloud-based technologies. The performance, reliability and security of the technology we use are critical to our ability to serve customers. If this technology does not perform effectively, including as a result of the implementation or integration of new or upgraded technologies or systems, our business and operations can be negatively affected, which could be material. As discussed above, the faulty CrowdStrike software update significantly affected our information technology systems, disrupting our operations. Additional failures of the technology we use or depend on could expose us to liability, disrupt our business and damage our reputation in the future.

Our business and results of operations are dependent on the price of aircraft fuel. High fuel costs or cost increases, including in the cost of crude oil, could have a material adverse effect on our results of operations.

Our results of operations are significantly impacted by changes in the price of aircraft fuel. Fuel costs represented 19%, 21% and 24% of our operating expense in 2024, 2023 and 2022, respectively. Fuel prices are highly volatile and at times have adjusted substantially in relatively short periods of time. Between 2022 and 2024, our average fuel price per gallon has ranged from a monthly high of $4.25 in June 2022 to a monthly low of $2.29 in November 2024.

We acquire a significant amount of jet fuel from Monroe and through strategic agreements associated with the refinery that Monroe has with third parties. The cost of the jet fuel we purchase under these arrangements remains subject to volatility, including from the cost of crude oil. In addition, we have historically purchased a significant amount of aircraft fuel in addition to what we obtain from Monroe. Our aircraft fuel purchase contracts alone do not provide material protection against price increases as these contracts typically establish the price based on industry standard market price indices.

Because passengers often purchase tickets well in advance of their travel, a significant rapid increase in fuel price may result in the fare charged not covering that increase. At times in the past, we often were not able to increase our fares to offset fully the effect of increases in fuel costs, and we may not be able to do so in the future.

Delta Air Lines, Inc. | 2024 Form 10-K
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Item 1A. Risk Factors
Significant extended disruptions in the supply of aircraft fuel, including from Monroe, could have a material adverse effect on our business and results of operations.

Weather-related events, natural disasters, political disruptions or disputes involving oil-producing countries, changes in governmental policy concerning aircraft fuel production, transportation or taxes, changes in refining capacity or refining priorities, environmental concerns and other unpredictable events may impact crude oil and jet fuel supply and could result in shortages in the future. Shortages in fuel supplies could have negative effects on our business and results of operations.

Unplanned disruptions or interruptions of production at the refinery could have a negative impact on our ability to acquire jet fuel needed for our operations. Disruptions or interruptions of production at the refinery could result from various sources including a major accident or mechanical failure, interruption of supply or delivery of crude oil, work stoppages relating to organized labor issues, or damage from severe weather or other natural or man-made disasters, including acts of terrorism. If the refinery were to experience an unexpected interruption in operations, disruptions in fuel supplies could have negative effects on our results of operations and financial condition. In addition, the financial benefits from the operation of the refinery could be materially adversely affected (to the extent not recoverable through insurance) because of lost production and repair costs.

If Monroe's cost of producing non-jet fuel products significantly exceeds the value it receives for those products, the financial benefits we expect to achieve through the ownership of the refinery and our consolidated results of operations could be materially adversely affected.

Our commercial relationships with airlines in other parts of the world and the investments that we have in certain of those carriers may not produce the results or returns we expect.

An important part of our strategy to expand our global network has been to develop and expand strategic relationships with a number of airlines through joint ventures and other forms of cooperation and support, including equity investments. These relationships and investments involve significant challenges and risks, including that joint ventures or cooperation agreements may be subject to ongoing review and renewal requirements and may not generate the expected financial results, or that we may not realize a satisfactory return on our investments. For example, the DOT's approval of and antitrust immunity grant for our joint cooperation agreement with Aeroméxico is subject to a pending renewal application with the DOT, which was tentatively dismissed pursuant to an Order to Show Cause issued by the DOT on January 26, 2024. The existing immunity remains in effect pending final adjudication of the renewal application, the timing and outcome of which cannot be predicted at this time.

We are dependent on these other carriers for significant aspects of our network in the regions in which they operate. While we work closely with these carriers, we do not have control over their operations or business methods. To the extent that the operations of any of these carriers are disrupted over an extended period or their actions have a significant adverse effect on our operations, our results of operations could be materially adversely affected. If our commercial arrangements with any of these partners are not maintained, any investments or other assets associated with those partners could become impaired, and our business and results of operations could be materially adversely affected.

A significant disruption in, or other problems with respect to, the operations or performance of third parties on which we rely, including third-party carriers, could have a material adverse effect on our business and results of operations.

We rely on the operations and performance of third parties in a number of areas that are important to our business, including third-party regional carriers, international alliance partners and ground operation providers at some airports. While we have agreements with certain of these third parties that define expected service performance, we do not have direct control over their operations. To the extent that the operations of a third-party on which we rely is significantly disrupted or if these third parties experience significant performance issues (including failing to satisfy any applicable performance standards) or fail to meet any applicable compliance requirements, our revenue may be reduced, our expenses may be increased and our reputation may be harmed, any or all of which could result in a material adverse effect on our business and results of operations.


Delta Air Lines, Inc. | 2024 Form 10-K
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Item 1A. Risk Factors
Agreements governing our debt, including our credit facilities and our SkyMiles financing agreements, include financial and other covenants. Certain of these covenants impose restrictions on our business, and failure to comply with any of the covenants in these agreements could result in events of default.

Our debt agreements, including our credit facilities and our SkyMiles financing agreements, contain various affirmative, negative and financial covenants. Certain of our debt agreements and our SkyMiles financing agreements contain minimum coverage ratios. A decline in these coverage ratios, including due to factors that are beyond our control, could trigger an early amortization event or, if applicable, require us to post additional collateral. Our SkyMiles financing agreements also restrict our ability to, among other things, change the policies and procedures of the SkyMiles program in a manner that would reasonably be expected to materially impair repayment of our SkyMiles debt. Complying with certain of the covenants in our debt agreements, and other restrictive covenants that may be contained in any future debt agreements, could limit our ability to operate our business and to take advantage of business opportunities that are in our long-term interest.

While the covenants in our debt agreements are subject to important exceptions and qualifications, if we fail to comply with them and are unable to obtain a waiver or amendment, refinance the indebtedness subject to these covenants or take other mitigating actions, an event of default would result. These arrangements also contain other events of default customary for such financings. If an event of default were to occur, the lenders or noteholders could, among other things, declare outstanding amounts due and payable and where applicable and subject to the terms of relevant collateral agreements, repossess collateral, including aircraft or other valuable assets. In addition, an event of default or acceleration of indebtedness under one agreement could result in an event of default under other of our financing agreements. The acceleration of significant indebtedness could require us to seek to renegotiate, repay or refinance the obligations under our financing arrangements, and there is no assurance that such renegotiation or refinancing efforts would be successful.

Employee strikes and other labor-related disruptions may have a material adverse effect on our operations.

Our business is labor intensive, utilizing large numbers of pilots, flight attendants, aircraft maintenance technicians, ground support personnel and other personnel. As of December 31, 2024, 20% of our workforce, primarily pilots, was unionized. Relations between air carriers and labor unions in the United States are governed by the Railway Labor Act, which provides that a collective bargaining agreement between an airline and a labor union does not expire, but instead becomes amendable as of a stated date. The Railway Labor Act generally prohibits strikes or other types of self-help actions both before and after a collective bargaining agreement becomes amendable, unless and until the collective bargaining processes required by the Railway Labor Act have been exhausted. Separately, the NLRA governs Monroe’s relations with the union representing their employees, which generally allows self-help after a collective bargaining agreement expires.

If we or our subsidiaries are unable to reach agreement with any of our unionized work groups in future negotiations regarding the terms of their collective bargaining agreements or if additional segments of our workforce become unionized, we may be subject to work interruptions or stoppages, subject to the requirements of the Railway Labor Act or the NLRA, as the case may be. Strikes or labor disputes with our unionized employees may have a material adverse effect on our ability to conduct business. Likewise, if third-party regional carriers with which we have contract carrier agreements are unable to reach agreement with their unionized work groups in current or future negotiations regarding the terms of their collective bargaining agreements, those carriers may be subject to work interruptions or stoppages, subject to the requirements of the Railway Labor Act, which could have a material adverse effect on our operations.

Our results can fluctuate due to seasonality and other factors.

Our results of operations are impacted by a number of factors including seasonality and changing economic and other conditions beyond our control. Demand for air travel is typically higher in the June and September quarters, particularly in our international markets, because there is more vacation travel during these periods than during the remainder of the year. The seasonal shifting of demand causes our financial results to vary on a quarterly basis. Changes in the value of our equity investments in other airlines and airline service companies can also be significant and cause fluctuations in our results. Other factors that may affect our results include severe weather conditions and natural disasters (or other environmental events), which could significantly disrupt service and create air traffic control problems. In addition, increases in the frequency, severity or duration of thunderstorms, hurricanes, typhoons, floods or other severe weather events, including from changes in the global climate and rising global temperatures, could result in increases in delays and cancellations, turbulence-related injuries and fuel consumption to avoid such weather, any of which could result in loss of revenue and higher costs. Because of fluctuations in our results from seasonality and other factors, results of operations for a historical period are not necessarily indicative of results of operations for a future period and results of operations for an interim period are not necessarily indicative of results of operations for an entire year.

Delta Air Lines, Inc. | 2024 Form 10-K
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Item 1A. Risk Factors
An environmental or other incident associated with the operation of the Monroe refinery could have a material adverse effect on our consolidated financial results if insurance is unable to cover a significant liability. In addition, such an incident could damage our reputation.

Monroe's refining operations are subject to various hazards unique to refinery operations, including explosions, fires, toxic emissions and natural catastrophes. Monroe could incur substantial losses, including cleanup costs, fines and other sanctions and third-party claims, and its operations could be interrupted, as a result of such an incident. Monroe's insurance coverage does not cover all potential losses, costs or liabilities, and Monroe could suffer losses for uninsurable or uninsured risks or in amounts greater than its insurance coverage. In addition, Monroe's ability to obtain and maintain adequate insurance may be affected by conditions in the insurance market over which it has no control. If Monroe were to incur a significant liability for which it is not fully insured or for which insurance companies do not or are unable to provide coverage, this could have a material adverse effect on our consolidated financial results of operations or consolidated financial position. In addition, because of our ownership of Monroe, the occurrence of an environmental or other incident could result in damage to our reputation, which could have a material adverse effect on our financial results.

The operation of the refinery by Monroe is subject to significant environmental regulation. Failure to comply with environmental regulations or the enactment of additional regulation applicable to Monroe could have a material adverse effect on our consolidated financial results.

Monroe’s operations are subject to extensive environmental, health and safety laws and regulations, including those relating to the discharge of materials into the environment, waste management, pollution prevention measures and greenhouse gas emissions, which are subject to change over time. Monroe could incur fines and other sanctions, cleanup costs and third-party claims as a result of violations of or liabilities under environmental, health and safety requirements, which if significant, could have a material adverse effect on our consolidated financial results. In addition, the enactment of new, more stringent environmental laws and regulations, including any laws or regulations relating to greenhouse gas emissions, could significantly increase the level of expenditures required for Monroe or restrict its operations.

In particular, in administering the RFS, created by the U.S. Congress under the Energy Independence and Security Act of 2007, the EPA created a program to ensure compliance with RFS mandates for the blending of renewable fuels into Transportation Fuels. RINs are assigned to renewable fuels produced or imported into the U.S. that are blended into Transportation Fuels to demonstrate compliance with this obligation. A refinery may meet its obligation under RFS by blending the necessary volumes of renewable fuels with Transportation Fuels, by purchasing RINs in the open market, or by a combination of blending and purchasing RINs.

Because Monroe is able to blend only a small amount of renewable fuels, it must purchase the majority of its RINs obligation in the secondary market. As a result, Monroe is exposed to the market price of RINs. Historically, market prices for RINs have been volatile, marked by periods of sharp increases and decreases, including in response to speculation about what the EPA and/or the U.S. Congress will do with respect to compliance obligations. We cannot predict these actions or the future prices of RINs.

Existing laws or regulations could change, and the minimum volumes of renewable fuels that must be blended with refined petroleum products may increase. Increases in the volume of renewable fuels that must be blended into Monroe’s products could limit the refinery’s production if sufficient numbers of RINs are not available for purchase, or if relief from this requirement is not obtained, which could have a material adverse effect on our consolidated financial results.

Significant damage to our reputation and brand, including as a result of significant adverse publicity or inability to achieve certain sustainability goals, could materially adversely affect our business and financial results.

Maintaining our reputation and global brand is critical to our business. We operate in a highly visible and public environment with significant real-time exposure to traditional and social media. Adverse publicity, whether justified or not, can rapidly spread, including through social or digital media. In particular, passengers can use social media to portray interactions with Delta, without context, in a manner that can be quickly and broadly disseminated. To the extent we are unable to respond in a timely and appropriate manner to adverse publicity, our brand and reputation may be damaged.

Delta Air Lines, Inc. | 2024 Form 10-K
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Item 1A. Risk Factors
Our reputation and brand could also be adversely impacted by, among other things, failure to make progress toward and achieve our environmental sustainability goals, as well as public pressure from investors or policy groups to change our policies or negative public perception of the environmental impact of air travel. For example, we have established ambitious goals to reduce our greenhouse gas emissions. Achieving these ambitious goals will require significant capital investment from manufacturers and other stakeholders, as we are unable to achieve these goals using our existing fleet, current technologies and available fuel sources. We are continuing to develop our climate strategy and transition plan; however, our ability to execute on such a plan is subject to substantial risks and uncertainties, as it is dependent on the actions of governments and third parties and will require, among other things, significant capital investment, including from third parties, research and development from manufacturers and other stakeholders, along with government policies and incentives to reduce the cost, and incent production, of SAF and other technologies that are not presently in existence or available at scale. Significant damage to our reputation and brand could have a material adverse effect on our business and financial results, including as a result of litigation related to any of these matters.

If we lose senior management and other key employees and they are not replaced by individuals with comparable skills, or we otherwise fail to maintain our company culture, our business and results of operations could be materially adversely affected.

We are dependent on the experience and industry knowledge of our officers and other key employees to design and execute our business plans. If we experience a substantial turnover in our leadership and other key employees and we are not able to replace these persons with individuals with comparable skills, or we otherwise fail to maintain our company culture, our performance could be materially adversely impacted. Furthermore, we may be unable to attract and retain additional qualified senior management and other key personnel as needed in the future.

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Item 1A. Risk Factors
Risk Factors Relating to the Airline Industry

Disease outbreaks or other public health threats, and measures implemented to combat them have had, and may in the future have, a material adverse effect on our business.

The measures governments and private parties implemented in order to stem the spread of the COVID-19 pandemic, and the general concern about the virus among travelers, had a material adverse effect on the demand for worldwide air travel compared to historical levels, and consequently upon our business for an extended period. Similar disease outbreaks or public health threats that may arise in the future could have similarly adverse effects on our business.

Our operations were, and could in the future be, negatively affected further if our employees are quarantined or sickened as a result of exposure to a disease outbreak, or as a result of a similar public health crisis, or if they are subject to additional governmental curfews or "shelter in place" health orders or similar restrictions. Measures restricting the ability of our airport or in-flight employees to come to work negatively impact our service or operations, all of which could negatively affect our business.

We are unable to predict the extent to which disease outbreaks or other public health threats that may arise in the future may change our customers' behavior or travel patterns, which could have a material impact on our business. The degree to which any future disease outbreaks or public health threats may impact our revenues, results of operations and financial condition is uncertain and will depend on future developments.

Terrorist attacks, geopolitical conflict or security events may adversely affect our business, financial condition and results of operations.

Terrorist attacks, geopolitical conflict or security events, or the fear or threat of any of these events, could have a significant adverse effect on our business. Despite significant security measures at airports and airlines, the airline industry remains a high profile target for terrorist groups. We rely on government provided threat intelligence and utilize private sources to constantly monitor for threats from terrorist groups and individuals, including from violent extremists both internationally and domestically, with respect to direct threats against our operations and in ways not directly related to the airline industry. In addition, the impact on our operations of avoiding areas of the world, including airspace, in which there are geopolitical conflicts and the targeting of commercial aircraft by parties to those conflicts can be significant. Security events, primarily from external sources but also from potential insider threats, also pose a significant risk to our passenger and cargo operations. These events could include random acts of violence and could occur in public areas that we cannot control.

Terrorist attacks, geopolitical conflict or security events, or the fear or threat of any of these events, even if not made directly on or involving the airline industry, could have a significant negative impact on us by discouraging passengers from flying, leading to decreased ticket sales and increased refunds. In addition, potential costs from these types of events include increased security costs, impacts from avoiding flight paths over areas in which conflict is occurring or could occur, such as flight redirections or cancellations, reputational harm and other costs. If any or all of these types of events occur, they could have a material adverse effect on our business, financial condition and results of operations.

The global airline industry is highly competitive and, if we cannot successfully compete in the marketplace, our business, financial condition and results of operations will be materially adversely affected.

The airline industry is highly competitive, marked by significant competition with respect to routes, fares, schedules (both timing and frequency), operational reliability, services, products, customer service and loyalty programs. Consolidation in the airline industry, changes in international alliances, the creation of immunized joint ventures and the rise of subsidized government-sponsored international carriers have altered and will continue to alter the competitive landscape in the industry, resulting in the formation of airlines and alliances with increased financial resources, more extensive global networks and competitive cost structures.

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Item 1A. Risk Factors
Our domestic operations are subject to significant competition from traditional network carriers, including American Airlines and United Airlines, national point-to-point carriers, including Alaska Airlines, JetBlue Airways and Southwest Airlines, and other discount or ultra-low-cost carriers, including Allegiant Air, Avelo Airlines, Breeze Airways, Frontier Airlines and Spirit Airlines. Some of these carriers have business models primarily focused on maintaining low costs, with the intention of providing service at lower fares to destinations served by Delta. In particular, we face significant competition at our domestic hubs and key airports either directly at those airports or at the hubs of other airlines that are located in close proximity. We also face competition in small- to medium-sized markets from regional jet operations of other carriers. Our ability to compete in the domestic market effectively depends, in part, on our ability to maintain a competitive cost structure. If we cannot maintain our costs at a competitive level, then our business, financial condition and results of operations could be materially adversely affected.

Our international operations are subject to competition from both foreign and domestic carriers, including from point-to-point carriers on certain international routes. Through alliance and other marketing and codesharing agreements with foreign carriers, U.S. carriers have increased their ability to sell international transportation, such as services to and beyond traditional European, Asian and Latin American gateway cities. Similarly, foreign carriers have obtained increased access to interior U.S. passenger traffic beyond traditional U.S. gateway cities through these relationships.

In particular, several joint ventures among U.S. and foreign carriers, including several of our joint ventures as well as those of our competitors, have received grants of antitrust immunity allowing the participating carriers to coordinate networks, schedules, pricing, sales and inventory. In addition, alliances formed by domestic and foreign carriers, including SkyTeam, the Star Alliance (among United Airlines, Lufthansa German Airlines, Air Canada and others) and the oneworld alliance (among American Airlines, British Airways, Qantas and others) have enhanced competition in international markets.

The airline industry also faces competition from surface transportation and technological alternatives such as virtual meetings, teleconferencing or videoconferencing. Increased competition from these sectors in both the domestic and international markets may have a material adverse effect on our business, financial condition and results of operations.

Extended interruptions or disruptions in service at major airports in which we operate or significant problems associated with a type of aircraft or engine we operate could have a material adverse effect on our financial condition and results of operations.

The airline industry is heavily dependent on business models that concentrate operations in major airports in the United States and throughout the world. An interruption or disruption at an airport or facility where we have significant operations, whether resulting from air traffic control delays, failure of computer systems or technology infrastructure, weather events or natural disasters, or performance issues from third-party service providers, if sustained for an extended period of time, could have a material adverse effect on our business, financial condition and results of operations.

Similarly, the airline industry is heavily dependent on a limited number of aircraft and engine manufacturers whose products are subject to extensive regulatory requirements. Any significant problems associated with an aircraft or engine type that we operate, including new aircraft or engine types, such as design defects, mechanical problems, contractual performance by the manufacturers or adverse perception by the public leading to customer avoidance, or adverse actions by the FAA resulting in limitations on use or grounding could have a negative impact on our operations if we are not able to substitute or replace the affected aircraft or engine type. Any of the foregoing could have a material adverse effect on our financial condition and results of operations.

The airline industry is subject to extensive regulatory and legal compliance requirements, which is costly and could materially adversely affect our business.

Airlines are subject to extensive regulatory and legal compliance requirements that result in significant costs and may have material adverse effects on our business. There have also been recent legal developments in the United States that may change the way historical obligations have been interpreted or applied.

The FAA from time to time issues directives and other regulations relating to the maintenance and operation of aircraft that necessitate significant expenditures and could carry operational implications. We expect to continue incurring significant expenses to comply with the FAA’s regulations. In addition, a directive or other regulation that has a significant operational impact on us could have a material adverse impact on our financial results.

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Item 1A. Risk Factors
Inefficiencies in the U.S. air traffic control system, which is regulated by the FAA, can result in delays and disruptions of air traffic, especially during peak travel periods in certain congested markets. Failure to implement measures to improve the air traffic control system could lead to increased delays and inefficiencies in flight operations as demand for U.S. air travel increases, having a material adverse effect on our operations. Failure to update the air traffic control system in a timely manner, and the substantial funding requirements of an updated system that may be imposed on air carriers, may have an adverse impact on our financial condition and results of operations.

Airport slot access is subject to government regulation and changes in slot regulations or allocations could impose a significant cost on the airlines operating in airports subject to such regulations or allocations or otherwise adversely affect an airline’s business. Certain of our hubs are among the most congested airports in the United States and have been, and could in the future be, the subject of regulatory action that might limit the number of flights and/or increase costs of operations at certain times or throughout the day. Air traffic control inefficiencies can also enhance these pressures.

Other laws, regulations, taxes and airport rates and charges have also been imposed from time to time that significantly increase the cost of airline operations, reduce revenues or otherwise impact our business. The industry is heavily taxed. Additional taxes and fees, if implemented, could negatively impact our results of operations.

As an international carrier, we are subject to a wide variety of U.S. and foreign laws that affect trade, including tariff and trade policies, export and import requirements, taxes, monetary policies and other restrictions and charges. In particular, the imposition of significant tariffs with respect to aircraft that we are not able to mitigate could substantially increase our costs, which in turn could have a material adverse effect on our financial results.

Some of our operations are in high-risk legal compliance environments. Failure to comply with trade sanctions and restrictions, the Foreign Corrupt Practices Act (the "FCPA") and similar anti-bribery laws in non-U.S. jurisdictions, as well as other applicable laws or regulations could result in litigation, assessment of damages, imposition of penalties or other consequences, any or all of which could harm our reputation and have an adverse effect on our financial results. In certain circumstances, we also may be subject to consequences of the failure of our airline partners to comply with laws and regulations, including U.S. laws to which they may be subject such as the FCPA.

We and other U.S. carriers are subject to U.S. and foreign data privacy and security laws that are not consistent in all countries in which we operate and which are continuously evolving, requiring ongoing monitoring and updates to our privacy and information security programs. Although we dedicate significant resources to manage compliance with global privacy and information security obligations, this challenging regulatory environment may pose material risks to our business, including increased operational burdens and costs, regulatory enforcement, and legal claims or proceedings.

The airline industry is subject to many forms of environmental regulation, including but not limited to regulation of hazardous substances, increased regulation to reduce emissions and other risks associated with climate change. The cost of compliance with more stringent environmental regulations, failure to comply with existing or future regulations or failure to otherwise manage the risks of climate change effectively could have a material adverse effect on our business.

Many aspects of our operations are subject to evolving and increasingly stringent federal, state, local and international laws governing environmental protection. Compliance with existing and future environmental laws and regulations could require capital investment and increase operational costs, and violations can lead to significant fines and penalties and reputational harm.

For example, in 2024, the EPA finalized regulations defining certain per- and polyfluoroalkyl substances ("PFAS") as "hazardous substances" under the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), and the EPA also finalized regulations establishing drinking water standards for certain PFAS under the Safe Drinking Water Act. PFAS are man-made chemicals that have been used in a wide variety of consumer and industrial products, including the firefighting foams used to extinguish fuel-based fires at airports and refineries. Numerous states have adopted regulations governing PFAS as well. The EPA’s final rule under CERCLA, and analogous state laws, could subject airports, airlines, and refineries, among others, to potential liability for cleanup of historical PFAS contamination associated with use of PFAS-containing firefighting foam. In addition, some states have adopted legislation prohibiting the manufacture, sale, distribution and/or use of firefighting foam containing intentionally added PFAS, which may require the transition to alternative fire suppression systems. The ultimate impact and associated cost to Delta of these legislative and regulatory developments related to PFAS, including firefighting foam, cannot be predicted at this time.

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Item 1A. Risk Factors
Future regulatory action concerning climate change, aircraft emissions and noise could have a significant effect on the airline industry. In order to address aircraft carbon dioxide emissions, the International Civil Aviation Organization (ICAO), a United Nations specialized agency, formally adopted a global, market-based emission offset program known as CORSIA. This program establishes a goal for the aviation industry to achieve carbon-neutral growth in international aviation beginning in 2021 through the use of carbon offsets and/or lower carbon aviation fuel. ICAO set the baseline for establishing airlines’ obligations under CORSIA for 2021 to 2023 based on 2019 travel, and in 2022 set a new, more stringent CORSIA baseline of 85% of 2019, which will apply from 2024 through 2035. Because certain CORSIA program details remain to be developed and could potentially be affected by political developments in participating countries or the results of the initial phases of the program, the impact of CORSIA cannot be predicted at this time. However, compliance with CORSIA is expected to increase operating costs for airlines that operate internationally.

In addition to CORSIA, we may face a patchwork of regulation of aircraft emissions in the U.S. and abroad and could become subject to further taxes, charges or additional requirements to obtain permits or purchase allowances or emission credits for greenhouse gas emissions in various jurisdictions. For example, in 2023, the EU adopted updated legislation on the EU Emissions Trading System (“ETS”). That legislation continues in effect the so-called “stop-the-clock” provision whereby EU ETS does not apply to flights to or from locations outside the EEA, Switzerland or the UK until 2027. The legislation also provides for a review of the effectiveness of CORSIA in 2026 that could, if CORSIA is not deemed sufficiently effective, lead to the application of EU ETS to all flights departing the EU and EEA. Also in 2023, the EU adopted legislation that will impose a SAF mandate on fuel supplied at EU airports. The mandate initially requires that, of the jet fuel supplied in the EU, 2% must be SAF beginning in 2025, and the percentage increases incrementally over time to 70% in 2050. This mandate is expected to increase the cost of SAF in the EU. In 2024, the UK also adopted SAF mandate legislation, and other countries are considering mandates.

Additional regulation could result in taxation, regulatory or permitting requirements from multiple jurisdictions for the same operations and significant costs for the airline industry, including Delta. In addition to direct costs, such regulation could result in increased fuel costs passed through from fuel suppliers affected by any such regulations. While the specific nature of future actions is hard to predict, new laws or regulations related to environmental matters adopted in the U.S. or other countries could impose significant additional costs on or otherwise adversely affect our operations. Certain airports have also adopted, and others could in the future adopt, greenhouse gas emission or climate-related goals and requirements that could impact our operations or require us to make changes or investments in our infrastructure.

In addition to risks from potential changes to environmental regulation and policy, the transition to lower-carbon technologies, such as SAF, or changes in consumer preferences resulting from a negative perception of the environmental impact of air travel could materially adversely affect our business and financial results. For example, lower-carbon technologies such as SAF and direct air capture technologies are currently not available at scale and may take decades to develop, and the cost to transition to them could be prohibitively expensive without appropriate government policies and incentives in place.

Because of the global nature of our business, unfavorable economic or political conditions in the markets in which we operate or volatility in currency exchange rates could have a material adverse effect on our business, financial condition and results of operations.

As a result of the discretionary nature of air travel, the airline industry has been cyclical and particularly sensitive to changes in economic conditions. Because we operate globally, our business is subject to economic and political conditions throughout the world. During periods of unfavorable or volatile economic conditions in the economy in the U.S. or abroad, demand for air travel can be significantly impacted as business and leisure travelers choose not to travel, seek alternative forms of transportation for short trips or conduct business using technological alternatives. If unfavorable economic conditions occur, particularly for an extended period, our business, financial condition and results of operations may be adversely affected. In addition, significant or volatile changes in exchange rates between the U.S. dollar and other currencies, and the imposition of exchange controls or other currency restrictions, may have a material adverse effect on our liquidity, financial condition and results of operations.

Our international operations are an important part of our route network. Political disruptions and instability around the world can negatively impact the demand and network availability for air travel. Additionally, any deterioration in global trade relations, such as increased tariffs or other trade barriers, could result in a decrease in the demand for international air travel.


ITEM 1B. UNRESOLVED STAFF COMMENTS

None.
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Item 1C. Cybersecurity
ITEM 1C. CYBERSECURITY

We are committed to safeguarding our information and information systems from unauthorized access, use, disclosure, disruption, modification or destruction. Our program to protect our information assets and the management of risks to those assets supports the confidentiality, integrity, and availability of the information necessary to our long-term business success.

Risk Management & Strategy

Our processes for assessing, identifying and managing material risks from cybersecurity threats is incorporated into our Enterprise Risk Management ("ERM") framework. Our information security and ERM teams coordinate to regularly review and assess these risks using a wide range of tools and services. Our cybersecurity program leverages components from several industry frameworks and generally recognized best practices, including International Organization for Standardization 27001 and National Institute of Standards and Technology ("NIST") standards, such as the NIST Cybersecurity Framework, which emphasizes identification, protection, detection, response and recovery. We regularly assess our information security program capabilities and tools to improve reliability, enhance capabilities and scan our environment for vulnerabilities and weaknesses.

Our information technology teams are trained to remediate vulnerabilities identified within established timeframes and our information security team reports to management on a weekly basis regarding the security risk posture of our information technology assets. We have established a dedicated Information Technology Risk team tasked with the goal of ensuring that risk remediation activities are carried out consistently and that risk remediation controls are operating as intended and within established thresholds.

Enterprise-wide training is a vital component to reducing risk and protecting customers, employees and company information. We expect all Delta employees and third-party contractors to adhere to information security and privacy policies as they handle corporate and customer information in their daily jobs. As a result, we require all employees and contractors with access to Delta’s information to complete annual training, which is updated as new technology, security and privacy issues emerge. All new employees are required to complete training within 30 days of hire. We also conduct, at least annually, other training and employee education activities, including through awareness programs and campaigns.

We engage assessors, consultants, auditors and other third parties to perform assessments of our cybersecurity program with the intent to identify areas for continued improvement, as well as to ensure ongoing compliance with regulatory requirements to which we are subject. In connection with certain regulatory requirements, we are required to engage third parties to assess our cybersecurity controls.

Our cybersecurity program is subject to TSA requirements applicable to certain TSA-regulated airport and aircraft operators, including the requirement to develop a TSA-approved implementation plan describing measures we are taking to improve cybersecurity and to assess the effectiveness of those measures on an ongoing basis.

Our processes also address cybersecurity threat risks associated with our use of third-party service providers, including those who have access to our data or our systems. Third-party risks are included within our risk assessment of vendors, as well as our cybersecurity-specific risk identification program. In addition, cybersecurity considerations affect the selection and oversight of third-party service providers. We perform diligence on third parties, particularly those that have access to our systems, data or facilities that house such systems or data, and continually monitor cybersecurity threat risks identified through such diligence. Additionally, we generally require those third parties that could introduce significant cybersecurity risk to us to agree by contract to manage their cybersecurity risks in specified ways, and to agree to be subject to cybersecurity audits.

We regularly test our incident response processes through table-top exercises to ensure they continue to be effective as our business and the cybersecurity threat landscape evolve. Our incident response processes are designed to guide the actions we take to prepare for, detect, respond to and recover from cybersecurity incidents.

In the last three fiscal years, we have not experienced any material cybersecurity incidents and the expenses we have incurred from cybersecurity incidents were immaterial. We describe whether and how risks related to cybersecurity threats are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, in Item 1A of this Annual Report on Form 10-K, which disclosures are incorporated by reference in this Item 1C.

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Item 1C. Cybersecurity
Governance

Our Board is engaged in the oversight of cybersecurity threat risk management. As reflected in the Audit Committee’s charter, the Board has specifically delegated responsibility for oversight of cybersecurity matters to the Audit Committee as part of its review of our ERM framework. The Audit Committee receives updates on cybersecurity risks and the security and operations of our information technology systems from our Chief Information Officer and our Chief Information Security Officer at least twice per year with additional updates as requested by the Chair of the Audit Committee. In 2024, the Audit Committee received updates on information security matters at two of its regular meetings. In addition, our Chief Information Officer, our Chief Information Security Officer, other members of our information technology leadership team provided a general overview of information technology matters, including cybersecurity, in a special session with all members of our Board of Directors. In addition to information provided in these meetings, members of our Board also have access to internal and external education on cybersecurity risks. The Board also benefits from the expertise of one of our members who has significant experience in management of cybersecurity companies.

Our information security team is led by our Senior Vice President & Chief Information Security Officer, who reports directly to our Executive Vice President - Chief Information Officer. Leadership of the information security team has extensive dedicated cybersecurity experience. Additionally, the collective leadership team holds 21 certifications in cybersecurity and related fields, including Certified Information Systems Security Professional, Certified Information Security Manager, and Certified Information Systems Auditor.

Our Chief Information Security Officer and other members of our cybersecurity leadership team regularly participate in threat intelligence briefings provided through various government and industry entities. Both our Chief Information Officer and our Chief Information Security Officer are members of the Delta Risk Council, which is the management group that oversees all areas of our business risk. Cybersecurity threat risks are a regular subject addressed by this group. In addition, our Chief Information Officer is a member of the Delta Leadership Committee and provides updates to this group as needed about cybersecurity matters. Our cybersecurity incident response plan includes processes for communication about cybersecurity incidents to appropriate levels of management, including to the Risk Council and Leadership Committee, as well as the Audit Committee and the Board, as merited.


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Item 2. Properties
ITEM 2. PROPERTIES

Flight Equipment

Our operating aircraft fleet, purchase commitments and options at December 31, 2024 are summarized in the following table.

Mainline aircraft information by fleet type
Current Fleet(1)
Commitments
Fleet TypeOwnedFinance LeaseOperating LeaseTotalAverage Age (Years)PurchaseOptions
A220-10045——455.0——
A220-30028——282.272—
A319-10057——5722.8——
A320-20055——5528.9——
A321-2007015421276.0——
A321-200neo69——691.48670
A330-20011——1119.8——
A330-30028—33115.9——
A330-900neo2525322.6710
A350-90024—11354.9910
A350-1000—————20—
B-717-2004832—8023.3——
B-737-800734—7723.3——
B-737-900ER114—491639.0——
B-737-10—————10030
B-757-20088——8826.9——
B-757-30016——1621.9——
B-767-300ER40——4028.4——
B-767-400ER21——2124.0——
Total8125311097514.9294120
(1)Excludes certain aircraft we own or lease that are operated by regional carriers on our behalf shown in the table below.

The following table summarizes the aircraft operated by regional carriers on our behalf at December 31, 2024.

Regional aircraft information by fleet type and carrier
Fleet Type(1)(2)
CarrierCRJ-700CRJ-900Embraer 170Embraer 175Total
Endeavor Air, Inc.(3)
9122——131
SkyWest Airlines, Inc.736—86129
Republic Airways, Inc.——114657
Total1615811132317
(1)We own 195 and have operating leases for two of these regional aircraft. The remainder are owned or leased by SkyWest Airlines, Inc. or Republic Airways, Inc.
(2)Excluded from the total operating count above are nine CRJ-700 and one CRJ-900 which are owned and temporarily parked as of December 31, 2024.
(3)Endeavor Air, Inc. is a wholly owned subsidiary of Delta.

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Item 2. Properties
Aircraft Purchase Commitments

As part of a multi-year effort, we have been investing in new aircraft to provide an improved customer experience, greater fuel efficiency that results in reduced carbon emissions, better operating economics and more premium products. Our contractual purchase commitments for additional aircraft as of December 31, 2024 are detailed in the following table:

Aircraft purchase commitments by fleet type
Delivery in Calendar Years Ending
Aircraft Purchase Commitments(1)
202520262027After 2027Total
A220-3001016222472
A321-200neo212930686
A330-900neo7———7
A350-90054——9
A350-1000—441220
B-737-10—202060100
Total437376102294
(1)The timing of these commitments is based on our contractual agreements with the aircraft manufacturers and remains uncertain due to supply chain, manufacturing and regulatory constraints.

During 2024, we entered into a purchase agreement with Airbus for 20 A350-1000 aircraft, with an option to purchase an additional 20 widebody aircraft. Deliveries of these aircraft are scheduled to begin in 2026.

Also during 2024 we amended our purchase agreement with Boeing and received an updated delivery schedule for our Boeing 737-10 orders.

Ground Facilities

Airline Operations

We lease most of the land and buildings that we occupy. Our largest aircraft maintenance base, various equipment maintenance, cargo, flight kitchen and training facilities and most of our principal offices are located at or near the Atlanta airport on land leased from the City of Atlanta. We lease ticket counters, gate areas, operating facilities and other terminal space in most of the airports that we serve. At most airports, we have entered into use agreements which provide for the non-exclusive use of runways, taxiways and other improvements and facilities. Landing fees under these agreements normally are based on the number of landings and weight of aircraft. These leases and use agreements generally run for periods of less than one year to 30 years or more, and often contain provisions for periodic adjustments of lease rates, landing fees and other charges applicable under that type of agreement. We also lease aircraft maintenance, equipment maintenance and air cargo facilities at several airports. Our facility leases generally require us to pay the cost of providing, operating and maintaining such facilities, including, in some cases, amounts necessary to pay debt service on special facility bonds issued to finance their construction. We also lease computer facilities, marketing offices, reservations offices and other off-airport facilities in certain locations for varying terms.

We own our Atlanta reservations center, other real property in Atlanta and reservations centers in North Dakota and Minnesota.

Refinery Operations

Our Monroe subsidiaries own and operate the Trainer refinery and related assets in Pennsylvania. The facilities include pipelines and terminal assets that allow the refinery to supply jet fuel to our airline operations throughout the Northeastern U.S., including our New York hubs at LaGuardia and JFK.

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Item 3. Legal Proceedings
ITEM 3. LEGAL PROCEEDINGS

Capacity Antitrust Litigation

In July 2015, a number of purported class action antitrust lawsuits were filed alleging that Delta, American, United and Southwest had conspired to restrain capacity. The lawsuits were filed in the wake of media reports that the U.S. Department of Justice had served civil investigative demands upon these carriers seeking documents and information relating to this subject. The lawsuits have been consolidated into a single Multi-District Litigation proceeding in the U.S. District Court for the District of Columbia. In August 2023, the Court denied the defendants' motions for summary judgment that had been pending for over two years. In Fall 2023, we moved to certify the decision for an interlocutory appeal or for reconsideration, and briefing related to that motion is now complete. We believe the claims in these cases are without merit and are vigorously defending these lawsuits.


ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.
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Item 5. Market Information
Part II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is listed on the New York Stock Exchange ("NYSE") under the trading symbol DAL.

Holders

As of January 31, 2025, there were approximately 2,100 holders of record of our common stock.

Dividends

After suspending dividends in March 2020, our Board of Directors re-instated a quarterly dividend program in 2023 with $0.10 per share dividend payments in both the September and December quarters. During 2024, we continued our quarterly dividend program with $0.10 per share payments in the March 2024 and June 2024 quarters, and $0.15 per share payments in the September 2024 and December 2024 quarters. The Board expects to be able to continue to pay cash dividends for the foreseeable future, subject to applicable limitations under Delaware law and compliance with covenants in certain of our credit facilities. Dividend payments are dependent upon our results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by the Board of Directors.


Stock Performance Graph

The following graph compares the cumulative total returns during the period from December 31, 2019 to December 31, 2024 of our common stock to the Standard & Poor's 500 Stock Index and the NYSE ARCA Airline Index. The comparison assumes $100 was invested on December 31, 2019 in each of our common stock and the indices and assumes that all dividends were reinvested.

383

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Item 5. Market Information
Issuer Purchases of Equity Securities

The following table presents information with respect to purchases of common stock we made during the December 2024 quarter. The table reflects shares withheld from employees to satisfy certain tax obligations due in connection with grants of stock under the Delta Air Lines, Inc. Performance Compensation Plan (the "Plan"). The Plan provides for the withholding of shares to satisfy tax obligations but it does not specify a maximum number of shares that can be withheld for this purpose. The shares of common stock withheld to satisfy tax withholding obligations may be deemed to be "issuer purchases" of shares that are required to be disclosed pursuant to this Item.

Shares purchased / withheld from employee awards during the December 2024 quarter
PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value (in millions) of Shares That May Yet Be Purchased Under the Plan or Programs
October 20249,168 $49.98 9,168 $— 
November 20242,845 $63.62 2,845 $— 
December 20242,383 $63.02 2,383 $— 
Total14,396 14,396 


ITEM 6. (RESERVED)
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Item 7. MD&A
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of Form 10-K does not address certain items regarding the year ended December 31, 2022. Discussion and analysis of 2022 and year-to-year comparisons between 2023 and 2022 not included in this Form 10-K can be found in "Item 7. Management's Discussion and Analysis" of our Annual Report on Form 10-K for the year ended December 31, 2023. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited Consolidated Financial Statements and the related notes and other financial information as well as the material risk factors included elsewhere in this Annual Report on Form 10-K.

2024 Financial Overview

Our 2024 operating income was $6.0 billion, an improvement of $474 million compared to 2023, and operating income, adjusted (a non-GAAP financial measure) was $6.0 billion, a decrease of $318 million compared to 2023. Operating income, adjusted in 2023 excluded one-time pilot agreement expenses and other items. The changes in operating income and operating income, adjusted are primarily resulting from increases in both revenue and operating expenses as described below. As a result of our strong performance in 2023 and 2024, we paid profit sharing of $1.4 billion in February 2024 to our employees and will pay another $1.4 billion in February 2025 in recognition of these achievements.

Revenue. Compared to 2023, our 2024 operating revenue increased $3.6 billion, or 6%, primarily due to a 6% increase in capacity driven by continued strength in demand for domestic and international travel and premium products, as well as an increase in revenue related to refinery sales to third parties. Total revenue, adjusted (a non-GAAP financial measure) increased in 2024 by $2.3 billion, or 4.3%, compared to 2023. Adjustments were to exclude revenue related to refinery sales to third parties. In July 2024, our operations were significantly disrupted by the CrowdStrike-caused outage. We estimate that this disruption led to a direct revenue impact of approximately $380 million related to approximately 7,000 flight cancellations over five days, which reduced our expected year-over-year capacity growth by approximately 0.4 percentage points during 2024.

Operating Expense. Total operating expense increased $3.1 billion, or 6%, compared to 2023, primarily resulting from higher employee-related costs from increased wages and related expenses, higher volume-related expenses associated with the 6% increase in capacity and an increase in expenses related to refinery sales to third parties. The CrowdStrike-caused outage and operational recovery resulted in approximately $170 million of additional operating expenses primarily due to customer expense reimbursements and crew-related costs. Fuel expense was approximately $50 million lower than it would have been as a result of the flight cancellations. Total operating expense, adjusted (a non-GAAP financial measure) increased $2.7 billion, or 5%, compared to 2023. Current year adjustments were primarily to exclude expenses related to refinery sales to third parties, while prior year adjustments also excluded the pilot agreement and related expenses.

Our total operating cost per available seat mile ("CASM") of 19.30 cents was comparable to 2023, primarily due to lower fuel expense and a 6% increase in capacity offset by higher expenses associated with the increase in capacity and related to refinery sales to third parties. Non-fuel unit costs ("CASM-Ex", a non-GAAP financial measure), which excludes fuel, expenses related to refinery sales to third parties and other items, increased 2.8% to 13.54 cents compared to 2023.

Non-Operating Results. Total non-operating expense was $1.3 billion in 2024, compared to total non-operating income of $87 million in 2023, primarily due to mark-to-market gains on certain of our equity investments in 2023 partially offset by lower expenses in 2024 associated with our debt reduction initiatives.

Cash Flow. During 2024, operating activities generated $8.0 billion, primarily from ticket sales and the sale of SkyMiles to our partners. Total cash sales of SkyMiles to American Express were $7.4 billion during 2024, an increase of approximately 8% compared to 2023. Investing activities resulted in net cash outflows of approximately $3.7 billion, primarily for $5.1 billion of capital expenditures, partially offset by $1.1 billion of net redemptions of short-term investments. After adjusting for certain activities, these results generated $3.4 billion of free cash flow (a non-GAAP financial measure) in 2024.

Also, during 2024 we had cash outflows of approximately $4.0 billion primarily related to repayment of our debt and finance leases, including approximately $1.1 billion for early repayments and the remainder from scheduled maturities. Our cash, cash equivalents, short-term investments and aggregate principal amount committed and available to be drawn under our revolving credit facilities ("liquidity") at December 31, 2024 was $6.1 billion.

The non-GAAP financial measures of operating income, adjusted, total revenue, adjusted, total operating expense, adjusted, CASM-Ex and free cash flow used above are defined and reconciled in "Supplemental Information" below.
Delta Air Lines, Inc. | 2024 Form 10-K
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Item 7. MD&A - Results of Operations
Results of Operations

Operating Revenue
Year Ended December 31,
Increase (Decrease)% Increase (Decrease)
(in millions)(1)
20242023
Ticket - Main cabin$24,497 $24,477 $20 — %
Ticket - Premium products20,599 19,119 1,480 8 %
Loyalty travel awards3,841 3,462 379 11 %
Travel-related services1,957 1,851 106 6 %
Total passenger revenue$50,894 $48,909 $1,985 4 %
Cargo822 723 99 14 %
Other9,927 8,416 1,511 18 %
Total operating revenue$61,643 $58,048 $3,595 6 %
TRASM (cents)21.37 ¢21.34 ¢0.03 ¢— %
Third-party refinery sales(2)
(1.61)(1.24)(0.37)30 %
TRASM, adjusted (cents)19.76 ¢20.10 ¢(0.34)¢(1.6)%
(1)Total amounts in the table above may not calculate exactly due to rounding.
(2)For additional information on adjustments to TRASM, see "Supplemental Information" below.

Operating Revenue

Our operating revenue increased $3.6 billion, or 6%, compared to 2023 related to a 6% increase in capacity resulting from continued strength in demand for domestic and international travel, particularly for our premium products (including Delta One, First Class, Delta Premium Select and Delta Comfort+), as well as increased revenue related to refinery sales to third parties and loyalty travel awards. Total revenue per available seat mile ("TRASM") remained flat as revenues increased at the same rate as capacity.

See "Refinery Segment" below for additional details on the refinery's operations, including third party refinery sales recorded in other revenue, during each period.

Passenger Revenue by Geographic Region
Increase (Decrease) vs. Year Ended December 31, 2023
(in millions)Year Ended December 31, 2024Passenger Revenue
RPMs (Traffic)
ASMs (Capacity)Passenger Mile YieldPRASMLoad Factor
Domestic$35,226 4 %5 %5 %(1)%(1)%— pts
Atlantic9,133 1 %1 %— %— %1 %1 pt
Latin America3,995 5 %14 %15 %(8)%(8)%— pts
Pacific2,540 22 %30 %32 %(6)%(7)%(1)pt
Total passenger revenue$50,894 4 %6 %6 %(2)%(2)%— pts

Domestic

Domestic passenger unit revenue ("PRASM") for 2024 decreased 1% compared to 2023 due to a 4% increase in revenue on a 5% increase in capacity.

Domestic revenue in 2024 was above 2023 levels as we experienced strong demand across the domestic network. We generated higher growth in premium products revenue compared to main cabin with the delivery of new aircraft that include more premium seat capacity and an increase in yield in premium products compared to main cabin, as we see more consumers choosing these premium offerings.

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Item 7. MD&A - Results of Operations
International

International passenger revenue for 2024 increased 5% with capacity up 8% compared to 2023. Revenue in each international region increased in 2024, with the Pacific growing at the greatest rate as we continue to restore capacity in the region.

Demand for transatlantic travel remained at high levels throughout 2024 with revenue increasing slightly on flat capacity compared to 2023. Revenue growth in the Atlantic was led by demand for travel to European leisure destinations and our premium product offerings.

Latin America region revenue increased during 2024 compared to 2023, due to strong demand for leisure destinations in South America and the Caribbean on a 15% increase in capacity. We continued to build on the strength of our joint venture with LATAM in South America through additional routes, greater network connectivity, and a more streamlined airport experience.

The Pacific region benefited from improved demand for travel to the region, particularly to South Korea and Japan, on 32% increased capacity. Our performance in South Korea benefited from the strength of our joint venture partnership with Korean Air, which enables passengers to more seamlessly connect to over 80 destinations in Asia. Revenue from flights to Japan increased due to higher demand for travel from the United States due in part to weakness in the Japanese Yen compared to the U.S. dollar.

Other Revenue
Year Ended December 31,
Increase (Decrease)% Increase (Decrease)
(in millions)20242023
Refinery$4,642 $3,379 $1,263 37 %
Loyalty program3,297 3,093 2047 %
Ancillary businesses772 840 (68)(8)%
Miscellaneous1,216 1,104 11210 %
Total other revenue$9,927 $8,416 $1,511 18 %

Refinery. This represents refinery sales of non-jet fuel products to third parties. These sales increased $1.3 billion compared to 2023. See "Refinery Segment" below for additional details on the refinery's operations, including third party refinery sales recorded in other revenue, during each period.

Loyalty Program. This relates to revenues from brand usage by third parties and other performance obligations embedded in miles sold, as well as redemption of miles for non-air travel and other awards. These revenues are mainly driven by customer spend on American Express cards and new cardholder acquisitions. Revenues from our relationship with American Express increased compared to 2023 driven by co-brand card spend growth and card account acquisitions.

Ancillary Businesses. This includes revenues from aircraft maintenance services we provide to third parties and our vacation package operations.

Miscellaneous. This is primarily composed of revenues related to lounge access, including access provided to certain American Express cardholders, codeshare agreements and certain other commercial relationships. The increase in revenues was primarily driven by codeshare agreements and other commercial relationships.
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Item 7. MD&A - Results of Operations
Operating Expense
Year Ended December 31,
Increase (Decrease)
% Increase (Decrease)(1)
(in millions)20242023
Salaries and related costs$16,161 $14,607 $1,554 11 %
Aircraft fuel and related taxes10,566 11,069 (503)(5)%
Ancillary businesses and refinery5,416 4,172 1,244 30 %
Contracted services4,228 4,041 187 5 %
Landing fees and other rents3,150 2,563 587 23 %
Aircraft maintenance materials and outside repairs2,616 2,432 184 8 %
Depreciation and amortization2,513 2,341 172 7 %
Passenger commissions and other selling expenses2,485 2,334 151 6 %
Regional carrier expense2,328 2,200 128 6 %
Passenger service1,788 1,750 38 2 %
Profit sharing1,389 1,383 6 — %
Aircraft rent548 532 16 3 %
Pilot agreement and related expenses— 864 (864)NM
Other2,460 2,239 221 10 %
Total operating expense$55,648 $52,527 $3,121 6 %
(1)Certain variances are labeled as not meaningful ("NM") throughout management's discussion and analysis.

Salaries and Related Costs. The increase in salaries and related costs primarily resulted from the implementation of base pay increases for eligible employees of 5% effective June 1, 2024 and for Delta pilots on January 1, 2024. In June 2024 we also increased our minimum starting wage for domestic mainline employees to $19 per hour. Salaries and related costs also increased due to additional crew-related costs resulting from the CrowdStrike-caused outage and costs to support increased traffic. Employee benefits increased on higher healthcare expenses and from travel passes awarded to employees in recognition of their hard work through the summer. See Note 9 of the Notes to the Consolidated Financial Statements for additional information on our employee benefit plans.

Aircraft Fuel and Related Taxes. Fuel expense decreased $503 million compared to 2023 primarily due to a 12% decrease in the market price of jet fuel partially offset by a 5% increase in consumption on a 6% increase in capacity, resulting in a 1% improvement in fuel efficiency. Fuel expense was also approximately $50 million lower than it would have been as a result of the 7,000 flight cancellations over the five-day period following the CrowdStrike-caused outage.

Fuel expense and average price per gallon
Average Price Per Gallon
Year Ended December 31,
Increase (Decrease)
Year Ended December 31,
Increase (Decrease)
(in millions, except per gallon data)2024202320242023
Fuel purchase cost(1)
$10,583 $11,506 $(923)$2.57 $2.93 $(0.36)
Fuel hedge impact21 (52)73 0.01 (0.01)0.02 
Refinery segment impact(38)(385)347 (0.01)(0.10)0.09 
Total fuel expense$10,566 $11,069 $(503)$2.57 $2.82 $(0.25)
(1)Market price for jet fuel at airport locations, including related taxes and transportation costs.

Ancillary Businesses and Refinery. Ancillary businesses and refinery includes expenses associated with refinery sales to third parties, aircraft maintenance services we provide to third parties and our vacation package operations. The increase in these expenses was primarily related to higher refinery sales to third parties, which increased $1.3 billion compared to 2023. See "Refinery Segment" below for additional details on the refinery's operations, including third party refinery sales.

Landing Fees and Other Rents. The increase in landing fees and other rents resulted from higher rates charged by airports following extensive redevelopment projects at numerous facilities and more flights compared to 2023.

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Item 7. MD&A - Results of Operations
Pilot agreement and related expenses. In the March 2023 quarter, Delta pilots ratified a new four-year Pilot Working Agreement effective January 1, 2023. The agreement includes numerous work rule changes and pay rate increases during the four-year term, including an initial pay rate increase of 18%. The agreement also includes a provision for a one-time payment made upon ratification in the March 2023 quarter of $735 million. Additionally, we recorded adjustments to other benefit-related items of approximately $130 million.

Other. The increase in other is primarily due to higher volume-related expenses associated with increased capacity, such as flight crew and other employee travel and incidental costs and the impact of service recovery costs including customer expense reimbursements from the CrowdStrike-caused outage.


Non-Operating Results
Year Ended December 31,
Favorable (Unfavorable)
(in millions)20242023
Interest expense, net$(747)$(834)$87 
Gain/(loss) on investments, net(319)1,263 (1,582)
Loss on extinguishment of debt (39)(63)24 
Miscellaneous, net(232)(279)47 
Total non-operating (expense)/income, net$(1,337)$87 $(1,424)

Interest expense, net. Interest expense, net includes interest expense and interest income. This decreased compared to 2023 primarily on reduced interest expense resulting from our debt reduction initiatives, which was partially offset by lower interest income. We are reducing the total amount of interest expense by pre-paying our debt in addition to periodic amortization payments and scheduled maturities. During 2024, we made $4.0 billion of payments on debt and finance lease obligations, including approximately $1.1 billion of early repayments. This included early extinguishment of $844 million in principal related to a portion of the SkyMiles Term Loan and various secured and unsecured notes, and approximately $280 million for finance leased aircraft that were purchased. We continue to seek opportunities to pre-pay our debt, in addition to periodic amortization payments and scheduled maturities, during 2025 and beyond. Interest rates on the Payroll Support Program loans are 1.00% for the first five years and the applicable SOFR plus 2.00% in the final five years. The applicable interest rates will begin to adjust for each loan in April 2025, January 2026 and April 2026.

Interest income decreased due to lower cash, cash equivalents and short-term investment balances throughout most of 2024.

Gain/(loss) on investments, net. See Note 4 of the Notes to the Consolidated Financial Statements for additional information on our equity investments measured at fair value on a recurring basis. Net unrealized gains on our equity method investments during 2023 were primarily related to Wheels Up, Hanjin-KAL and LATAM.

Loss on extinguishment of debt. This reflects the losses incurred in the early repayment of debt referenced above.

Miscellaneous, net. Miscellaneous, net primarily includes employee benefit plans net periodic cost, charitable contributions, our share of our equity method investments' results and foreign exchange gains/(losses). See Note 4 of the Notes to the Consolidated Financial Statements for additional information on our equity investments.


Income Taxes

Our effective tax rate was 26% and 18% for 2024 and 2023, respectively. Our effective tax rate is impacted by net pre-tax income or loss recognized on our equity investments, which are considered capital assets for tax purposes, because realized capital losses can only be deducted against realized capital gains. As of December 31, 2024, we had approximately $2.7 billion of U.S. federal pre-tax net operating loss carryforwards which we are expecting to utilize during 2025. These net operating loss carryforwards were primarily generated in 2020 and do not expire.

We expect our annual effective tax rate to be between 23% and 25% for 2025. In certain periods, we may have adjustments to our net deferred tax liabilities as a result of changes in prior year estimates, mark-to-market adjustments on our equity investments and tax laws enacted during the period, which will impact the effective tax rate for that period.

For more information about our income taxes, see Note 11 of the Notes to the Consolidated Financial Statements.
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Item 7. MD&A - Refinery Segment
Refinery Segment

The refinery operated by our wholly owned subsidiary Monroe primarily produces gasoline, diesel and jet fuel. Monroe has agreements in place to exchange the non-jet fuel products the refinery produces with third parties for jet fuel consumed in our airline operations. The jet fuel produced and procured through exchanging gasoline and diesel fuel produced by the refinery typically provides approximately 200,000 barrels per day, or approximately 75% of our consumption, for use in our airline operations. The refinery regularly optimizes its sales and exchange activities of non-jet fuel products based on market conditions and the availability of counterparties for exchanges. Refinery revenues increased in 2024, primarily driven by the increase in third party refinery sales on reduced exchanges of non-jet fuel products due to the availability of exchange counterparties, and reduced production in 2023 related to the planned maintenance turnaround. The refinery operating income decreased in 2024 compared to 2023 mainly due to lower industry refining margins.

Refinery segment financial information
Year Ended December 31,
% Increase (Decrease)
(in millions, except per gallon data)20242023
Exchanged products $1,473 $2,354 (37)%
Sales of refined products 231 304 (24)%
Sales to airline segment1,421 1,535 (7)%
Third-party refinery sales4,642 3,379 37 %
Operating revenue $7,767 $7,572 3 %
Operating income$38 $385 (90)%
Refinery segment impact on average price per fuel gallon $(0.01)$(0.10)(90)%

A refinery is subject to annual EPA requirements to blend renewable fuels into the gasoline and on-road diesel fuel it produces. A refinery may meet its obligation by blending the necessary volumes of renewable fuels, by purchasing Renewable Identification Numbers ("RINs") in the open market or through a combination of blending and purchasing RINs. Because Monroe is able to blend only a small amount of renewable fuels, it must purchase the majority of its RINs requirement in the secondary market. Monroe incurred $203 million in RINs compliance costs during 2024, compared to $323 million incurred in 2023.

For more information regarding the refinery's results, see Note 14 of the Notes to the Consolidated Financial Statements.


Operating Statistics
Year Ended December 31,
Consolidated (1)
20242023
Revenue passenger miles (in millions)246,145 232,241 
Available seat miles (in millions)288,394 272,033 
Passenger mile yield20.68 ¢21.06 ¢
Passenger revenue per available seat mile ("PRASM")17.65 ¢17.98 ¢
Total revenue per available seat mile ("TRASM")21.37 ¢21.34 ¢
TRASM, adjusted(2)
19.76 ¢20.10 ¢
Cost per available seat mile ("CASM")19.30 ¢19.31 ¢
CASM-Ex(2)
13.54 ¢13.17 ¢
Passenger load factor85 %85 %
Fuel gallons consumed (in millions)4,114 3,926 
Average price per fuel gallon(3)
$2.57 $2.82 
Average price per fuel gallon, adjusted(2)(3)
$2.56 $2.83 
Approximate full-time equivalent employees, end of period103,000 103,000 
(1)Includes the operations of our regional carriers under capacity purchase agreements. Full-time equivalent employees exclude employees of regional carriers that we do not own.
(2)Non-GAAP financial measures are defined and reconciled to TRASM, CASM and average fuel price per gallon, respectively, in "Supplemental Information" below.
(3)Includes the impact of refinery segment results and fuel hedge activity.
Delta Air Lines, Inc. | 2024 Form 10-K
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Item 7. MD&A - Financial Condition and Liquidity
Financial Condition and Liquidity

As of December 31, 2024, we had $6.1 billion in cash, cash equivalents, short-term investments and aggregate principal amount committed and available to be drawn under our revolving credit facilities ("liquidity"). We expect to meet our liquidity needs for the next twelve months with cash and cash equivalents, restricted cash equivalents and cash flows from operations. We expect to meet our long-term liquidity needs with cash flows from operations and financing arrangements.

Sources and Uses of Liquidity

Operating Activities

Operating activities in 2024 provided $8.0 billion of cash flow compared to $6.5 billion in 2023. We expect to continue generating cash flows from operations during 2025.

Our operating cash flow is impacted by the following factors:

Seasonality of Advance Ticket Sales. We sell tickets for air travel in advance of the customer's travel date. When we receive a cash payment at the time of sale, we record the cash received on advance sales as deferred revenue in air traffic liability. The air traffic liability typically increases during the winter and spring months as advanced ticket sales grow prior to the summer peak travel season and decreases during the summer and fall months.

Sale of Miles to Participating Companies. Customers earn miles based on their spending with participating companies such as credit card, retail, ridesharing, car rental and hotel companies with which we have marketing agreements to sell miles. Payments are typically due to us monthly based on the volume of miles sold during the period. Our most significant contract to sell miles relates to our co-brand credit card relationship with American Express. Total cash sales to American Express were $7.4 billion during 2024, an increase of 8% compared to the prior year. See Note 2 of the Notes to the Consolidated Financial Statements for further information regarding the cash sales from marketing agreements.

Fuel. Fuel expense represented approximately 19% of our total operating expense during 2024. The market price for jet fuel is volatile, which can impact the comparability of our periodic cash flows from operations. The average fuel price per gallon decreased in 2024. We expect continued higher market price volatility compared to historical levels due to geopolitical events. As capacity increased throughout the year, fuel consumption was higher in 2024 than 2023. We expect fuel consumption to increase in 2025 aligned with capacity, partially offset by improvements in the fuel efficiency of our fleet.

We expect our commitment to environmental sustainability to depend on increased use of SAF, which is not presently available at scale or at prices competitive to jet fuel. While we do not expect a material adverse effect on our Consolidated Financial Statements in the near-term from the use of SAF, we are unable to predict the financial impact of increased use of SAF on our Consolidated Financial Statements over the longer term as government policies and incentives for, and sufficient third-party investment in, SAF are necessary to make its use in larger quantities commercially and economically feasible.

Employee Benefit Obligations. We sponsor defined benefit and defined contribution pension plans for eligible employees and retirees. Our funding obligations for defined benefit plans are governed by the Employee Retirement Income Security Act ("ERISA") and any additional applicable legislation. We had no minimum funding requirements in 2024, and estimate that there will be approximately $80 million of minimum funding requirements under these plans in 2025. Payments to defined contribution plans were approximately $1.3 billion during the year ended December 31, 2024.

In addition, we have employee benefit obligations relating primarily to projected future benefit payments from our unfunded postretirement and postemployment plans. Benefit payments for these obligations are expected to be approximately $500 million on an annual basis over the next five years. See Note 9 of the Notes to the Consolidated Financial Statements for more information on our employee benefit obligations.

Profit Sharing. Our broad-based employee profit sharing program provides that, for each year in which we have an annual pre-tax profit, as defined by the terms of the program, we will pay a specified portion of that profit to employees. In determining the amount of profit sharing, the program defines profit as pre-tax profit adjusted for profit sharing and certain other items.

We pay profit sharing annually in February. We paid $1.4 billion in 2024 to our employees in recognition of their contributions toward meeting our financial goals. During the year ended December 31, 2024, we recorded $1.4 billion in profit sharing expense based on 2024 pre-tax profit, which we will pay to employees in February 2025.
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Item 7. MD&A - Financial Condition and Liquidity
Contract Carrier Obligations. We have certain estimated minimum fixed obligations under capacity purchase agreements with third-party regional carriers. These minimum amounts are based on the required minimum levels of flying by the regional carriers under the respective agreements and assumptions regarding the costs associated with such minimum levels of flying. As of December 31, 2024 the total of these minimum amounts was $7.7 billion and range from approximately $700 million to $1.8 billion on an annual basis over the next five years. See Note 10 of the Notes to the Consolidated Financial Statements for more information on our contract carrier obligations.

Operating Lease Obligations. As described further in Note 7 of the Notes to the Consolidated Financial Statements, as of December 31, 2024 we had a total of $8.4 billion of minimum operating lease obligations. These minimum lease payments range from approximately $600 million to $1.0 billion on an annual basis over the next five years.

Other Obligations. We have certain purchase obligations under which we are required to make minimum payments for goods and services, including, but not limited to, aviation-related, maintenance, technology, sponsorships, marketing, insurance and other third-party services and products. As of December 31, 2024, we had approximately $9.3 billion of such obligations, which range from approximately $400 million to $1.3 billion on an annual basis over the next five years.

Income Taxes. We expect to utilize our remaining net operating loss carryforwards during 2025. Once these are exhausted, under current tax laws, we expect to be a partial cash taxpayer during 2025.

Investing Activities

Short-Term Investments. In 2024, we redeemed a net of $1.1 billion in short-term investments. During 2024 our investment strategy shifted to no longer include short-term investments and accordingly as of December 31, 2024 we have no short-term investments and do not expect any further activity in the foreseeable future. See Note 1 and Note 3 of the Notes to the Consolidated Financial Statements for further information on these investments.

Capital Expenditures. Our capital expenditures (i.e., property and equipment additions in our Consolidated Statements of Cash Flows ("cash flows statement")) were $5.1 billion and $5.3 billion in 2024 and 2023, respectively. Our capital expenditures are primarily related to the purchases of aircraft, airport construction projects (discussed below), fleet modifications and technology enhancements.

We have committed to future aircraft purchases and have obtained, but are under no obligation to use, long-term financing commitments for a substantial portion of the purchase price of the aircraft. Our expected 2025 capital spend of approximately $5.0 billion, which may vary depending on financing decisions, will be primarily for aircraft, including deliveries and advance deposit payments, as well as fleet modifications and technology enhancements. As described in Part I, Item 1. "Business - Environmental Sustainability," aircraft fleet renewal is an important component of our environmental sustainability strategy and the path to achievement of our ambitious climate goals, which will continue to require extensive capital investment in future periods. See Note 10 of the Notes to the Consolidated Financial Statements for additional information regarding our aircraft purchase commitments, which totaled approximately $18.3 billion as of December 31, 2024.

New York-LaGuardia Redevelopment. In 2024, we substantially completed all construction for the replacement of Terminals C and D of the New York-LaGuardia Airport with a new state-of-the-art terminal facility.

The project cost approximately $4.2 billion and was funded through debt issuance, existing cash and a Port Authority contribution of approximately $500 million. We entered into loan agreements to fund a portion of the construction, which are recorded on our Consolidated Balance Sheets ("balance sheets") as debt with the proceeds reflected as restricted cash. Using funding primarily provided by these arrangements, we spent approximately $300 million, $500 million and $650 million during 2024, 2023 and 2022, respectively. We expect only a small amount of spend in 2025 as the project is finalized. See Note 6 of the Notes to the Consolidated Financial Statements for additional information on the debt related to the redevelopment project.

Los Angeles International Airport ("LAX") Construction. In 2023, we substantially completed all construction for the LAX upgrade and modernization project that consolidates Terminals 2 and 3, as well as connects these terminals to the Tom Bradley International Terminal. The project cost approximately $2.5 billion.

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Item 7. MD&A - Financial Condition and Liquidity
A substantial majority of the project costs were funded through the Regional Airports Improvement Corporation ("RAIC"), a California public benefit corporation, using a revolving credit facility provided by a group of lenders. The credit facility was executed in 2017 and we have guaranteed the obligations of the RAIC under the credit facility. Loans made under the credit facility are being repaid with the proceeds from the City of Los Angeles' (the "City") purchase of completed project assets. Under the lease agreement and subsequent project component approvals by the City's Board of Airport Commissioners, the City appropriated approximately $1.8 billion to purchase completed project assets, representing the maximum allowable reimbursement by the City. Costs incurred in excess of the $1.8 billion maximum were not reimbursed by the City.

Our net project costs were approximately $700 million, of which approximately $350 million has been reflected as investing activities and approximately $350 million as operating activities in our cash flows statement since the project started in 2017. We expect only a small amount of spend in 2025 as the project is finalized.

Financing Activities

Debt and Finance Leases. In 2024, we had cash outflows of approximately $4.0 billion related to repayments of our debt and finance leases, including approximately $1.1 billion of early repayments. This included early extinguishment of $844 million in principal related to a portion of the SkyMiles Term Loan and various secured and unsecured notes, and approximately $280 million for finance leased aircraft that were purchased. We continue to seek opportunities to pre-pay our debt, in addition to periodic amortization payments and scheduled maturities, during 2025 and beyond.

During 2024, Fitch and S&P Global upgraded their credit ratings of Delta to BBB-, an investment grade rating. When combined with Moody's, which affirmed our credit rating (Baa3) and upgraded its outlook for Delta to positive in 2024, we have now achieved investment-grade ratings across the major credit rating agencies. See Note 6 of the Notes to the Consolidated Financial Statements for further information on the effect of these ratings changes on our debt agreements.

The principal amount of our debt and finance leases was $16.2 billion at December 31, 2024.

Future Debt Obligations. As described further in Note 6 of the Notes to the Consolidated Financial Statements, as of December 31, 2024, scheduled maturities of our debt in 2025 are $1.8 billion, with maturities from 2026 through 2029 ranging between $600 million and $2.3 billion annually. As of December 31, 2024, scheduled maturities after 2029 aggregate to $6.6 billion. In addition, we are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of December 31, 2024, these interest obligations total approximately $3.0 billion and range from approximately $200 million to $600 million on an annual basis over the next five years.

Finance Lease Obligations. As described further in Note 7 of the Notes to the Consolidated Financial Statements, as of December 31, 2024 we had a total of $897 million of minimum finance lease obligations. These minimum lease payments range from approximately $30 million to $400 million on an annual basis over the next five years.

Capital Returns to Shareholders. During 2024, we continued our quarterly dividend program with $0.10 per share payments in the March 2024 and June 2024 quarters and $0.15 per share payments in the September 2024 and December 2024 quarters. Total dividend payments during the year ended December 31, 2024 were $321 million.

On February 6, 2025, the Board of Directors approved and we will pay a quarterly dividend of $0.15 per share on March 20, 2025 to shareholders of record as of February 27, 2025.

Undrawn Lines of Credit. As of December 31, 2024 we had approximately $3.1 billion undrawn and available under our revolving credit facilities.

Covenants. We were in compliance with the covenants in our debt agreements at December 31, 2024. See Note 6 of the Notes to the Consolidated Financial Statements for more information on the covenants in our debt agreements.


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Item 7. MD&A - Critical Accounting Estimates
Critical Accounting Estimates

Our critical accounting estimates are those estimates made in accordance with generally accepted accounting principles in the U.S. ("GAAP") that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our consolidated results of operations or financial condition. Accordingly, the actual results may differ materially from these estimates. For a discussion of our significant accounting policies, see Note 1 of the Notes to the Consolidated Financial Statements, unless otherwise noted below.

Loyalty Program

Our SkyMiles loyalty program generates customer loyalty by rewarding customers with incentives to travel on Delta. This program allows customers to earn miles by flying on Delta, Delta Connection carriers and other airlines that participate in the loyalty program. When traveling, customers earn miles primarily based on the passenger's loyalty program status, fare class and ticket price. Customers can also earn miles through participating companies. Miles are redeemable by customers for air travel on Delta and other participating airlines, access to Delta Sky Club and other program awards. To facilitate transactions with participating companies, we sell miles to non-airline businesses and other airlines.

The loyalty program includes two types of transactions that are considered revenue arrangements with multiple performance obligations (1) passenger ticket sales earning miles and (2) sale of miles to participating companies.

Passenger Ticket Sales Earning Miles. Passenger ticket sales earning miles provide customers with (1) miles earned and (2) air transportation, which are each considered performance obligations. We value each performance obligation on a standalone basis. To value the miles earned, we consider the quantitative value a passenger receives by redeeming miles for a ticket rather than paying cash, which is referred to as equivalent ticket value ("ETV"). Our estimate of ETV is adjusted for miles that are not likely to be redeemed ("mileage breakage"). We use statistical models to estimate mileage breakage based on historical redemption patterns. A change in assumptions regarding the redemption activity for miles or the estimated fair value of miles expected to be redeemed could have a material impact on our revenue in the year in which the change occurs and in future years. We recognize mileage breakage proportionally during the period in which the remaining miles are actually redeemed.

At December 31, 2024, the aggregate deferred revenue balance associated with the SkyMiles program was $8.8 billion. A hypothetical 10% change in the number of outstanding miles estimated to be redeemed would result in an impact of less than 1% of total operating revenue recognized for the year ended December 31, 2024.

We defer revenue for the miles when earned and recognize loyalty travel awards in passenger revenue as the miles are redeemed and transportation is provided. We record the air transportation portion of the passenger ticket sales in air traffic liability and recognize passenger revenue when we provide transportation or if the ticket goes unused. A hypothetical 10% increase in our estimate of the ETV of a mile would have decreased total operating revenue by less than 1% for the year ended December 31, 2024, as a result of an increase in the amount of revenue deferred associated with the miles earned.

Sale of Miles to Participating Companies. Customers earn miles based on their spending with participating companies, such as credit card, ridesharing, retail, car rental and hotel companies, with which we have marketing agreements to sell miles. Our contracts to sell miles under these marketing agreements have multiple performance obligations. Payments are typically due to us monthly based on the volume of miles sold during the period, and the initial terms of our marketing contracts are from one to thirteen years. During the years ended December 31, 2024, 2023 and 2022, total cash sales from marketing agreements related to our loyalty program were $7.4 billion, $6.9 billion and $5.7 billion, respectively, which are allocated to travel and other performance obligations, as discussed below.

Our most significant arrangement to sell miles relates to our co-brand credit card relationship with American Express. Our agreements with American Express provide for joint marketing, grant certain benefits to Delta-American Express co-branded credit card holders ("cardholders") and American Express Membership Rewards program participants, and allow American Express to market its services or products using our customer database. Cardholders earn miles for making purchases using co-branded cards, and certain cardholders may also receive baggage fee waivers, lounge access, priority boarding and other benefits while traveling on Delta. Additionally, participants in the American Express Membership Rewards program may exchange their points for miles under the loyalty program. We sell miles to American Express which are then provided to their customers under the co-brand credit card program and the Membership Rewards program.



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Item 7. MD&A - Critical Accounting Estimates
We account for marketing agreements, including those with American Express, by allocating the consideration to the individual products and services delivered. We allocate the value based on the relative selling prices of those products and services, which generally consist of award travel, baggage fee waivers, lounge access, priority boarding and the use of our brand. We determine our best estimate of the selling prices by using a discounted cash flow analysis using multiple inputs and assumptions, including (1) the expected number of miles awarded and number of miles redeemed, (2) ETV for the award travel obligation adjusted for mileage breakage, (3) published rates on our website for baggage fees, Delta Sky Club lounge access and other benefits while traveling on Delta, (4) brand value (using estimated royalties generated from the use of our brand) and (5) volume discounts provided to certain partners.

We defer the amount allocated to award travel as part of loyalty program deferred revenue and recognize loyalty travel awards in passenger revenue as the miles are redeemed and transportation is provided. Revenue allocated to services performed in conjunction with a passenger’s flight, such as baggage fee waivers, is recognized as travel-related services in passenger revenue when the related service is performed. Revenue allocated to Delta Sky Club lounge access is recognized as miscellaneous in other revenue as access is provided. Revenue allocated to the remaining performance obligations, primarily brand value, is recorded as loyalty program in other revenue as miles are delivered.

The timing of mile redemptions can vary widely; however, the majority of new miles have historically been redeemed within two years of being earned. The loyalty program deferred revenue classified as a current liability represents our estimate of revenue expected to be recognized in the next twelve months based on projected redemptions, while the balance classified as a noncurrent liability represents our estimate of revenue expected to be recognized beyond twelve months.

For additional information on our significant accounting policies related to the loyalty program, see Note 2 of the Notes to the Consolidated Financial Statements.

Passenger Ticket Sales

We defer sales of passenger tickets to be flown by us or that we sell on behalf of other airlines in our air traffic liability. Passenger revenue is recognized when we provide transportation. For tickets that we sell on behalf of other airlines, we reduce the air traffic liability when consideration is remitted to those airlines. The air traffic liability primarily includes sales of passenger tickets with scheduled departure dates in the future and travel credits, which can be applied as payment toward the cost of a ticket. We periodically evaluate the estimated air traffic liability and may record adjustments in our Consolidated Statement of Operations ("income statement"). These adjustments relate primarily to tickets that expire unused ("ticket breakage") and items for which final settlement occurs in periods subsequent to the sale of the related tickets such as refunds, exchanges and transactions with other airlines.

We estimate the value of ticket breakage and recognize revenue at the scheduled flight date. Our ticket breakage estimates are primarily based on historical experience, ticket contract terms and customers’ travel behavior. At December 31, 2024, the aggregate air traffic liability balance was $7.1 billion. A hypothetical 10% change in the amount of tickets estimated to expire unused would result in an impact of less than 1% of total operating revenue for the year ended December 31, 2024.

For additional information on our significant accounting policies related to passenger ticket sales, see Note 2 of the Notes to the Consolidated Financial Statements.

Goodwill and Indefinite-Lived Intangible Assets

We apply a fair value-based impairment test to the carrying value of goodwill and indefinite-lived intangible assets on an annual basis (as of October 1) and, if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. We assess the value of our goodwill and indefinite-lived assets under either a qualitative or quantitative approach. Under a qualitative approach, we consider various market factors, including certain of the key assumptions listed below. We analyze these factors to determine if events and circumstances have affected the fair value of goodwill and indefinite-lived intangible assets. If we determine that it is more likely than not that the asset may be impaired, we use the quantitative approach to assess the asset's fair value and the amount of the impairment. Under a quantitative approach, we calculate the fair value of the asset incorporating the key assumptions listed below into our calculation.

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Item 7. MD&A - Critical Accounting Estimates
When we evaluate goodwill for impairment using a quantitative approach, we estimate the fair value of the reporting unit by considering both comparable public company multiples (a market approach) and projected discounted future cash flows (an income approach). When we perform a quantitative impairment assessment of our indefinite-lived intangible assets, fair value is estimated based on (1) recent market transactions, where available, (2) the royalty method for the Delta tradename (which assumes hypothetical royalties generated from using our tradename) or (3) projected discounted future cash flows (an income approach).

Key Assumptions. The key assumptions in our impairment tests include (1) forecasted revenues, expenses and cash flows, (2) current discount rates, (3) observable market transactions and (4) anticipated changes to the regulatory environment (e.g., changes in slot access and/or availability, additional Open Skies agreements or changes to antitrust approvals). These assumptions are consistent with those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, actual transaction amounts may differ materially from these estimates. In addition, when performing a qualitative valuation, we consider the amount by which the intangible assets' fair values exceeded their respective carrying values in the most recent fair value measurements calculated using a quantitative approach.

Changes in certain events and circumstances could result in impairment or a change from indefinite-lived to definite-lived. Factors which could cause impairment include, but are not limited to (1) negative trends in our market capitalization, (2) reduced profitability resulting from lower passenger mile yields or higher input costs, (3) lower passenger demand as a result of weakened U.S. and global economies or other factors, (4) prolonged interruption to our operations, (5) changes to the regulatory environment, (6) operational or performance changes by other airlines and (7) strategic changes to our operations leading to diminished utilization of the intangible assets.

Goodwill. Our goodwill balance, which is related to the airline segment, was $9.8 billion at December 31, 2024.

Identifiable Intangible Assets. Our identifiable intangible assets, which are related to the airline segment, had a net carrying amount of $6.0 billion at December 31, 2024, of which $5.9 billion related to indefinite-lived intangible assets. Indefinite-lived assets are not amortized and consist of routes, slots, the Delta tradename and assets related to alliances and collaborative arrangements. Definite-lived assets consist primarily of marketing and maintenance service agreements.

During the December 2024 quarter, we performed qualitative assessments of goodwill and indefinite-lived intangible assets, including applicable factors noted above, and determined that there was no indication that the assets were impaired. Our qualitative assessments include analyses and weighting of all relevant factors that impact the fair value of our goodwill and indefinite-lived intangible assets. We previously performed quantitative assessments in the December 2023 quarter, noting no impairment of goodwill or indefinite-lived intangible assets.
For additional information on our goodwill and indefinite-lived intangible assets' significant accounting policies and the related fair values and book values, see Note 5 of the Notes to the Consolidated Financial Statements.

Defined Benefit Pension Plans

We sponsor defined benefit pension plans for eligible employees and retirees. These plans are generally closed to new entrants and frozen for future benefit accruals. As of December 31, 2024, the funded status for these plans recorded on our balance sheets was $938 million, which is the net of our benefit obligation of $15.0 billion and plan assets of $15.9 billion. We had no minimum funding requirements in 2024, and estimate that there will be approximately $80 million of minimum funding requirements under these plans in 2025. The most critical assumptions impacting our defined benefit pension plan obligations, plan assets and net periodic cost/(benefit) are the discount rate, the expected long-term rate of return on plan assets and life expectancy of plan participants.

Discount Rate. We determine our discount rate on our measurement date primarily by reference to annualized rates earned on high-quality fixed income investments and yield-to-maturity analyses specific to our estimated future benefit payments for each plan. We used a weighted average discount rate to value the obligations of 5.71% and 5.31% at December 31, 2024 and 2023, respectively.

Expected Long-Term Rate of Return. Our expected long-term rate of return on plan assets is based primarily on plan-specific investment studies using historical market return and volatility data. Modest excess return expectations versus some public market indices are incorporated into the return projections based on the actively managed structure of the investment programs and their records of achieving such returns historically. We also expect to receive a premium for investing in less liquid private markets. We review our rate of return on plan assets assumptions annually.
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Item 7. MD&A - Critical Accounting Estimates
The investment strategy for our defined benefit pension plan assets is to earn a long-term return that meets or exceeds our annualized return target while taking an acceptable level of risk and maintaining sufficient liquidity to pay current benefits and other cash obligations of the plan. This is achieved by investing in a globally diversified mix of public and private equity, fixed income, real assets, hedge funds and other assets and instruments. The expected long-term rate of return on our defined benefit pension plan assets is 6.97%.

The impact of a 0.50% change in weighted average discount rate and 1.00% change in expected long-term rate of return on assets are shown in the table below:

Benefit plan effects of change in assumptions used
Change in Assumption
Effect on 2025
Pension Cost/(Benefit)
Effect on Accrued Pension Liability at December 31, 2024
0.50% decrease in weighted average discount rate$12  million$674  million
0.50% increase in weighted average discount rate$(12) million$(624) million
1.00% decrease in expected long-term rate of return on assets$154  million$— 
1.00% increase in expected long-term rate of return on assets$(154) million$— 

Life Expectancy. Changes in life expectancy may significantly impact our benefit obligations and future net periodic cost/(benefit). Each year we review information published by the Society of Actuaries and other publicly available information to develop our best estimate of life expectancy for purposes of measuring pension and other postretirement and postemployment benefit obligations.

Funding. Our funding obligations for qualified defined benefit plans are governed by ERISA and any additional applicable legislation. Under current legislation, any required funding would be amortized over a rolling 15-year period and calculated using a discount rate of no less than 4.75% through 2030.

While recent legislation makes our funding obligations for these plans more predictable, factors outside our control continue to have an impact on the funding requirements. Estimates of future funding requirements are based on various assumptions and can vary materially from actual funding requirements. Assumptions include, among other things, the actual and projected market performance of assets, statutory requirements and demographic data for participants.

Investments Valued at Net Asset Value ("NAV") Per Share. On an annual basis we assess the potential for adjustments to the fair value of all investments. These investments valued using NAV as a practical expedient are typically valued on a monthly or quarterly basis by third-party administrators, valuation agents or fund managers with an annual audit performed by an independent third-party, but certain of these investments have a lag in the availability of data. We solicit valuation updates from the investment fund managers and use their information and corroborating data from public markets to determine any needed fair value adjustments.

For additional information on our significant accounting policies related to defined benefit pension plans, see Note 9 of the Notes to the Consolidated Financial Statements.

Recent Accounting Standards

Recently Adopted Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." This standard requires disclosure of significant segment expenses and other segment items by reportable segment. We adopted this standard effective January 1, 2024. See Note 14 of the Notes to the Consolidated Financial Statements for further information regarding our segment reporting.

Standards Effective in Future Years

Income Taxes. In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This standard enhances disclosures related to income taxes, including the rate reconciliation and information on income taxes paid. This ASU is effective beginning January 1, 2025. Upon adoption of this ASU we expect to include certain additional disclosures in the effective income tax rate reconciliation in the footnotes to our Consolidated Financial Statements.
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Item 7. MD&A - Critical Accounting Estimates
Disaggregation of Income Statement Expenses. In November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)." This standard requires disclosure of specific information about costs and expenses and becomes effective January 1, 2027. We are assessing the impact of this ASU and, upon adoption, may be required to include certain additional disclosures in the footnotes to our Consolidated Financial Statements.


Supplemental Information

We sometimes use information ("non-GAAP financial measures") that is derived from the Consolidated Financial Statements, but that is not presented in accordance with GAAP. Under the U.S. Securities and Exchange Commission rules, non-GAAP financial measures may be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

Included below are reconciliations of non-GAAP measures used within this Form 10-K to the most directly comparable GAAP financial measures. Reconciliations below may not calculate exactly due to rounding. These reconciliations include certain adjustments to GAAP measures to provide comparability between the reported periods, if applicable, as indicated below:

•MTM adjustments and settlements on hedges. Mark-to-market ("MTM") adjustments are defined as fair value changes recorded in periods other than the settlement period. Such fair value changes are not necessarily indicative of the actual settlement value of the underlying hedge in the contract settlement period, and therefore we remove this impact to allow investors to better understand and analyze our core performance. Settlements represent cash received or paid on hedge contracts settled during the applicable period.

•One-time pilot agreement expenses. During 2023, Delta pilots ratified a new four-year Pilot Working Agreement effective January 1, 2023. The agreement includes a provision for a one-time payment made upon ratification in the March 2023 quarter of $735 million. Additionally, we recorded adjustments to other benefit-related items of approximately $130 million. Adjusting for these expenses allows investors to better understand and analyze our core cost performance.

•Third-party refinery sales. Refinery sales to third parties, and related expenses, are not related to our airline segment. Excluding these sales therefore provides a more meaningful comparison of our airline operations to the rest of the airline industry.

•Aircraft fuel and related taxes. The volatility in fuel prices impacts the comparability of year-over-year financial performance. The adjustment for aircraft fuel and related taxes allows investors to better understand and analyze our non-fuel costs and year-over-year financial performance.

•Profit sharing. We adjust for profit sharing because this adjustment allows investors to better understand and analyze our recurring cost performance and provides a more meaningful comparison of our core operating costs to the airline industry.

Operating income, adjusted reconciliation
Year Ended December 31,
(in millions)20242023
Operating income
$5,995 $5,521 
Adjusted for:
MTM adjustments and settlements on hedges21 (52)
One-time pilot agreement expenses
— 864 
Operating income, adjusted
$6,016 $6,334 

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Item 7. MD&A - Supplemental Information
Total revenue, adjusted reconciliation
Year Ended December 31,
(in millions)20242023
Total revenue$61,643 $58,048 
Adjusted for:
Third-party refinery sales(4,642)(3,379)
Total revenue, adjusted$57,001 $54,669 

Operating expense, adjusted reconciliation
Year Ended December 31,
(in millions)20242023
Operating expense$55,648 $52,527 
Adjusted for:
Third-party refinery sales(4,642)(3,379)
MTM adjustments and settlements on hedges(21)52 
One-time pilot agreement expenses— (864)
Operating expense, adjusted$50,985 $48,335 

Fuel expense, adjusted and Average fuel price per gallon, adjusted reconciliations
Average Price Per Gallon
Year Ended December 31,Year Ended December 31,
(in millions, except per gallon data) 2024202320242023
Total fuel expense $10,566 $11,069 $2.57 $2.82 
Adjusted for:
MTM adjustments and settlements on hedges(21)52 (0.01)0.01 
Total fuel expense, adjusted$10,544 $11,121 $2.56 $2.83 

TRASM, adjusted reconciliation
Year Ended December 31,
(in cents)20242023
TRASM21.37 ¢21.34 ¢
Adjusted for:
Third-party refinery sales(1.61)(1.24)
TRASM, adjusted19.76 ¢20.10 ¢

CASM-Ex reconciliation
Year Ended December 31,
(in cents)20242023
CASM19.30 ¢19.31 ¢
Adjusted for:
Aircraft fuel and related taxes(3.66)(4.07)
Third-party refinery sales(1.61)(1.24)
Profit sharing(0.48)(0.51)
One-time pilot agreement expenses— (0.32)
CASM-Ex13.54 ¢13.17 ¢

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Item 7. MD&A - Supplemental Information
Free Cash Flow

The following table shows a reconciliation of net cash provided by operating activities (a GAAP measure) to free cash flow (a non-GAAP financial measure). We present free cash flow because management believes this metric is helpful to investors to evaluate the company's ability to generate cash that is available for use for debt service or general corporate initiatives. Adjustments include:

•Net redemptions of short-term investments. Net redemptions of short-term investments represent the net purchase and sale activity of investments and marketable securities in the period, including gains and losses. We adjust for this activity to provide investors a better understanding of the company's free cash flow generated by our operations.

•Net cash flows related to certain airport construction projects and other. Cash flows related to certain airport construction projects are included in our GAAP operating activities and capital expenditures. We have adjusted for these items, which were primarily funded by cash restricted for airport construction, to provide investors a better understanding of the company's free cash flow that is core to our operations.

Free cash flow reconciliation
Year Ended December 31,
(in millions)2024
Net cash provided by operating activities$8,025 
Net cash used in investing activities(3,739)
Adjusted for:
Net redemptions of short-term investments(1,137)
Net cash flows related to certain airport construction projects and other276 
Free cash flow$3,424 


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Item 7. MD&A - Glossary of Defined Terms
Glossary of Defined Terms

ASM - Available Seat Mile. A measure of capacity. ASMs equal the total number of seats available for transporting passengers during a reporting period multiplied by the total number of miles flown during that period.

CASM - (Total Operating) Cost per Available Seat Mile. The amount of operating cost incurred per ASM during a reporting period. CASM is also referred to as "unit cost."

CASM-Ex - The amount of operating cost incurred per ASM during a reporting period, adjusted for the items shown above in "Supplemental Information."

Free Cash Flow - A measure of net cash from operating and investing activities, adjusted for items shown above in "Supplemental Information." Represents the cash available for use for debt service or general corporate initiatives.

Liquidity - Includes our cash and cash-like assets, including cash equivalents and short-term investments, as well as aggregate principal amount committed and available to be drawn under our revolving credit facilities.

Load Factor - A measure of utilized available seating capacity calculated by dividing RPMs by ASMs for a reporting period.

Passenger Mile Yield or Yield - The amount of passenger revenue earned per RPM during a reporting period.

PRASM - Passenger Revenue per ASM. The amount of passenger revenue earned per ASM during a reporting period. PRASM is also referred to as "passenger unit revenue."

RPM - Revenue Passenger Mile. One revenue-paying passenger transported one mile is one RPM. RPMs equal the number of revenue passengers during a reporting period multiplied by the number of miles flown by those passengers during that period. RPMs are also referred to as "traffic."

TRASM - Total Revenue per ASM. The amount of total revenue earned per ASM during a reporting period.

TRASM, adjusted - The amount of total revenue earned per ASM during a reporting period, adjusted for the item shown above in "Supplemental Information."
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Item 7A. Market Risk
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have market risk exposure related to fuel prices, interest rates, foreign currency exchange rates and changes in the market value of equity investments. Market risk is the potential negative impact of adverse changes in these prices or rates on our Consolidated Financial Statements. In an effort to manage our exposure to these risks, we may enter into derivative contracts and may adjust our derivative portfolio as market conditions change. See Note 3 of the Notes to the Consolidated Financial Statements for further information on our derivative contracts. We expect adjustments to the fair value of financial instruments to result in ongoing volatility in earnings and stockholders' equity.

The following sensitivity analyses do not consider the effects of a change in demand for air travel, the economy as a whole or actions we may take to seek to mitigate our exposure to a particular risk. For these and other reasons, the actual results of changes in these prices or rates may differ materially from the following hypothetical results.

Fuel Price Risk

Changes in fuel prices materially impact our results of operations. A one cent increase in the cost of jet fuel per gallon would result in approximately $40 million of additional annual fuel expense based on annual consumption of approximately four billion gallons of jet fuel. Our derivative contracts to hedge the financial risk from changing fuel prices are related to Monroe’s inventory.

Interest Rate Risk

Our exposure to market risk from adverse changes in interest rates is primarily associated with our debt and lease obligations. Market risk associated with our fixed-rate debt relates to the potential reduction in fair value from an increase in interest rates. Market risk associated with our variable-rate debt and variable-rate leases relates to the potential negative impact to future earnings from an increase in interest rates.

At December 31, 2024, we had $14.5 billion of fixed-rate debt, $0.9 billion of variable-rate debt and $0.4 billion of variable-rate leases. The rates used in our variable-rate debt are based on Secured Overnight Financing Rate ("SOFR"), or another index rate, which in certain cases is subject to a floor. An increase of 100 basis points in average annual interest rates would have decreased the estimated fair value of our fixed-rate debt by $620 million at December 31, 2024 and would have increased the annual interest expense on our variable-rate debt and variable-rate leases by $12 million.

Foreign Currency Exchange Risk

We are subject to foreign currency exchange rate risk because we have revenue, expense and equity investments denominated in foreign currencies. To manage exchange rate risk, we execute both our international revenue and expense transactions in the same foreign currency to the extent practicable. From time to time, we may also enter into foreign currency option and forward contracts.

At December 31, 2024 we had no open foreign currency options or forward contracts. As of December 31, 2024, our investments denominated in foreign currencies (AirFrance-KLM, China Eastern, Hanjin-KAL and LATAM) were recorded at a fair value of $1.6 billion. A 10% change in the value of those respective currencies against the U.S. dollar would have an approximately $160 million impact on our financial statements.

Equity Investment Risk

We own equity investments in a number of airlines and airline service companies, which are subject to equity price risk. We often hold our equity securities for long periods and short-term price volatility has occurred in the past and will occur in the future, impacting the volatility of our financial results. During 2024, we recorded a net loss of $319 million related to the valuation of our fair value investments compared to a net gain of $1.3 billion in 2023. As of December 31, 2024, we had long-term investments recorded at fair value of $2.4 billion and, therefore, a 10% change in the fair value of these investments would have an approximately $240 million impact on our financial results. See Note 3 and Note 4 of the Notes to the Consolidated Financial Statements for further information on our investments.
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Financial Statements
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Delta Air Lines, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Delta Air Lines, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders' equity for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 11, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Employee Benefit Plans - Net Asset Value Per Share (NAV) Asset Valuation

Description of the Matter
At December 31, 2024, the fair value of the Company’s benefit plan assets measured at fair value on a recurring basis totaled $15.7 billion, of which $12.4 billion do not have a readily determinable fair value and are measured at NAV as a practical expedient. Management determines the fair value of NAV assets by applying the methodologies described in Note 9 to the consolidated financial statements.
Auditing the Company’s estimates of the fair value of its NAV assets required significant judgment, primarily resulting from the lag in the availability of data provided by the investment fund managers.
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How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for the fair value measurement of its NAV assets, including controls over management’s assessment of the significant inputs and estimates affecting the fair value measurement.
To test the fair value of plan assets measured at NAV, our audit procedures included, among others, evaluating the valuation methodologies used by the Company and comparing significant inputs and underlying data used in the Company's valuations to third-party source documentation. Additionally, we performed sensitivity analyses to evaluate the changes to the Company’s net periodic benefit that would result from changes in the fair value measurement, compared the Company’s asset performance results to applicable third-party benchmarks, and assessed management’s historical accuracy of estimating fair value by performing retrospective review procedures comparing the Company’s estimates of fair value as of the prior year end to the fair value NAV in the investment’s audited financial statements made available during the current year.

Loyalty Program - Mileage Breakage

Description of the Matter
At December 31, 2024, the Company’s aggregate current and noncurrent loyalty program deferred revenue balance was $8.8 billion. For the year ended December 31, 2024, the Company recognized $3.8 billion of revenue classified as loyalty travel awards within passenger revenue and $3.3 billion of revenue classified as loyalty program revenue within other revenue in the consolidated statement of operations. As disclosed in Note 2 to the consolidated financial statements, the Company defers revenue for mileage credits earned and recognizes loyalty travel awards in passenger revenue as the miles are redeemed and services are provided. In accounting for its loyalty program deferred revenue, the Company estimates the amount of mileage credits outstanding that are not expected to be redeemed (mileage breakage). The Company recognizes mileage breakage proportionally during the period in which the remaining mileage credits are redeemed. Under the Company’s loyalty program, mileage credits do not expire. Therefore, the Company uses statistical models to estimate mileage breakage based on historical redemption patterns.
Auditing the mileage breakage estimate for the loyalty program required significant judgment. In particular, there is complexity and subjectivity in estimating mileage breakage based on expectations of future redemption patterns due to the absence of historical expirations as the Company’s mileage credits do not expire.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for its loyalty program, including controls over management’s review of the estimation of the mileage breakage and the completeness and accuracy of the data underlying the mileage breakage estimate.
To test the mileage breakage estimate, our audit procedures included, among others, involving an actuarial specialist to assist in assessing the method and assumptions used by the Company to develop the mileage breakage estimate and to independently develop a range of mileage breakage estimates and compare to the Company's estimate. Additionally, we tested the completeness and accuracy of the underlying mileage data used to develop the mileage breakage estimate.

/s/ Ernst & Young LLP
We have served as the Company's auditor since 2006.
Atlanta, Georgia
February 11, 2025

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Financial Statements
DELTA AIR LINES, INC.
Consolidated Balance Sheets

December 31,
(in millions, except share data)20242023
ASSETS
Current Assets:
Cash and cash equivalents$3,069 $2,741 
Short-term investments— 1,127 
Accounts receivable, net of an allowance for uncollectible accounts of $18 and $17
3,224 3,130 
Fuel, expendable parts and supplies inventories, net of an allowance for obsolescence of $120 and $123
1,428 1,314 
Prepaid expenses and other2,123 1,957 
Total current assets9,844 10,269 
Noncurrent Assets:
Property and equipment, net of accumulated depreciation and amortization of $23,228 and $21,707
37,595 35,486 
Operating lease right-of-use assets6,644 7,004 
Goodwill9,753 9,753 
Identifiable intangibles, net of accumulated amortization of $919 and $911
5,975 5,983 
Equity investments2,846 3,457 
Other noncurrent assets2,715 1,692 
Total noncurrent assets65,528 63,375 
Total assets$75,372 $73,644 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of debt and finance leases$2,175 $2,983 
Current maturities of operating leases763 759 
Air traffic liability7,094 7,044 
Accounts payable4,650 4,446 
Accrued salaries and related benefits4,762 4,561 
Loyalty program deferred revenue4,314 3,908 
Fuel card obligation1,100 1,100 
Other accrued liabilities1,812 1,617 
Total current liabilities26,670 26,418 
Noncurrent Liabilities:
Debt and finance leases14,019 17,071 
Pension, postretirement and related benefits3,144 3,601 
Loyalty program deferred revenue4,512 4,512 
Noncurrent operating leases5,814 6,468 
Deferred income taxes, net2,176 908 
Other noncurrent liabilities3,744 3,561 
Total noncurrent liabilities33,409 36,121 
Commitments and Contingencies
Stockholders' Equity:
Common stock at $0.0001 par value; 1,500,000,000 shares authorized, 654,571,606 and 654,671,194 shares issued
— — 
Additional paid-in capital11,740 11,641 
Retained earnings8,783 5,650 
Accumulated other comprehensive loss(4,979)(5,845)
Treasury stock, at cost, 8,098,971 and 11,224,246 shares
(251)(341)
Total stockholders' equity15,293 11,105 
Total liabilities and stockholders' equity$75,372 $73,644 
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Financial Statements
DELTA AIR LINES, INC.
Consolidated Statements of Operations

Year Ended December 31,
(in millions, except per share data)202420232022
Operating Revenue:
Passenger$50,894 $48,909 $40,218 
Cargo822 723 1,050 
Other9,927 8,416 9,314 
Total operating revenue61,643 58,048 50,582 
Operating Expense:
Salaries and related costs16,161 14,607 11,902 
Aircraft fuel and related taxes10,566 11,069 11,482 
Ancillary businesses and refinery5,416 4,172 5,756 
Contracted services4,228 4,041 3,345 
Landing fees and other rents3,150 2,563 2,181 
Aircraft maintenance materials and outside repairs2,616 2,432 1,982 
Depreciation and amortization2,513 2,341 2,107 
Passenger commissions and other selling expenses2,485 2,334 1,891 
Regional carrier expense2,328 2,200 2,051 
Passenger service1,788 1,750 1,453 
Profit sharing1,389 1,383 563 
Aircraft rent548 532 508 
Pilot agreement and related expenses— 864 — 
Other2,460 2,239 1,700 
Total operating expense55,648 52,527 46,921 
Operating Income5,995 5,521 3,661 
Non-Operating (Expense)/Income:
Interest expense, net(747)(834)(1,029)
Gain/(loss) on investments, net(319)1,263 (783)
Loss on extinguishment of debt (39)(63)(100)
Miscellaneous, net(232)(279)165 
Total non-operating (expense)/income, net(1,337)87 (1,747)
Income Before Income Taxes4,658 5,608 1,914 
Income Tax Provision(1,201)(999)(596)
Net Income$3,457 $4,609 $1,318 
Basic Earnings Per Share$5.39 $7.21 $2.07 
Diluted Earnings Per Share$5.33 $7.17 $2.06 
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Financial Statements
DELTA AIR LINES, INC.
Consolidated Statements of Comprehensive Income

Year Ended December 31,
(in millions)202420232022
Net Income$3,457 $4,609 $1,318 
Other comprehensive income:
Net change in pension and other benefits864 (44)1,329 
Net change in other2 — — 
Total Other Comprehensive Income/(Loss)866 (44)1,329 
Comprehensive Income$4,323 $4,565 $2,647 

The accompanying notes are an integral part of these Consolidated Financial Statements.
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Financial Statements
DELTA AIR LINES, INC.
Consolidated Statements of Cash Flows

Year Ended December 31,
(in millions)202420232022
Cash Flows From Operating Activities:
Net income$3,457 $4,609 $1,318 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization2,513 2,341 2,107 
Deferred income taxes1,155 980 591 
(Gain)/loss on fair value investments323 (1,283)874 
Pension, postretirement and postemployment payments greater than expense(296)(121)(453)
Changes in certain assets and liabilities:
Receivables(126)(7)(728)
Prepaids and other current assets(241)137 (1,026)
Air traffic liability50 (1,216)1,902 
Loyalty program deferred revenue407 538 324 
Profit sharing6 821 455 
Other payables, deferred revenue and accrued liabilities614 (285)1,226 
Other, net163 (50)(227)
Net cash provided by operating activities8,025 6,464 6,363 
Cash Flows From Investing Activities:
Property and equipment additions:
Flight equipment, including advance payments(3,914)(3,645)(4,495)
Ground property and equipment, including technology(1,226)(1,678)(1,871)
Purchase of equity investments— (152)(870)
Purchase of short-term investments— (2,312)(2,704)
Redemption of short-term investments1,137 4,547 2,804 
Other, net264 92 212 
Net cash used in investing activities(3,739)(3,148)(6,924)
Cash Flows From Financing Activities:
Proceeds from long-term obligations— 878 — 
Payments on debt and finance lease obligations(3,953)(4,071)(4,475)
Cash dividends(321)(128)— 
Other, net14 (73)(60)
Net cash used in financing activities(4,260)(3,394)(4,535)
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash26 (78)(5,096)
Cash, cash equivalents and restricted cash at beginning of period3,395 3,473 8,569 
Cash, cash equivalents and restricted cash at end of period$3,421 $3,395 $3,473 
Supplemental Disclosure of Cash Paid for Interest$1,001 $1,164 $1,261 
Non-Cash Transactions:
Right-of-use assets acquired or modified under operating leases$327 $661 $531 
Flight and ground equipment acquired or modified under finance leases(17)31 91 
Operating leases converted to finance leases25 84 342 
Equity investments and other financings — — 330 
The accompanying notes are an integral part of these Consolidated Financial Statements.

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Financial Statements
DELTA AIR LINES, INC.
Consolidated Statements of Stockholders' Equity

Common StockAdditional Paid-In CapitalRetained Earnings / (Accumulated Deficit)Accumulated Other Comprehensive LossTreasury Stock
(in millions, except per share data)SharesAmountSharesAmountTotal
Balance at January 1, 2022650 $— $11,447 $(148)$(7,130)10 $(282)$3,887 
Net income— — — 1,318 — — — 1,318 
Other comprehensive income— — — — 1,329 — — 1,329 
Common stock issued for employee equity awards(1)
2 — 79 — — 1 (31)48 
Balance at December 31, 2022652 — 11,526 1,170 (5,801)11 (313)6,582 
Net income
— — — 4,609 — — — 4,609 
Dividends declared ($0.20 per share)
— — — (129)— — — (129)
Other comprehensive loss
— — — — (44)— — (44)
Common stock issued for employee equity awards(1)
3 — 115 — — — (28)87 
Balance at December 31, 2023655 — 11,641 5,650 (5,845)11 (341)11,105 
Net income
— — — 3,457 — — — 3,457 
Dividends declared ($0.50 per share)
— — — (324)— — — (324)
Other comprehensive income
— — — — 866 — — 866 
Common stock issued for employee equity awards(1)
(1)— 31 — — (3)90 121 
Stock options exercised1 — 68 — — — — 68 
Balance at December 31, 2024655 $— $11,740 $8,783 $(4,979)8 $(251)$15,293 
(1)Treasury shares were withheld for payment of taxes, at a weighted average price per share of $40.84, $40.08 and $40.52 in 2024, 2023 and 2022, respectively.

The accompanying notes are an integral part of these Consolidated Financial Statements.
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Notes to the Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Delta Air Lines, Inc., a Delaware corporation, provides scheduled air transportation for passengers and cargo throughout the United States ("U.S.") and around the world. Our Consolidated Financial Statements include the accounts of Delta Air Lines, Inc. and our consolidated subsidiaries and have been prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP"). We are not the primary beneficiary of, nor do we have a controlling financial interest in, any variable interest entity. Accordingly, we have not consolidated any variable interest entity.

We have marketing alliances with other airlines to enhance our access to domestic and international markets. These arrangements may include codesharing, reciprocal loyalty program benefits, shared or reciprocal access to passenger lounges, joint promotions, common use of airport gates and ticket counters, office co-location and other marketing agreements. We have received antitrust immunity for certain marketing arrangements, which enables us to offer a more integrated route network and develop common sales, marketing and discount programs for customers. Some of our marketing arrangements provide for the sharing of revenues and expenses. Revenues and expenses associated with the flights we operate under collaborative arrangements are presented on a gross basis in the applicable line items on our Consolidated Statements of Operations ("income statement").

We have reclassified certain prior period amounts to conform to the current period presentation. Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes.

Use of Estimates

We are required to make estimates and assumptions when preparing our Consolidated Financial Statements in accordance with GAAP. These estimates and assumptions affect the amounts reported in our Consolidated Financial Statements and the accompanying notes. Actual results could differ materially from those estimates.

Recent Accounting Standards

Recently Adopted Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." This standard requires disclosure of significant segment expenses and other segment items by reportable segment. We adopted this standard effective January 1, 2024. See Note 14, "Segments," for further information regarding our segment reporting.

Standards Effective in Future Years

Income Taxes. In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This standard enhances disclosures related to income taxes, including the rate reconciliation and information on income taxes paid. This ASU is effective beginning January 1, 2025. Upon adoption of this ASU we expect to include certain additional disclosures in the effective income tax rate reconciliation in the footnotes to our Consolidated Financial Statements.

Disaggregation of Income Statement Expenses. In November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)." This standard requires disclosure of specific information about costs and expenses and becomes effective January 1, 2027. We are assessing the impact of this ASU and, upon adoption, may be required to include certain additional disclosures in the footnotes to our Consolidated Financial Statements.

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Notes to the Consolidated Financial Statements
Significant Accounting Policies

Our significant accounting policies are disclosed below or included within the topic-specific notes included herein.

Cash and Cash Equivalents and Short-Term Investments

Short-term, highly liquid investments with maturities of three months or less when purchased are classified as cash and cash equivalents. Investments with maturities of greater than three months, but not in excess of one year, when purchased were classified as short-term investments and stated at fair value. Investments with maturities beyond one year when purchased may be classified as short-term investments if they are expected to be available to support our short-term liquidity needs.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets ("balance sheets") that sum to the total of the same such amounts shown within the Consolidated Statements of Cash Flows ("cash flows statement").

Reconciliation of cash, cash equivalents and restricted cash
December 31,
(in millions)202420232022
Current assets:
Cash and cash equivalents$3,069 $2,741 $3,266 
Restricted cash included in prepaid expenses and other168 199 138 
Noncurrent assets:
Restricted cash included in other noncurrent assets184 455 69 
Total cash, cash equivalents and restricted cash$3,421 $3,395 $3,473 

Inventories

Fuel. As part of our strategy to mitigate the cost of the refining margin reflected in the price of jet fuel, our wholly owned subsidiary, Monroe Energy, LLC ("Monroe"), operates the Trainer oil refinery. Refined products (finished goods) and feedstock and blendstock inventories (work-in-process) are carried at the lower of cost and net realizable value. We use jet fuel in our airline operations that is produced by the refinery, procured through the exchanges with third parties of gasoline, diesel and other refined products ("non-jet fuel products") the refinery produces and purchased directly from third parties. Cost is determined using the first-in, first-out method. Costs include the raw material consumed plus direct manufacturing costs (such as labor, utilities and supplies) as incurred and an applicable portion of manufacturing overhead.

Expendables Parts and Supplies. Inventories of expendable parts related to flight equipment, which cannot be economically repaired, reconditioned or reused after removal from the aircraft, are carried at moving average cost and charged to aircraft maintenance materials and outside repairs as consumed. An allowance for obsolescence is provided over the remaining useful life of the related fleet. We also provide allowances for parts identified as excess or obsolete to reduce the carrying costs to the lower of cost or net realizable value. These parts are estimated to have residual value of 5% of the original cost.

Accounting for Refinery Related Buy/Sell Agreements

To the extent that we receive jet fuel for non-jet fuel products exchanged under buy/sell agreements, we account for these transactions as nonmonetary exchanges. We have recorded these nonmonetary exchanges at the carrying amount of the non-jet fuel products transferred within aircraft fuel and related taxes on the income statement.

Derivatives

Changes in fuel prices, interest rates and foreign currency exchange rates impact our results of operations. In an effort to manage our exposure to these risks, we may enter into derivative contracts and adjust our derivative portfolio as market conditions change. Our derivative contracts are recognized at fair value on our balance sheets and had net balances of $17 million and $5 million at December 31, 2024 and 2023, respectively. See Note 3, "Fair Value Measurements," for further information regarding our derivative contracts.

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Notes to the Consolidated Financial Statements
Long-Lived Assets

Our long-lived lived assets include property and equipment, net and operating lease right-of-use ("ROU") assets on our balance sheets. Our tangible assets consist primarily of flight equipment, which is mobile across geographic markets. Accordingly, assets are not allocated to specific geographic regions. See Note 7, "Leases," for further information regarding our leases. The following table summarizes our property and equipment:

Property and equipment by classification
December 31,
(in millions, except for estimated useful life)Estimated Useful Life20242023
Flight equipment(1)
25-34 years
$44,722 $40,976 
Ground property and equipment
3-40 years
10,695 9,986 
Information technology-related assets
3-15 years
3,135 3,307 
Flight and ground equipment under finance leasesLease term or estimated useful life1,196 1,862 
Advance payments for equipment1,075 1,062 
Less: accumulated depreciation and amortization(2)
(23,228)(21,707)
Total property and equipment, net$37,595 $35,486 
(1)Includes aircraft and associated engines and parts.
(2)Includes accumulated amortization for flight and ground equipment under finance leases in the amount of $371 million and $525 million at December 31, 2024 and 2023, respectively.

We record property and equipment at cost and depreciate or amortize these assets on a straight-line basis to their estimated residual values over their estimated useful lives. The estimated useful life for leasehold improvements is the shorter of lease term or estimated useful life. Depreciation and amortization expense related to our property and equipment was $2.5 billion, $2.3 billion and $2.1 billion for the years ended December 31, 2024, 2023 and 2022, respectively. Residual values for owned aircraft, engines, spare parts and simulators are generally 5% to 10% of cost.

We capitalize certain internal and external costs incurred to develop and implement software and amortize those costs over an estimated useful life of three to fifteen years. Included in the depreciation and amortization expense discussed above, we recorded $324 million, $340 million and $307 million for amortization of capitalized software for the years ended December 31, 2024, 2023 and 2022, respectively. The net book value of these assets, which are included in information technology-related assets above, totaled $933 million and $932 million at December 31, 2024 and 2023, respectively.

We review flight equipment, ROU assets and other long-lived assets used in operations for impairment losses when events and circumstances indicate the assets may be impaired. Factors which could be indicators of impairment include, but are not limited to (1) a decision to permanently remove flight equipment or other long-lived assets from operations, (2) significant changes in the estimated useful life, (3) significant changes in projected cash flows, (4) permanent and significant declines in fleet fair values and (5) changes to the regulatory environment. For long-lived assets held for sale, we discontinue depreciation and record impairment losses when the carrying amount of these assets is greater than the fair value less the cost to sell.

To determine whether impairments exist for aircraft used in operations, we group assets at the fleet type level or at the contract level for aircraft operated by third-party regional carriers (i.e., the lowest level for which there are identifiable cash flows) and then estimate future cash flows based on projections of capacity, passenger mile yield, fuel and labor costs and other relevant factors. If an asset group is impaired, the impairment loss recognized is the amount by which the asset group's carrying amount exceeds its estimated fair value. We estimate aircraft fair values using published sources, appraisals and bids received from third parties, as available.

Fuel Card Obligation

We have a purchasing card with American Express for the purpose of buying jet fuel and crude oil. The card carried a maximum credit limit of $1.1 billion as of December 31, 2024 and must be paid monthly. At both December 31, 2024 and 2023, we had $1.1 billion outstanding on this purchasing card and the activity was classified as a financing activity in our cash flows statement.

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Notes to the Consolidated Financial Statements
Manufacturers' Credits

We periodically receive credits in connection with the acquisition of aircraft and engines or in connection with delivery delays or manufacturing defects. These credits are deferred until the aircraft and engines are delivered, and then applied as a reduction to the cost of the related equipment.

Maintenance Costs

We record maintenance costs related to our mainline and regional fleets in aircraft maintenance materials and outside repairs and regional carrier expense, respectively. Maintenance costs are expensed as incurred, except for costs incurred under power-by-the-hour contracts, which are expensed based on actual hours flown. Power-by-the-hour contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per flight cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized and amortized over the remaining estimated useful life of the asset or the remaining lease term, whichever is shorter.

Advertising Costs

We expense advertising costs in passenger commissions and other selling expenses in the year the advertising first takes place. Advertising expense was $438 million, $347 million and $302 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Commissions and Merchant Fees

Passenger sales commissions and merchant fees are recognized in passenger commissions and other selling expenses when the related revenue is recognized.


NOTE 2. REVENUE RECOGNITION

Passenger Revenue

Passenger revenue is composed of passenger ticket sales, loyalty travel awards and travel-related services performed in conjunction with a passenger’s flight.

Passenger revenue by category
Year Ended December 31,
(in millions)202420232022
Ticket$45,096 $43,596 $35,626 
Loyalty travel awards3,841 3,462 2,898 
Travel-related services1,957 1,851 1,694 
Total passenger revenue$50,894 $48,909 $40,218 

Ticket

Passenger Tickets. We defer sales of passenger tickets to be flown by us or that we sell on behalf of other airlines in our air traffic liability. Passenger revenue is recognized when we provide transportation. For tickets that we sell on behalf of other airlines, we reduce the air traffic liability when consideration is remitted to those airlines. The air traffic liability primarily includes sales of passenger tickets with scheduled departure dates in the future and travel credits, which can be applied as payment toward the cost of a ticket. We periodically evaluate the estimated air traffic liability and may record adjustments in our income statement. These adjustments relate primarily to tickets that expire unused ("ticket breakage") and items for which final settlement occurs in periods subsequent to the sale of the related tickets such as refunds, exchanges and transactions with other airlines.

We recognized approximately $6.5 billion, $7.4 billion and $4.2 billion in passenger revenue during the years ended December 31, 2024, 2023 and 2022, respectively, that had been recorded in our air traffic liability balance at the beginning of those periods.
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Notes to the Consolidated Financial Statements
Ticket Breakage. We estimate the value of ticket breakage and recognize revenue at the scheduled flight date. Our ticket breakage estimates are primarily based on historical experience, ticket contract terms and customers’ travel behavior.

Regional Carriers. Our regional carriers include both third-party regional carriers with which we have contract carrier agreements ("contract carriers") and Endeavor Air, Inc., our wholly owned subsidiary. Our contract carrier agreements are primarily structured as capacity purchase agreements where we purchase all or a portion of the contract carrier's capacity and are responsible for selling the seat inventory we purchase. We record revenue related to our capacity purchase agreements in passenger revenue and the related expenses in regional carrier expense. See Note 10, "Commitments and Contingencies," for additional information regarding contract carrier agreements.

Loyalty Travel Awards

Loyalty travel awards revenue is related to the redemption of mileage credits ("miles") for travel. We recognize loyalty travel awards revenue in passenger revenue as miles are redeemed and transportation is provided. See below for discussion of our loyalty program accounting policies.

Travel-Related Services

Travel-related services are primarily composed of services performed in conjunction with a passenger’s flight, including baggage fees, administrative fees and on-board sales. We recognize revenue for these services when the related transportation service is provided.

Loyalty Program

Our SkyMiles loyalty program generates customer loyalty by rewarding customers with incentives to travel on Delta. This program allows customers to earn miles by flying on Delta, Delta Connection carriers and other airlines that participate in the loyalty program. When traveling, customers earn miles primarily based on the passenger's loyalty program status, fare class and ticket price. Customers can also earn miles through participating companies. Miles are redeemable by customers for air travel on Delta and other participating airlines, access to Delta Sky Club and other program awards. To facilitate transactions with participating companies, we sell miles to non-airline businesses and other airlines.

The loyalty program includes two types of transactions that are considered revenue arrangements with multiple performance obligations (1) passenger ticket sales earning miles and (2) sale of miles to participating companies.

Passenger Ticket Sales Earning Miles. Passenger ticket sales earning miles provide customers with (1) miles earned and (2) air transportation, which are each considered performance obligations. We value each performance obligation on a standalone basis. To value the miles earned, we consider the quantitative value a passenger receives by redeeming miles for a ticket rather than paying cash, which is referred to as equivalent ticket value ("ETV"). Our estimate of ETV is adjusted for miles that are not likely to be redeemed ("mileage breakage"). We use statistical models to estimate mileage breakage based on historical redemption patterns. A change in assumptions regarding the redemption activity for miles or the estimated fair value of miles expected to be redeemed could have a material impact on our revenue in the year in which the change occurs and in future years. We recognize mileage breakage proportionally during the period in which the remaining miles are actually redeemed.

We defer revenue for the miles when earned and recognize loyalty travel awards in passenger revenue as the miles are redeemed and transportation is provided. We record the air transportation portion of the passenger ticket sales in air traffic liability and recognize passenger revenue when we provide transportation or if the ticket goes unused.

Sale of Miles to Participating Companies. Customers earn miles based on their spending with participating companies, such as credit card, ridesharing, retail, car rental and hotel companies, with which we have marketing agreements to sell miles. Our contracts to sell miles under these marketing agreements have multiple performance obligations. Payments are typically due to us monthly based on the volume of miles sold during the period, and the initial terms of our marketing contracts are from one to thirteen years. During the years ended December 31, 2024, 2023 and 2022, total cash sales from marketing agreements related to our loyalty program were $7.4 billion, $6.9 billion and $5.7 billion, respectively, which are allocated to travel and other performance obligations, as discussed below.

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Notes to the Consolidated Financial Statements
Our most significant arrangement to sell miles relates to our co-brand credit card relationship with American Express. Our agreements with American Express provide for joint marketing, grant certain benefits to Delta-American Express co-branded credit card holders ("cardholders") and American Express Membership Rewards program participants, and allow American Express to market its services or products using our customer database. Cardholders earn miles for making purchases using co-branded cards, and certain cardholders may also receive baggage fee waivers, lounge access, priority boarding and other benefits while traveling on Delta. Additionally, participants in the American Express Membership Rewards program may exchange their points for miles under the loyalty program. We sell miles to American Express which are then provided to their customers under the co-brand credit card program and the Membership Rewards program.

We account for marketing agreements, including those with American Express, by allocating the consideration to the individual products and services delivered. We allocate the value based on the relative selling prices of those products and services, which generally consist of award travel, baggage fee waivers, lounge access, priority boarding and the use of our brand. We determine our best estimate of the selling prices by using a discounted cash flow analysis using multiple inputs and assumptions, including (1) the expected number of miles awarded and number of miles redeemed, (2) ETV for the award travel obligation adjusted for mileage breakage, (3) published rates on our website for baggage fees, Delta Sky Club lounge access and other benefits while traveling on Delta, (4) brand value (using estimated royalties generated from the use of our brand) and (5) volume discounts provided to certain partners.

We defer the amount allocated to award travel as part of loyalty program deferred revenue and recognize loyalty travel awards in passenger revenue as the miles are redeemed and transportation is provided. Revenue allocated to services performed in conjunction with a passenger’s flight, such as baggage fee waivers, is recognized as travel-related services in passenger revenue when the related service is performed. Revenue allocated to Delta Sky Club lounge access is recognized as miscellaneous in other revenue as access is provided. Revenue allocated to the remaining performance obligations, primarily brand value, is recorded as loyalty program in other revenue as miles are delivered.

Current Activity of the Loyalty Program. Miles are combined in one homogeneous pool and are not separately identifiable. Therefore, the revenue is comprised of miles that were part of the loyalty program deferred revenue balance at the beginning of the period as well as miles that were issued during the period.

The table below presents the activity of the current and noncurrent loyalty program deferred revenue, and includes miles earned through travel and miles sold to participating companies, which are primarily through marketing agreements.

Loyalty program activity
(in millions)202420232022
Balance at January 1$8,420 $7,882 $7,559 
Miles earned4,463 4,173 3,419 
Travel miles redeemed(3,841)(3,462)(2,898)
Non-travel miles redeemed(216)(173)(198)
Balance at December 31$8,826 $8,420 $7,882 

The timing of mile redemptions can vary widely; however, the majority of new miles have historically been redeemed within two years of being earned. The loyalty program deferred revenue classified as a current liability represents our estimate of revenue expected to be recognized in the next twelve months based on projected redemptions, while the balance classified as a noncurrent liability represents our estimate of revenue expected to be recognized beyond twelve months.

Cargo Revenue

Cargo revenue is recognized when we provide the transportation.

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Notes to the Consolidated Financial Statements
Other Revenue
Year Ended December 31,
(in millions)202420232022
Refinery$4,642 $3,379 $4,977 
Loyalty program3,297 3,093 2,597 
Ancillary businesses772 840 846 
Miscellaneous1,216 1,104 894 
Total other revenue$9,927 $8,416 $9,314 

Refinery. This represents refinery sales to third parties. See Note 14, "Segments," for more information on revenue recognition within our refinery segment.

Loyalty Program. This relates to revenues from brand usage by third parties and other performance obligations embedded in miles sold, which are included within the total cash sales from marketing agreements, discussed above. This also includes the redemption of miles for non-travel awards.

Ancillary Businesses. This includes revenues from aircraft maintenance services we provide to third parties and our vacation package operations.

Miscellaneous. This is primarily composed of revenues related to lounge access, including access provided to certain American Express cardholders, codeshare agreements and certain other commercial relationships.

Revenue by Geographic Region

Operating revenue for the airline segment is recognized in a specific geographic region based on the origin, flight path and destination of each flight segment. A significant portion of the refinery segment's revenues typically consists of fuel sales to support the airline, which is eliminated in the Consolidated Financial Statements. The remaining operating revenue for the refinery segment is included in the domestic region. Our passenger and operating revenue by geographic region are summarized in the following table:

Revenue by geographic region
Passenger RevenueOperating Revenue
Year Ended December 31,Year Ended December 31,
(in millions)202420232022202420232022
Domestic$35,226 $33,968 $30,197 $43,508 $40,845 $38,478 
Atlantic9,133 9,057 6,093 10,535 10,458 7,429 
Latin America3,995 3,798 2,889 4,564 4,292 3,334 
Pacific2,540 2,086 1,039 3,036 2,453 1,341 
Total$50,894 $48,909 $40,218 $61,643 $58,048 $50,582 

Accounts Receivable

Accounts receivable primarily consist of amounts due from credit card companies from the sale of passenger tickets, ancillary businesses, refinery sales and other companies for the purchase of miles under the loyalty program. We provide an allowance for uncollectible accounts using an expected credit loss model which represents our estimate of expected credit losses over the lifetime of the asset.

Passenger Taxes and Fees

We are required to charge certain taxes and fees on our passenger tickets, including U.S. federal transportation taxes, federal security charges, airport passenger facility charges and foreign arrival and departure taxes. These taxes and fees are assessments on the customer for which we act as a collection agent and these amounts are not included in passenger revenue. We record a liability when the amounts are collected and reduce the liability when payments are made to the applicable government agency or operating carrier (i.e., for codeshare-related fees).

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Notes to the Consolidated Financial Statements
NOTE 3. FAIR VALUE MEASUREMENTS

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. Each fair value measurement is classified into one of the following levels based on the information used in the valuation:

•Level 1. Observable inputs such as quoted prices in active markets.

•Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

•Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value are based on the valuation techniques identified in the tables below. The valuation techniques are as follows:

(a)Market Approach. Prices and other relevant information generated by observable transactions involving identical or comparable assets or liabilities.

(b)Income Approach. Techniques to convert future amounts to a single present value amount based on market expectations (including present value techniques and option-pricing models).

Assets (Liabilities) Measured at Fair Value on a Recurring Basis(1)
December 31, 2024Valuation Technique
(in millions)TotalLevel 1Level 2Level 3
Cash equivalents$1,619 $1,619 $— $— (a)
Restricted cash equivalents351 351 — — (a)
Long-term investments and related2,372 2,085 160 127 (a)(b)
Fuel hedge contracts(17)— (17)— (a)(b)

December 31, 2023Valuation Technique
(in millions)TotalLevel 1Level 2Level 3
Cash equivalents$1,545 $1,545 $— $— (a)
Restricted cash equivalents653 653 — — (a)
Short-term investments
U.S. Government securities859 204 655 — (a)
Corporate obligations218 — 218 — (a)
Other fixed income securities50 — 50 — (a)
Long-term investments and related2,867 2,614 134 119 (a)(b)
Fuel hedge contracts5 — 5 — (a)(b)
(1)See Note 9, "Employee Benefit Plans," for fair value of benefit plan assets.

Cash Equivalents and Restricted Cash Equivalents. Cash equivalents generally consist of money market funds. Restricted cash equivalents are recorded in other noncurrent assets and prepaid expenses and other on our balance sheets and generally consist of money market funds, time deposits, commercial paper and negotiable certificates of deposit, which primarily relate to proceeds from debt issued to finance, among other things, a portion of the construction costs for our new terminal facilities at New York's LaGuardia Airport as well as certain self-insurance obligations and airport commitments. The fair value of these cash equivalents is based on a market approach using prices generated by market transactions involving identical or comparable assets.

Short-Term Investments. The fair values of our short-term investments were based on a market approach using industry standard valuation techniques that incorporate observable inputs such as quoted market prices, interest rates, benchmark curves, credit ratings of the security and other observable information.

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Notes to the Consolidated Financial Statements
Long-Term Investments and Related. Our long-term investments measured at fair value primarily consist of equity investments, which are valued based on market prices or other observable transactions and inputs, and are recorded in equity investments on our balance sheets. Our equity investments in private companies are classified as Level 3 in the fair value hierarchy as their equity is not traded on a public exchange and our valuations incorporate certain unobservable inputs, including non-public equity issuances. Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values. During the year ended December 31, 2024 there were no material gains or losses related to investments classified as Level 3 as a result of fair value adjustments. See Note 4, "Investments," for further information on our long-term investments.

Fuel Hedge Contracts. A portion of our derivative contracts may be negotiated over-the-counter with counterparties without going through a public exchange. Accordingly, our fair value assessments give consideration to the risk of counterparty default (as well as our own credit risk). Such contracts would be classified as Level 2 within the fair value hierarchy. The remainder of our hedge contracts may be comprised of futures contracts, which are traded on a public exchange. These contracts would be classified within Level 1 of the fair value hierarchy. Our derivative contracts to hedge the financial risk from changing fuel prices are related to Monroe’s inventory. Our fuel hedge portfolio may consist of a combination of options, swaps or futures. Option and swap contracts are valued under income approaches using option pricing models and discounted cash flow models, respectively, based on data either readily observable in public markets, derived from public markets or provided by counterparties who regularly trade in public markets. Futures contracts and options on futures contracts are traded on a public exchange and valued based on quoted market prices. We recognized losses of $31 million, $6 million and $394 million on our fuel hedge contracts in aircraft fuel and related taxes on our income statement for the years ended December 31, 2024, 2023 and 2022, respectively. See Note 14, "Segments," for further information on our Monroe refinery segment.


NOTE 4. INVESTMENTS

We have developed strategic relationships with a number of airlines and airline services companies through joint ventures and other forms of cooperation and support, including equity investments. Our equity investments reinforce our commitment to these relationships and generally enhance our ability to offer input to the investee on strategic issues and direction, in some cases through representation on the board of directors of the investee.

Fair Value Investments. Changes in the valuation of investments accounted for at fair value are recorded in gain/(loss) on investments, net in our income statement within non-operating expense and are driven by changes in stock prices, foreign currency fluctuations and other valuation techniques for investments in companies without publicly-traded shares.

Equity Method Investments. We record our share of our equity method investees' financial results in our income statement as described in the table below.

Equity investments ownership interest and carrying value
Accounting TreatmentOwnership InterestCarrying Value
(in millions)December 31, 2024December 31, 2023December 31, 2024December 31, 2023
Air France-KLMFair Value3 %3 %$62 $110 
China EasternFair Value2 %2 %155 134 
Grupo Aeroméxico
Equity Method(1)
20 %20 %354 421 
Hanjin-KAL
Fair Value(2)
15 %15 %507 561 
LATAMFair Value10 %10 %837 658 
Unifi Aviation
Equity Method(3)
49 %49 %146 162 
Wheels Up
Fair Value(4)
38 %38 %435 903 
Other investmentsVarious350 508 
Equity investments$2,846 $3,457 
(1)Results are included in miscellaneous, net in our income statement under non-operating expense.
(2)At December 31, 2024, we held 14.8% of the outstanding shares (including common and preferred), and 14.9% of the common shares, of Hanjin KAL.
(3)Results are included in contracted services in our income statement as this entity is integral to the operations of our business by providing services at many of our airport locations.
(4)Our voting rights with respect to Wheels Up are capped at 29.9%. We elected to account for our investment under the fair value option.

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Notes to the Consolidated Financial Statements
Wheels Up. We concluded that Wheels Up is a variable interest entity ("VIE"). A VIE requires consolidation by the entity’s primary beneficiary. We determined that we are not the primary beneficiary after assessing the decision-making process for the significant activities of Wheels Up, concluding that Wheels Up's Board of Directors continues to possess the decision-making authority over the significant activities, and we do not control Wheels Up's Board. Based on this assessment, Wheels Up is not consolidated in our financial statements.

Our investment is subject to contractual transfer restrictions until September 2025 and thereafter will remain subject to certain, more limited transfer restrictions.

During the December 2024 quarter, Wheels Up entered into a five year Note Purchase Agreement with third parties which provides for the issuance of Revolving Equipment Notes in an aggregate principal amount not to exceed $332 million under a Revolving Equipment Notes Facility. We have provided credit support for the Revolving Equipment Notes Facility which effectively guarantees the Wheels Up payment obligations. As a result, and consistent with our fair value option election, we recorded the immaterial fair value of the guarantee in other noncurrent liabilities on our balance sheet.

Other Investments

This category includes various investments that are accounted for at fair value or under the equity method, depending on our ownership interest and the level of influence conveyed by our investment. Among others, this category includes our equity method investments in Virgin Atlantic and JFK IAT Member LLC and our fair value investment in CLEAR.

Virgin Atlantic. The carrying value of our investment in Virgin Atlantic remains zero as of December 31, 2024. We maintain our 49% equity interest and continue to track our share of Virgin Atlantic's losses under the equity method of accounting. These previously unrecognized losses are only recorded to the extent we make additional investments in Virgin Atlantic (i.e., additional shareholder support). As of December 31, 2024, we have approximately $480 million of unrecognized equity method losses related to our 49% interest in Virgin Atlantic.

CLEAR. In 2024, we sold in multiple transactions our equity ownership in Clear Secure, Inc. ("CLEAR"). This sale is recorded in gain/(loss) on investments, net on our income statement and cash proceeds are recorded in other, net within investing activities on our cash flows statement.

JFK IAT Member LLC. We have an equity method investment in JFK IAT Member LLC, which owns JFK International Air Terminal LLC ("IAT"), our landlord at the New York-JFK Airport. We have a long-term agreement with IAT to sublease space in Terminal 4 through 2043 ("Sublease") which requires us to pay certain fixed management fees. We determined that the investment is a VIE and assessed whether we have a controlling financial interest in IAT. Our rights under the Sublease, with respect to management of Terminal 4, are consistent with rights granted to an anchor tenant under a standard airport lease. Accordingly, we do not consolidate this entity in our Consolidated Financial Statements.


NOTE 5. GOODWILL AND INTANGIBLE ASSETS

Goodwill and Indefinite-Lived Intangible Assets

Our goodwill and identifiable intangible assets relate to the airline segment. We apply a fair value-based impairment test to the carrying value of goodwill and indefinite-lived intangible assets on an annual basis (as of October 1) and, if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. We assess the value of our goodwill and indefinite-lived assets under either a qualitative or quantitative approach. Under a qualitative approach, we consider various market factors, including certain of the key assumptions listed below. We analyze these factors to determine if events and circumstances have affected the fair value of goodwill and indefinite-lived intangible assets. If we determine that it is more likely than not that the asset may be impaired, we use the quantitative approach to assess the asset's fair value and the amount of the impairment. Under a quantitative approach, we calculate the fair value of the asset incorporating the key assumptions listed below into our calculation.

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Notes to the Consolidated Financial Statements
We value goodwill and indefinite-lived intangible assets primarily using market and income approach valuation techniques. These measurements include the following key assumptions (1) forecasted revenues, expenses and cash flows, (2) current discount rates, (3) observable market transactions and (4) anticipated changes to the regulatory environment (e.g., changes in slot access and/or availability, additional Open Skies agreements or changes to antitrust approvals). These assumptions are consistent with those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, actual transaction amounts may differ materially from these estimates. We recognize an impairment charge if the asset's carrying value exceeds its estimated fair value.

Changes in certain events and circumstances could result in impairment or a change from indefinite-lived to definite-lived. Factors which could cause impairment include, but are not limited to (1) negative trends in our market capitalization, (2) reduced profitability resulting from lower passenger mile yields or higher input costs, (3) lower passenger demand as a result of weakened U.S. and global economies or other factors, (4) prolonged interruption to our operations, (5) changes to the regulatory environment, (6) operational or performance changes by other airlines and (7) strategic changes to our operations leading to diminished utilization of the intangible assets.

Identifiable Intangible Assets. Indefinite-lived assets are not amortized and consist of routes, slots, the Delta tradename and assets related to alliances and collaborative arrangements. Definite-lived intangible assets consist primarily of marketing and maintenance service agreements and are amortized on a straight-line basis or under the undiscounted cash flows method over the estimated economic life of the respective agreements. Costs incurred to renew or extend the term of an intangible asset are expensed as incurred.

During the December 2024 quarter, we performed qualitative assessments of goodwill and indefinite-lived intangible assets, including applicable factors noted above, and determined that there was no indication that the assets were impaired. Our qualitative assessments include analyses and weighting of all relevant factors that impact the fair value of our goodwill and indefinite-lived intangible assets. We previously performed quantitative assessments in the December 2023 quarter, noting no impairment of goodwill or indefinite-lived intangible assets.

Goodwill and indefinite-lived intangible assets by category
Carrying Value at
(in millions)December 31, 2024December 31, 2023
Goodwill$9,753 $9,753 
International routes and slots2,583 2,583 
Airline alliances1,863 1,863 
Delta tradename850 850 
Domestic slots622 622 
Total$15,671 $15,671 

International Routes and Slots. This primarily relates to Pacific route authorities and slots at capacity-constrained airports in Asia, and slots at London-Heathrow airport.

Airline Alliances. This primarily relates to our commercial agreements with LATAM and our SkyTeam partners.

Domestic Slots. This primarily relates to our slots at New York-LaGuardia and Washington-Reagan National airports.

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Notes to the Consolidated Financial Statements
Definite-Lived Intangible Assets

Definite-lived intangible assets by category
December 31, 2024December 31, 2023
(in millions)Gross Carrying ValueAccumulated AmortizationGross Carrying ValueAccumulated Amortization
Marketing agreements$730 $(712)$730 $(708)
Maintenance contracts192 (154)192 (150)
Other54 (53)54 (53)
Total$976 $(919)$976 $(911)

Amortization expense was $9 million for the years ended December 31, 2024, 2023 and 2022. Based on our definite-lived intangible assets at December 31, 2024, we estimate that we will incur approximately $7 million of amortization expense annually from 2025 through 2029.


NOTE 6. DEBT

The following table summarizes our debt as of the dates indicated below:

Summary of outstanding debt by category
Maturity Dates
Interest Rate(s) Per Annum at December 31, 2024
December 31,
(in millions)20242023
Unsecured Payroll Support Program Loans(1)
2030to 20311.00%$3,496 $3,496 
Unsecured notes2026to20293.75%to7.38%1,575 2,590 
Financing arrangements secured by SkyMiles assets:
SkyMiles Notes(2)
2025to20284.50%and 4.75%3,970 4,518 
SkyMiles Term Loan(2)(3)
2025to20278.37%784 1,772 
NYTDC Special Facilities Revenue Bonds(2)
2025to20454.00%to6.00%3,591 3,656 
Financing arrangements secured by aircraft:
Certificates(2)
2025to20282.00%to8.00%992 1,591 
Notes(2)(3)
2025to20336.62%to6.86%87 165 
Financing arrangements secured by slots, gates and/or routes:
Senior Secured Notes20257.00%812 838 
Other financings(2)
2025to20302.51%to5.00%66 67 
Corporate Revolving Credit Facility2026to2028Undrawn— — 
Other revolving credit facilities(3)
2025to2026Undrawn— — 
Total secured and unsecured debt15,373 18,693 
Unamortized (discount)/premium and debt issuance cost, net and other(26)(83)
Total debt15,347 18,610 
Less: current maturities(1,801)(2,625)
Total long-term debt$13,546 $15,985 
(1)Interest rates on the Payroll Support Program loans are 1.00% for the first five years and the applicable SOFR plus 2.00% in the final five years. The applicable interest rates will begin to adjust for each loan in April 2025, January 2026 and April 2026.
(2)Due in installments.
(3)Certain financings are comprised of variable rate debt. All variable rates are equal to SOFR (generally subject to a floor) or another index rate plus a specified margin.

Early Settlement of Outstanding Loans and Notes

During 2024, through early principal repayments and open market repurchases, we extinguished an aggregate principal amount of $844 million related to a portion of the SkyMiles Term Loan and various secured and unsecured notes. Collectively, these payments resulted in a $39 million loss on extinguishment of debt, which is recorded in non-operating expense in our income statement.
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Notes to the Consolidated Financial Statements
Availability Under Revolving Facilities

As of December 31, 2024, we had approximately $3.1 billion undrawn and available under our revolving credit facilities.

Corporate Revolving Credit Facility

During the September 2024 quarter, Delta received a second investment grade credit rating, which satisfied the collateral release conditions under the Corporate Revolving Credit Facility. As a result, the liens on collateral, including our Pacific route authorities and certain related other assets, were released during 2024. Additionally, the minimum collateral coverage ratio and minimum liquidity covenants were replaced by minimum fixed charge coverage ratio and minimum asset coverage ratio covenants.

Fair Value of Debt

Market risk associated with our fixed- and variable-rate debt relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates. The fair value of debt, shown below, is principally based on reported market values, recently completed market transactions and estimates based on interest rates, maturities, credit risk and underlying collateral. Debt is primarily classified as Level 1 or Level 2 within the fair value hierarchy.

Fair value of outstanding debt
(in millions)December 31, 2024December 31, 2023
Net carrying amount$15,347 $18,610 
Fair value$15,300 $18,400 

Covenants

Our debt agreements contain various affirmative, negative and financial covenants. For example, certain credit facilities, including our SkyMiles financing agreements, contain, among other things, a minimum liquidity covenant. The minimum liquidity covenant requires us to maintain at least $2.0 billion of liquidity (defined as cash, cash equivalents, short-term investments and aggregate principal amount committed and available to be drawn under our revolving credit facilities). Our SkyMiles financing agreements include a debt service coverage ratio and also restrict our ability to, among other things, (1) modify the terms of the SkyMiles program, or otherwise change the policies and procedures of the SkyMiles program, in a manner that would reasonably be expected to materially impair repayment of the SkyMiles Debt, (2) sell pre-paid miles in excess of $550 million in the aggregate and (3) terminate or materially modify the intercompany arrangements governing the relationship between Delta and SkyMiles IP Ltd. with respect to the SkyMiles program. Certain of our debt agreements limit our ability to (1) incur liens under certain circumstances, (2) dispose of collateral and (3) engage in mergers and consolidations or transfer all or substantially all of our assets. The notes secured by our non-Pacific slots, gates and routes are also subject to a collateral coverage ratio.

Each of these restrictions is subject to certain exceptions and qualifications that are set forth in these debt agreements. We were in compliance with the covenants in our debt agreements at December 31, 2024.

Future Maturities

The following table summarizes scheduled maturities of our debt for the years succeeding December 31, 2024:

Future debt maturities
(in millions)Total DebtAmortization of Debt (Discount)/Premium and Debt Issuance Cost, net and other
2025$1,798 $(29)
20262,313 (3)
20272,133 2 
20281,884 — 
2029621 2 
Thereafter6,624 2 
Total$15,373 $(26)$15,347 
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Notes to the Consolidated Financial Statements
NOTE 7. LEASES

We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of the fixed minimum lease payments over the term. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. We do not separate lease and nonlease components of contracts, except for regional aircraft and information technology ("IT") assets as discussed below.

We use the rate implicit in the lease to discount lease payments to present value, when readily determinable. As the rate implicit in the lease is rarely readily determinable, we use our incremental borrowing rate, which is based on the estimated interest rate for collateralized borrowing over a similar term of the lease at commencement date.

Some of our aircraft lease agreements include provisions for residual value guarantees. These guarantees represent an immaterial portion of our lease liability.

Aircraft

As of December 31, 2024, including aircraft operated by our regional carriers, we leased 170 aircraft, of which 55 were under finance leases and 115 were operating leases. Our aircraft leases had remaining lease terms of three months to 11 years.

In addition, we have regional aircraft leases that are embedded within our capacity purchase agreements and included in the ROU asset and lease liability. We allocated the consideration in each capacity purchase agreement to the lease and nonlease components based on their relative standalone fair values. Lease components of these agreements consist of 119 aircraft as of December 31, 2024 and nonlease components primarily consist of flight operations, in-flight and maintenance services. We determined our best estimate of the standalone fair value of the individual components by considering observable information including rates paid by our wholly owned subsidiary, Endeavor Air, Inc., and rates published by independent valuation firms. See Note 10, "Commitments and Contingencies," for additional information about our capacity purchase agreements.

Airport Facilities

Our facility leases are primarily for space at approximately 300 airports around the world that we serve. These leases reflect our use of airport terminals, office space, cargo warehouses and maintenance facilities. We generally lease space from government agencies that control the use of the airport, and as a result, these leases are classified as operating leases. The remaining lease terms vary from one month to 29 years. At the majority of the U.S. airports, the lease rates depend on airport operating costs or use of the facilities and are reset at least annually. Because of the variable nature of the rates, these leases are not recorded on our balance sheets.

Some airport facilities have fixed payment schedules, the most significant of which is New York-JFK which comprises the majority of our ground and other operating right of use asset and lease liability. For those airport leases with fixed payment schedules, we have recorded a ROU asset and lease liability representing the fixed component of the lease payments. See Note 8, "Airport Redevelopment," for more information on our significant airport redevelopment projects.

Other Ground Property and Equipment

We lease certain IT assets (including servers, mainframes, etc.), ground support equipment (including tugs, tractors, fuel trucks and de-icers) and various other equipment. The remaining lease terms range from one month to five years. Certain leased assets are embedded within various ground and IT service agreements. For ground service contracts, we have elected to include both the lease and nonlease components in the lease asset and lease liability balances on our balance sheets. For IT service contracts, we have elected to separate the lease and nonlease components and only the lease components are included in the lease asset and lease liability balances on our balance sheets. The amounts of these lease and nonlease components are not significant.

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Notes to the Consolidated Financial Statements
Lease Position

The table below presents the lease-related assets and liabilities recorded on the balance sheets.

Lease asset and liability balance sheet position by category
December 31,
(in millions)Classification on the Balance Sheets20242023
Assets
Operating lease assets - Fleet(1)
Operating lease right-of-use assets$2,910 $3,420 
Operating lease assets - Ground and otherOperating lease right-of-use assets3,734 3,584 
Finance lease assetsProperty and equipment, net825 1,338 
Total lease assets$7,469 $8,342 
Liabilities
Current
Operating - Fleet(1)
Current maturities of operating leases$551 $552 
Operating - Ground and otherCurrent maturities of operating leases212 207 
FinanceCurrent maturities of debt and finance leases374 358 
Noncurrent
Operating - Fleet(1)
Noncurrent operating leases2,627 3,226 
Operating - Ground and otherNoncurrent operating leases3,187 3,242 
FinanceDebt and finance leases473 1,086 
Total lease liabilities$7,424 $8,671 
Weighted-average remaining lease term
Operating leases12 years13 years
Finance leases3 years4 years
Weighted-average discount rate
Operating leases
4.28 %3.73 %
Finance leases3.53 %3.12 %
(1)Includes mainline and regional aircraft leases, regional aircraft leases embedded within our capacity purchase arrangements and engine leases. The interest portion of straight-line rent expense related to fleet operating leases was $165 million and $189 million during the years ended December 31, 2024 and 2023, respectively.

Lease Costs

The table below presents certain information related to the lease costs for finance and operating leases.

Lease cost by category
Year Ended December 31,
(in millions)202420232022
Finance lease cost
Amortization of leased assets$88 $109 $120 
Interest of lease liabilities54 42 45 
Operating lease cost(1)
974 981 949 
Short-term lease cost(1)
206 258 281 
Variable lease cost(1)
2,902 2,230 1,859 
Total lease cost$4,224 $3,620 $3,254 
(1)Expenses are primarily classified within aircraft rent, landing fees and other rents and regional carrier expense on our income statement.

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Notes to the Consolidated Financial Statements
Other Information

The table below presents supplemental cash flow information related to leases.

Supplemental lease-related cash flow information
Year Ended December 31,
(in millions)202420232022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases$1,225 $1,230 $809 
Operating cash flows for finance leases56 71 49 
Financing cash flows for finance leases190 264 363 

Undiscounted Cash Flows

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheets.

Future lease cash flows and reconciliation to the balance sheet
(in millions)Operating LeasesFinance Leases
2025$993 $395 
2026917 90 
2027880 268 
2028781 40 
2029620 28 
Thereafter4,183 76 
Total minimum lease payments8,374 897 
Less: amount of lease payments representing interest(1,797)(50)
Present value of future minimum lease payments6,577 847 
Less: current obligations under leases(763)(374)
Long-term lease obligations$5,814 $473 


NOTE 8. AIRPORT REDEVELOPMENT

Los Angeles International Airport ("LAX")

In 2023, we substantially completed all construction for the LAX upgrade and modernization project that consolidates Terminals 2 and 3, as well as connects these terminals to the Tom Bradley International Terminal. The project cost approximately $2.5 billion.

A substantial majority of the project costs were funded through the Regional Airports Improvement Corporation ("RAIC"), a California public benefit corporation, using a revolving credit facility provided by a group of lenders. The credit facility was executed in 2017 and we have guaranteed the obligations of the RAIC under the credit facility. Loans made under the credit facility are being repaid with the proceeds from the City of Los Angeles' (the "City") purchase of completed project assets. Under the lease agreement and subsequent project component approvals by the City's Board of Airport Commissioners, the City appropriated approximately $1.8 billion to purchase completed project assets, representing the maximum allowable reimbursement by the City. Costs incurred in excess of the $1.8 billion maximum were not reimbursed by the City.

Our net project costs were approximately $700 million, of which approximately $350 million has been reflected as investing activities and approximately $350 million as operating activities in our cash flows statement since the project started in 2017.

Based on our assessment of the project, we concluded that we do not control the underlying assets being constructed, and therefore, we do not have the project asset or related obligation recorded on our balance sheets, except for certain assets recorded as leasehold improvements within property and equipment, net on our balance sheets.
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Notes to the Consolidated Financial Statements
We have recorded approximately $350 million as a ROU asset on our balance sheets related to certain costs incurred in excess of RAIC funding, though we have not recognized a ROU asset and lease liability on our balance sheets for the variable lease payments in our agreement with the City. See Note 7, "Leases" for more information on our ROU assets and lease liabilities.

New York-LaGuardia Airport

In 2024, we substantially completed all construction for the replacement of Terminals C and D of the New York-LaGuardia Airport with a new state-of-the-art terminal facility.

The project cost approximately $4.2 billion and was funded through debt issuance, existing cash and a Port Authority contribution of approximately $500 million. We entered into loan agreements to fund a portion of the construction, which are recorded on our balance sheets as debt with the proceeds reflected as restricted cash. Using funding primarily provided by these arrangements, we spent approximately $300 million, $500 million and $650 million during 2024, 2023 and 2022, respectively.

Based on our assessment of the project, we concluded that we did not control the underlying assets being constructed. Costs incurred by Delta are accounted for as leasehold improvements recorded in property and equipment, net on our balance sheets.

See Note 6, "Debt," for additional information on the debt (NYTDC Special Facilities Revenue Bonds) related to this redevelopment project.


NOTE 9. EMPLOYEE BENEFIT PLANS

We sponsor defined benefit and defined contribution pension plans, healthcare plans and disability and survivorship plans for eligible employees and retirees and their eligible family members.

Defined Benefit Pension Plans. We sponsor defined benefit pension plans for eligible employees and retirees. These plans are generally closed to new entrants and frozen for future benefit accruals. Our funding obligations for qualified defined benefit plans are governed by the Employee Retirement Income Security Act and any additional applicable legislation. Under current legislation, any required funding would be amortized over a rolling 15-year period and calculated using a discount rate of no less than 4.75% through 2030. We estimate that there will be approximately $80 million of minimum funding requirements under these plans in 2025.

We also sponsor a market based cash balance defined benefit pension plan for eligible pilots that is funded by company contributions in excess of IRS limits in the 401(k) plan. We fund this plan with cash contributions as benefits are earned and invest those assets. The participants’ benefit is the sum of the contributions made on their behalf plus any positive return on the invested contributions. In estimating the related benefit obligation and net benefit cost, the expected long-term rate of return on plan assets is used in determining the interest crediting rate.

Defined Contribution Pension Plans. We sponsor several defined contribution plans. These plans generally cover different employee groups and employer contributions vary by plan. The costs associated with our defined contribution pension plans were approximately $1.3 billion, $1.2 billion and $1.0 billion for the years ended December 31, 2024, 2023 and 2022, respectively.

Postretirement Healthcare Plans. We sponsor healthcare plans that provide benefits to eligible retirees and their dependents who are under age 65. We have generally eliminated company-paid post age 65 healthcare coverage, except for (1) subsidies available to a limited group of retirees and their dependents, (2) a group of retirees who retired prior to 1987 and (3) retiree medical accounts which provide a fixed dollar amount to eligible employees who retired under the 2012 voluntary workforce reduction programs or the 2020 voluntary early retirement and separation programs ("voluntary programs").

Postemployment Plans. We provide certain other welfare benefits to eligible former or inactive employees after employment but before retirement, primarily as part of the disability and survivorship plans. Substantially all employees are eligible for benefits under these plans in the event of death and/or disability.

Benefits under our postretirement and post employment plans are funded from current assets and employee contributions.
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Notes to the Consolidated Financial Statements
Benefit Obligations, Fair Value of Plan Assets and Funded Status
Pension Benefits
December 31,
Other Postretirement and Postemployment Benefits
December 31,
(in millions)2024202320242023
Benefit obligation at beginning of period$15,911 $15,811 $3,503 $3,664 
Service cost(1)
233 95 92 71 
Interest cost820 855 182 200 
Actuarial (gain)/loss(738)351 (50)24 
Benefits paid, including lump sums and annuities(1,259)(1,201)(497)(485)
Plan amendments— — — 11 
Participant contributions— — 30 18 
Special termination benefits— — 5 — 
Benefit obligation at end of period(2)
$14,967 $15,911 $3,265 $3,503 
Fair value of plan assets at beginning of period$15,766 $15,721 $33 $71 
Actual gain on plan assets1,142 1,142 (7)3 
Employer contributions256 104 468 426 
Participant contributions— — 30 18 
Benefits paid, including lump sums and annuities(1,259)(1,201)(497)(485)
Fair value of plan assets at end of period$15,905 $15,766 $27 $33 
Funded status at end of period$938 $(145)$(3,238)$(3,470)
(1)Service cost shown above relates to the market based cash balance plan. There is no service cost associated with traditional frozen defined benefit plans.
(2)At the end of each year presented, our accumulated benefit obligations for our pension plans are equal to the benefit obligations shown above.

During 2024, net actuarial gains decreased our benefit obligation primarily due to the increase in discount rates while net actuarial losses increased our benefit obligation primarily due to the decrease in discount rates during 2023. These gains and losses are recorded in AOCI and reflected in the table below. Amounts are generally amortized from AOCI over the expected future lifetime of plan participants.

Balance Sheet Position
Pension Benefits
December 31,
Other Postretirement and Postemployment Benefits
December 31,
(in millions)2024202320242023
Other noncurrent assets $1,005 $22 $— $— 
Current liabilities(9)(9)(430)(404)
Noncurrent liabilities(58)(158)(2,808)(3,066)
Funded status at end of period$938 $(145)$(3,238)$(3,470)
Net actuarial loss$(5,407)$(6,474)$(103)$(162)
Prior service credit— — (3)1 
Total accumulated other comprehensive loss, pre-tax$(5,407)$(6,474)$(106)$(161)

Certain pension plans have benefit obligations in excess of plan assets. These plans have aggregate projected benefit obligations of $67 million and are unfunded at December 31, 2024.

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Notes to the Consolidated Financial Statements
Net Periodic Cost/(Benefit)
Pension Benefits
Year Ended December 31,
Other Postretirement and Postemployment Benefits
Year Ended December 31,
(in millions)202420232022202420232022
Service cost(1)
$233 $95 $— $92 $71 $70 
Interest cost820 855 611 182 200 128 
Expected return on plan assets(1,062)(1,060)(1,319)(2)(1)(17)
Amortization of prior service credit— — — (4)(5)(5)
Recognized net actuarial loss248 240 255 18 14 56 
Special termination benefits— — — 5 — — 
Net periodic cost/(benefit)
$239 $130 $(453)$291 $279 $232 
(1)Service cost shown above relates to the market based cash balance plan. There is no service cost associated with traditional frozen defined benefit plans.

Service cost is recorded in salaries and related costs in the income statement, while all other components are recorded within miscellaneous, net under non-operating expense.

Assumptions

We used the following actuarial assumptions to determine our benefit obligations and our net periodic cost/(benefit) for the periods presented:
December 31,
Benefit Obligations(1)
20242023
Weighted average discount rate5.71 %5.31 %

Year Ended December 31,
Net Periodic Cost/(Benefit)(1)
202420232022
Weighted average discount rate5.33 %5.59 %2.96 %
Weighted average expected long-term rate of return on plan assets6.97 %7.00 %7.00 %
Assumed healthcare cost trend rate for the next year(2)
6.50 %6.25 %6.50 %
(1)Future employee compensation levels do not impact our frozen defined benefit pension plans or other postretirement plans and impact only a small portion of our other postemployment obligation.
(2)Healthcare cost trend rate is assumed to decline gradually to 5.00% by 2033 and remain unchanged thereafter.

Expected Long-Term Rate of Return. Our expected long-term rate of return on plan assets is based primarily on plan-specific investment studies using historical market return and volatility data. Modest excess return expectations versus some public market indices are incorporated into the return projections based on the actively managed structure of the investment programs and their records of achieving such returns historically. We also expect to receive a premium for investing in less liquid private markets. We review our rate of return on plan assets assumptions annually. Our annual investment performance for one particular year does not, by itself, significantly influence our evaluation. The investment strategy for our defined benefit pension plan assets is to earn a long-term return that meets or exceeds our annualized return target while taking an acceptable level of risk and maintaining sufficient liquidity to pay current benefits and other cash obligations of the plan. This is achieved by investing in a globally diversified mix of public and private equity, fixed income, real assets, hedge funds and other assets and instruments. Our weighted average expected long-term rate of return on assets for net periodic cost/(benefit) for the year ended December 31, 2024 was 6.97%.

Life Expectancy. Changes in life expectancy may significantly impact our benefit obligations and future net periodic cost/(benefit). Each year we review information published by the Society of Actuaries and other publicly available information to develop our best estimate of life expectancy for purposes of measuring pension and other postretirement and postemployment benefit obligations.

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Notes to the Consolidated Financial Statements
Benefit Payments

Benefit payments in the table below are based on the same assumptions used to measure the related benefit obligations. Actual benefit payments may vary significantly from these estimates. Benefits earned under our pension plans are expected to be paid from funded benefit plan trusts, while our other postretirement and postemployment benefits are funded from current assets. The following table summarizes the benefit payments that are expected to be paid in the years ending December 31:

Expected future benefit payments
(in millions)Pension BenefitsOther Postretirement and Postemployment Benefits
2025$1,330 $470 
20261,350 470 
20271,360 490 
20281,350 500 
20291,350 510 
2030-20346,630 2,590 

Plan Assets

We have adopted and implemented investment policies for our defined benefit pension plans that incorporate strategic asset allocation mixes intended to best meet the plans' long-term obligations, while maintaining an appropriate level of risk and liquidity. These asset portfolios employ a diversified mix of investments, which are reviewed periodically. Active management strategies are utilized where feasible in an effort to realize investment returns in excess of market indices. Derivatives in the plans are primarily used to manage risk and gain asset class exposure while preserving liquidity. As part of these strategies, the plans are required to hold cash collateral associated with certain derivatives. Our investment strategies target a mix of 20-40% growth-seeking assets, 25-35% income-generating assets and 35-45% risk-diversifying assets. Risk diversifying assets include hedge funds implementing long-short, market neutral and relative value strategies that invest primarily in publicly-traded equity, fixed income, foreign currency and commodity securities and are used to improve the impact of active management on the plans.

Benefit Plan Assets Measured at Fair Value on a Recurring Basis

Benefit plan assets relate to our defined benefit pension plans and certain of our postemployment benefit plans. These investments are presented net of the related benefit obligation in either other noncurrent assets or pension, postretirement and related benefits on the balance sheets depending on the funded status of each plan. See Note 3, "Fair Value Measurements," for a description of the levels within the fair value hierarchy and associated valuation techniques used to measure fair value. The following table shows our benefit plan assets by asset class.

Benefit plan assets measured at fair value on a recurring basis
December 31, 2024December 31, 2023Valuation Technique
(in millions)Level 1Level 2TotalLevel 1Level 2Total
Fixed income and fixed income-related instruments$85 $1,080 $1,165 $300 $1,858 $2,158 (a)(b)
Cash equivalents330 138 468 471 685 1,156 (a)
Equities and equity-related instruments978 3 981 647 122 769 (a)
Delta common stock595 — 595 419 — 419 (a)
Real assets— 25 25 11 236 247 (a)
Benefit plan assets$1,988 $1,246 $3,234 $1,848 $2,901 $4,749 
Investments measured at net asset value ("NAV")(1)
12,438 11,417 
Total benefit plan assets$15,672 $16,166 
(1)Investments that were measured at NAV per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy.

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Notes to the Consolidated Financial Statements
Fixed Income and Fixed Income-Related Instruments. These investments include corporate bonds, government bonds, collateralized mortgage obligations and other asset-backed securities, and are generally valued at the bid price or the average of the bid and ask price. Prices are based on pricing models, quoted prices of securities with similar characteristics or broker quotes. Fixed income-related instruments include investments in securities traded on exchanges, including listed futures and options, which are valued at the last reported sale prices on the last business day of the year, or if not available, the last reported bid prices. Over-the-counter securities are valued at the bid prices or the average of the bid and ask prices on the last business day of the year from published sources or, if not available, from other sources considered reliable, generally broker quotes.

Cash Equivalents. These investments primarily consist of high-quality, short-term obligations that are a part of institutional money market mutual funds that are valued using current market quotations or an appropriate substitute that reflects current market conditions.

Equities and Equity-Related Instruments. These investments include common stock and equity-related instruments. Common stock is valued at the closing price reported on the active market on which the individual securities are traded. Equity-related instruments include investments in securities traded on exchanges, including listed futures and options, which are valued at the last reported sale prices on the last business day of the year or, if not available, the last reported bid prices. Over-the-counter securities are valued at the bid prices or the average of the bid and ask prices on the last business day of the year from published sources or, if not available, from other sources considered reliable, generally broker quotes.

Delta Common Stock. The Delta common stock investment is managed by an independent fiduciary.

Real Assets. These investments include commodities such as precious metals and precious metals-related instruments, some of which are valued at the closing price reported on the active market on which the individual instruments are traded, while others are priced based on pricing models, quoted prices of securities with similar characteristics or broker quotes.

The following table summarizes investments measured at fair value based on NAV per share as a practical expedient:

Benefit plan investment assets measured at NAV
December 31, 2024December 31, 2023
(in millions)Fair ValueRedemption FrequencyRedemption Notice PeriodFair ValueRedemption FrequencyRedemption Notice Period
Hedge funds and hedge fund-related strategies$6,519 (1)
15-180 Days
$6,175 (1)
7-180 Days
Commingled funds, private equity and private equity-related instruments(4)
2,351 (1) (2)
2-45 Days
2,279 (1) (2)
2-45 Days
Fixed income and fixed income-related instruments(4)
1,427 (1) (2)
1-180 Days
1,147 (1) (2)
1-180 Days
Real assets(4)
979 (2)N/A893 (2)N/A
Balanced allocation349 (5)
0 Days
100 (5)
0 Days
Other813 (3)
2-10 Days
823 (3)
2-10 Days
Total investments measured at NAV$12,438 $11,417 
(1)Various. Includes funds with monthly or more frequent, quarterly and/or custom redemption frequencies as well as funds with a redemption window following the anniversary of the initial investment.
(2)Includes private funds that are closed-ended structures in which the plans' investments are generally not eligible for redemption.
(3)Includes funds with monthly or more frequent redemptions.
(4)Unfunded commitments were $1.3 billion for commingled funds, private equity and private equity-related instruments, $287 million for fixed income and fixed income-related instruments and $618 million for real assets at December 31, 2024.
(5)Includes funds with daily redemptions.

On an annual basis we assess the potential for adjustments to the fair value of all investments. Due to a lag in the availability of data for certain of these investments (this primarily applies to private equity, private equity-related strategies and real assets), we solicit valuation updates from the investment fund managers and use their information and corroborating data from public markets to determine any needed fair value adjustments.

Hedge Funds and Hedge Fund-Related Strategies. These investments are primarily made through shares of limited partnerships or similar structures for which a liquid secondary market does not exist.

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Notes to the Consolidated Financial Statements
Commingled Funds, Private Equity and Private Equity-Related Instruments. These investments include commingled funds invested in common stock, as well as private equity and private equity-related instruments. Commingled funds are valued based on quoted market prices of the underlying assets owned by the fund. Private equity and private equity-related instruments are typically valued quarterly by the fund managers using valuation models where one or more of the significant inputs into the model cannot be observed and which require the development of assumptions.

Fixed Income and Fixed Income-Related Instruments. These investments include private fixed income instruments that are typically valued monthly or quarterly by the fund managers or third-party valuation agents using valuation models where one or more of significant inputs into the model cannot be observed and which require the development of assumptions.

Real Assets. These investments include real estate, energy, timberland, agriculture and infrastructure. The valuation of real assets requires significant judgment due to the absence of quoted market prices as well as the inherent lack of liquidity and the long-term nature of these assets. Real assets are typically valued quarterly by the fund managers using valuation models where one or more of the significant inputs into the model cannot be observed and which require the development of assumptions.

Balanced Allocation. The investments include commingled funds invested in common stock and fixed income instruments. Commingled funds are valued based on quoted market prices of the underlying assets owned by the fund.

Other. Primarily includes globally-diversified, risk-managed commingled funds consisting mainly of equity, fixed income and commodity exposures.

Other

We also sponsor defined benefit pension plans for eligible employees in certain foreign countries. These plans did not have a material impact on our Consolidated Financial Statements in any period presented.

Profit Sharing Program

Our broad-based employee profit sharing program provides that, for each year in which we have an annual pre-tax profit, as defined by the terms of the program, we will pay a specified portion of that profit to employees. In determining the amount of profit sharing, the program defines profit as pre-tax profit adjusted for profit sharing and certain other items.

For both the years ended December 31, 2024 and 2023, we recorded profit sharing expense of $1.4 billion under the program.


NOTE 10. COMMITMENTS AND CONTINGENCIES

Aircraft Purchase Commitments

Our future aircraft purchase commitments totaled approximately $18.3 billion at December 31, 2024:

Aircraft purchase commitments(1)
(in millions)Total
2025$3,340 
20265,020 
20274,430 
20283,880 
20291,250 
Thereafter370 
Total$18,290 
(1)The timing of these commitments is based on our contractual agreements with the aircraft manufacturers and remains uncertain due to supply chain, manufacturing and regulatory constraints.

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Notes to the Consolidated Financial Statements
Our future aircraft purchase commitments included the following aircraft at December 31, 2024:

Aircraft purchase commitments by fleet type
Fleet TypePurchase Commitments
A220-30072 
A321-200neo86 
A330-900neo7 
A350-9009 
A350-100020 
B-737-10100 
Total294 

Aircraft Orders

During 2024, we entered into a purchase agreement with Airbus for 20 A350-1000 aircraft, with an option to purchase an additional 20 widebody aircraft. Deliveries of these aircraft are scheduled to begin in 2026.

Also during 2024 we amended our purchase agreement with Boeing and received an updated delivery schedule for our Boeing 737-10 orders.

Contract Carrier Agreements

We have contract carrier agreements with regional carriers expiring through 2034. These agreements are structured as either capacity purchase or revenue proration agreements.

Capacity Purchase Agreements. Our contractual agreements with regional carriers are primarily capacity purchase arrangements, under which we control the scheduling, pricing, reservations, ticketing and seat inventories for the regional carriers' flights operating under our "DL" designator code. We are entitled to all ticket, cargo, mail, in-flight and ancillary revenues associated with the flights under these capacity purchase arrangements. We pay those airlines an amount, as defined in the applicable agreement, which is based on a determination of their cost of operating those flights and other factors intended to approximate market rates for those services.

The following table shows our minimum obligations at December 31, 2024 under our existing capacity purchase agreements with third-party regional carriers, excluding contract carrier payments accounted for as leases of aircraft, which are described in Note 7, "Leases." The obligations set forth in the table contemplate minimum levels of flying by the regional carriers under the respective agreements and also reflect assumptions regarding certain costs associated with the minimum levels of flying such as the cost of fuel, labor, maintenance, insurance, catering, property tax and landing fees. Accordingly, our actual payments under these agreements could differ materially from the minimum fixed obligations set forth in the table below.

Contract carrier minimum obligations
(in millions)Amount
2025$1,750 
20261,650 
20271,590 
20281,290 
2029710 
Thereafter680 
Total$7,670 

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Notes to the Consolidated Financial Statements
Legal Contingencies

We are involved in various legal proceedings related to employment practices, environmental issues, commercial disputes, antitrust and other regulatory matters concerning our business. We record liabilities for losses from legal proceedings when we determine that it is probable that the outcome in a legal proceeding will be unfavorable and the amount of loss can be reasonably estimated. Although the outcome of the legal proceedings in which we are involved cannot be predicted with certainty, we believe that the resolution of current matters will not have a material adverse effect on our Consolidated Financial Statements.

Credit Card Processing Agreements

Our VISA/MasterCard and American Express credit card processing agreements provide that no cash reserve ("Reserve") is required, and no withholding of payment related to receivables collected will occur, except in certain circumstances, including when we do not maintain a required level of liquidity as outlined in the merchant processing agreements. In circumstances in which the credit card processor can establish a Reserve or withhold payments, the amount of the Reserve or payments that may be withheld would be equal to the potential liability of the credit card processor for tickets purchased with VISA/MasterCard or American Express credit cards, as applicable, that had not yet been used for travel. We did not have a Reserve or an amount withheld as of December 31, 2024 or 2023.

Other Contingencies

General Indemnifications

We are the lessee under many commercial real estate leases. It is common in these transactions for us, as the lessee, to agree to indemnify the lessor and the lessor's related parties for tort, environmental and other liabilities that arise out of or relate to our use or occupancy of the leased premises. This type of indemnity would typically make us responsible to indemnified parties for liabilities arising out of the conduct of, among others, contractors, licensees and invitees at, or in connection with, the use or occupancy of the leased premises. This indemnity often extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by either their sole or gross negligence or their willful misconduct.

Our aircraft and other equipment lease and financing agreements typically contain provisions requiring us, as the lessee or obligor, to indemnify the other parties to those agreements, including certain of those parties' related persons, against virtually any liabilities that might arise from the use or operation of the aircraft or other equipment.

We believe that our insurance would cover most of our exposure to liabilities and related indemnities associated with the commercial real estate leases and aircraft and other equipment lease and financing agreements described above. While our insurance does not typically cover environmental liabilities, we have insurance policies in place as required by applicable environmental laws.

Some of our aircraft and other financing transactions include provisions that require us to make payments to preserve an expected economic return to the lenders if that economic return is diminished due to specified changes in law or regulations. In some of these financing transactions, we also bear the risk of changes in tax laws that would subject payments to non-U.S. lenders to withholding taxes.

We cannot reasonably estimate our potential future payments under the indemnities and related provisions described above because we cannot predict (1) when and under what circumstances these provisions may be triggered and (2) the amount that would be payable if the provisions were triggered because the amounts would be based on facts and circumstances existing at such time.

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Notes to the Consolidated Financial Statements
Employees Under Collective Bargaining Agreements

As of December 31, 2024, we had approximately 103,000 full-time equivalent employees, approximately 20% of whom were represented by unions.

Domestic airline employees represented by collective bargaining agreements by group
Employee GroupApproximate Number of Employees RepresentedUnionDate on which Collective Bargaining Agreement Becomes Amendable
Delta Pilots17,380 ALPADecember 31, 2026
Delta Flight Superintendents (Dispatchers)(1)
500 PAFCANovember 1, 2024
Endeavor Pilots1,540 ALPAJanuary 1, 2029
Endeavor Flight Attendants
1,700 AFAMarch 31, 2027
(1)We are in discussions with representatives of PAFCA regarding terms of the collective bargaining agreement that became amendable on November 1, 2024.

In addition to the domestic airline employee groups discussed above, approximately 200 refinery employees of our wholly owned subsidiary Monroe are represented by the United Steel Workers under an agreement that expires on February 28, 2026. This agreement is governed by the National Labor Relations Act, which generally allows either party to engage in self-help upon the expiration of the agreement. Certain of our employees outside the U.S. are represented by unions, work councils or other local representative groups.
Other

We have certain contracts for goods and services that require us to pay a penalty, acquire inventory specific to us or purchase contract-specific equipment, as defined by each respective contract, if we terminate the contract without cause prior to its expiration date. Because these obligations are contingent on our termination of the contract without cause prior to its expiration date, no obligation would exist unless such a termination occurs.


NOTE 11. INCOME TAXES

Income Tax Provision

Components of income tax provision
Year Ended December 31,
(in millions)202420232022
Current tax provision:
Federal$— $— $— 
State and local(35)(8)(1)
International(11)(11)(4)
Deferred tax (provision) benefit:
Federal(1,038)(896)(525)
State and local(117)(84)(66)
Income tax provision$(1,201)$(999)$(596)

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Notes to the Consolidated Financial Statements
The following table presents the principal reasons for the difference between the effective tax rate and the U.S. federal statutory income tax rate:

Reconciliation of statutory federal income tax rate to the effective income tax rate
Year Ended December 31,
202420232022
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %
State taxes, net of federal benefit2.6 2.0 3.0 
Permanent differences1.0 0.7 1.0 
Valuation allowance1.9 (5.0)7.3 
Other(0.7)(0.9)(1.1)
Effective income tax rate25.8 %17.8 %31.2 %

Deferred Taxes

We account for deferred income taxes under the asset and liability method. We recognize deferred tax assets and liabilities based on the tax effects of temporary differences between the financial statement and tax basis of assets and liabilities, as measured by current enacted tax rates. Deferred tax assets and liabilities are net by jurisdiction and are recorded as noncurrent on the balance sheets.

We have elected to recognize global intangible low tax income in the period it arises and do not recognize deferred taxes for basis differences that may reverse in future years.

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes.

Significant components of deferred income tax assets and liabilities
December 31,
(in millions)20242023
Deferred tax assets:
Net operating loss carryforwards$799 $1,217 
Capital loss carryforward— 8 
Pension, postretirement and other benefits1,205 1,488 
Investments936 806 
Deferred revenue2,158 2,110 
Lease liabilities2,816 2,193 
Other608 709 
Valuation allowance(951)(877)
Total deferred tax assets$7,571 $7,654 
Deferred tax liabilities:
Depreciation$7,040 $5,570 
Operating lease assets1,369 1,533 
Intangible assets1,165 1,143 
Other78 73 
Total deferred tax liabilities$9,652 $8,319 
Balance Sheet Position:
Other noncurrent assets$95 $243 
Deferred income taxes, net2,176 908 
Net deferred tax liabilities
$2,081 $665 

Delta Air Lines, Inc. | 2024 Form 10-K
85
Notes to the Consolidated Financial Statements
Valuation Allowance

A valuation allowance is recorded to reduce deferred tax assets when necessary. We periodically assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred income tax assets. We establish valuation allowances if it is more likely than not that we will be unable to realize our deferred income tax assets. In making this determination, we consider available positive and negative evidence and make certain assumptions. We consider, among other things, projected future taxable income, scheduled reversals of deferred tax liabilities, the overall business environment, our historical financial results and tax planning strategies.

At December 31, 2024 our net deferred tax liability balance was $2.1 billion, including a $951 million valuation allowance primarily related to certain net realized and unrealized capital losses and certain state net operating losses.

As of December 31, 2024, we had approximately $2.7 billion of U.S. federal pre-tax net operating loss carryforwards which we are expecting to utilize during 2025. These net operating loss carryforwards were primarily generated in 2020 and do not expire. Therefore, we have not recorded a valuation allowance on our deferred tax assets other than the certain net realized and unrealized capital losses and certain state net operating losses that have short expiration periods.

The following table presents the balance of our valuation allowance on our deferred income tax assets and the associated activity:

Valuation allowance activity
(in millions)20242023
Balance at January 1$877 $1,176 
Tax provision74 (299)
Balance at December 31$951 $877 

Other

The amount of, and changes to, our uncertain tax positions were not material in any of the years presented. We are currently under audit by the IRS for the 2024 and 2023 tax years.


NOTE 12. EQUITY AND EQUITY COMPENSATION

Equity

We are authorized to issue 2.0 billion shares of capital stock, of which up to 1.5 billion may be shares of common stock, par value $0.0001 per share, and up to 500 million may be shares of preferred stock.

Preferred Stock. We may issue preferred stock in one or more series. The Board of Directors is authorized (1) to fix the descriptions, powers (including voting powers), preferences, rights, qualifications, limitations and restrictions with respect to any series of preferred stock and (2) to specify the number of shares of any series of preferred stock. We have not issued any preferred stock.

Treasury Stock. We generally withhold shares of Delta common stock to cover employees' portion of required tax withholdings when employee equity awards vest. These shares are valued at cost, which equals the market price of the common stock on the date of vesting. The weighted average cost per share held in treasury was $31.06 and $30.37 as of December 31, 2024 and 2023, respectively.

Delta Air Lines, Inc. | 2024 Form 10-K
86
Notes to the Consolidated Financial Statements
Warrants. During 2020 and 2021, in connection with the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the "CARES Act") payroll support program ("PSP") and extensions, we issued warrants to the U.S Department of the Treasury to acquire more than 11.1 million shares of Delta common stock, which have subsequently been sold to a third party. The number of warrants outstanding slightly increased and the exercise price of the warrants slightly decreased since December 31, 2023 due to adjustments resulting from dividend payments during 2024. Key terms under each program as of December 31, 2024 are as follows:

Summary of payroll support program warrants
(in millions, except exercise price)Number of WarrantsExercise PriceExpiration Year
Payroll Support Program (PSP1)6.9$23.99 2025
Payroll Support Program Extension (PSP2)2.439.11 2026
Payroll Support Program 3 (PSP3)1.947.05 2026
Total11.2

Equity Compensation

Our broad-based equity and cash compensation plan provides for grants of restricted stock, restricted stock units, stock options, performance awards, including cash incentive awards and other equity-based awards (the "Plan"). Shares of common stock issued under the Plan may be made available from authorized, but unissued, common stock or common stock we acquire. If any shares of our common stock are covered by an award that expires, is canceled, forfeited or otherwise terminates without delivery of shares (including shares surrendered or withheld for payment of taxes related to an award), such shares will again be available for issuance under the Plan except for (1) any shares tendered in payment of an option, (2) shares withheld to satisfy any tax withholding obligation with respect to the exercise of an option or stock appreciation right ("SAR") or (3) shares covered by a stock-settled SAR or other awards that were not issued upon the settlement of the award. The Plan authorizes the issuance of up to 163 million shares of common stock. As of December 31, 2024, there were nine million shares available for future grants.

We make long-term incentive awards annually to eligible employees under the Plan. Generally, awards vest over time, subject to the employee's continued employment. Equity compensation expense, including awards payable in common stock or cash, is recognized in salaries and related costs over the employee's requisite service period (generally, the vesting period of the award) and totaled $236 million, $180 million and $150 million for the years ended December 31, 2024, 2023 and 2022, respectively. We record expense on a straight-line basis for awards with installment vesting. As of December 31, 2024, unrecognized costs related to unvested shares and stock options totaled $117 million. We expect substantially all unvested awards to vest and recognize forfeitures as they occur.

Restricted Stock. Restricted stock is common stock that may not be sold or otherwise transferred for a period of time and is subject to forfeiture in certain circumstances. The fair value of restricted stock awards is based on the closing price of the common stock on the grant date. As of December 31, 2024, there were 4.3 million unvested restricted stock awards. Restricted stock activity under the Plan for the years ended December 31, 2024, 2023 and 2022 is as follows:

Restricted stock award activity
202420232022
Restricted Stock AwardsWeighted-Average
Grant Price		Restricted Stock AwardsWeighted-Average
Grant Price		Restricted Stock AwardsWeighted-Average
Grant Price
(in millions, except weighted avg grant price)
Outstanding at January 14.2 $40.51 3.1 $43.43 2.9 $45.66 
Granted2.6 40.75 2.7 39.63 1.9 42.45 
Vested(2.3)40.60 (1.5)44.79 (1.6)46.31 
Forfeited(0.2)40.49 (0.1)40.94 (0.1)45.51 
Outstanding at December 314.3 $40.60 4.2 $40.51 3.1 $43.43 

Delta Air Lines, Inc. | 2024 Form 10-K
87
Notes to the Consolidated Financial Statements
Stock Options. Stock options are granted with an exercise price equal to the closing price of Delta common stock on the grant date and generally have a 10-year term. We determine the fair value of stock options at the grant date using an option pricing model. As of December 31, 2024, there were 4.8 million outstanding exercisable stock option awards with a weighted average exercise price of $50.41. Stock option activity under the Plan for the years ended December 31, 2024, 2023 and 2022 is as follows:

Stock option activity
202420232022
Stock OptionsWeighted-Average
Exercise Price		Stock OptionsWeighted-Average
Exercise Price		Stock OptionsWeighted-Average
Exercise Price
(in millions, except weighted avg grant price)
Outstanding at January 16.2 $50.42 6.2 $50.40 6.2 $50.41 
Granted— — — — — — 
Exercised(1)
(1.4)50.35 — 39.78 — — 
Forfeited(1)
— 52.89 — 51.91 — 52.87 
Outstanding at December 314.8 $50.41 6.2 $50.42 6.2 $50.40 
(1)Forfeitures in 2024, 2023 and 2022 and exercises in 2023 occurred, but round to zero in the table above.

Performance Awards. Performance awards are dollar-denominated long-term incentive opportunities which are payable in cash to all participants. Potential performance award payments range from 0%-200% of a target level and are contingent upon our achieving certain financial and operational goals over a three-year performance period.

Performance Restricted Stock Units (PRSU). Performance restricted stock units are long-term incentive opportunities that provide executive officers with the right to receive shares of Delta stock based on our achievement of certain performance conditions at the end of a three-year period. PRSUs were first granted to executive officers in 2022. Potential payouts range from 0%-300% of a target level for the grants in 2022 and 2023 and range from 0%-200% of a target level for the grants in 2024. Based on the closing stock price at year end and contingent on achieving the specified performance conditions, the maximum shares that could be issued were 6.0 million, 3.3 million and 1.3 million for the years ended December 31, 2024, 2023 and 2022 respectively.


NOTE 13. ACCUMULATED OTHER COMPREHENSIVE LOSS

Components of accumulated other comprehensive loss
(in millions)
Pension and Other Benefits Liabilities(2)
OtherTax EffectTotal
Balance at January 1, 2022$(8,355)$41 $1,184 $(7,130)
Changes in value1,419 — (330)1,089 
Reclassifications into earnings(1)
312 — (72)240 
Balance at December 31, 2022
(6,624)41 782 (5,801)
Changes in value(303)(1)71 (233)
Reclassifications into earnings(1)
246 — (57)189 
Balance at December 31, 2023
(6,681)40 796 (5,845)
Changes in value859 2 (199)662 
Reclassifications into earnings(1)
265 — (61)204 
Balance at December 31, 2024
$(5,557)$42 $536 $(4,979)
(1)Amounts reclassified from AOCI for pension and other benefits liabilities are recorded in miscellaneous, net in non-operating expense in our income statement.
(2)Includes approximately $750 million of deferred income tax expense as a result of tax law changes and prior valuation allowance releases through continuing operations, that will not be recognized in net income until pension and other benefit obligations are fully extinguished.


Delta Air Lines, Inc. | 2024 Form 10-K
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Notes to the Consolidated Financial Statements
NOTE 14. SEGMENTS

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM") and is used in resource allocation and performance assessments. Our executive leadership team, the Delta Leadership Committee (“DLC”), is our CODM. The DLC regularly reviews information for our two operating segments: our airline segment and our refinery segment.

The DLC uses operating income to evaluate segment performance. The DLC is involved in determining and reviewing projected operating income as part of the annual plan process. Throughout the year, the DLC considers forecast to actual results and variances on a monthly and quarterly basis to allocate resources for the airline segment's fleet and network and to optimize the refinery segment's operations. The DLC also considers this information in strategic decisions related to capital allocations, including investments in fleet, ground, information technology and refinery assets, route and network development and human capital.

Airline Segment

Our airline segment is managed as a single business unit that provides scheduled air transportation for passengers and cargo throughout the U.S. and around the world and includes our loyalty program, as well as other ancillary businesses. This allows us to benefit from an integrated revenue pricing and route network. Our flight equipment forms one fleet, which is deployed through a single route scheduling system. When making resource allocation decisions, our CODM evaluates aggregated flight profitability data, which considers fleet type and route economics, but gives no weight to the financial impact of the resource allocation decision on a geographic region or mainline/regional carrier basis. Our objective in making resource allocation decisions is to optimize our consolidated financial results.

Refinery Segment

Our Monroe subsidiary operates the Trainer oil refinery and related assets located near Philadelphia, Pennsylvania, as part of our strategy to mitigate the cost of the refining margin reflected in the price of jet fuel. Monroe's operations include pipelines and terminal assets that allow the refinery to supply jet fuel to our airline operations throughout the Northeastern U.S., including our New York hubs at LaGuardia and JFK.

Our refinery segment operates for the benefit of the airline segment by providing jet fuel to the airline segment from its own production and through jet fuel obtained through agreements with third parties. The refinery's production consists of jet fuel, as well as non-jet fuel products. We exchange the non-jet fuel products produced by the refinery with counterparties for jet fuel consumed in our airline operations. The gross fair value of the products exchanged under these agreements during the years ended December 31, 2024, 2023 and 2022 was $1.5 billion, $2.4 billion and $3.5 billion, respectively.

A refinery is subject to annual Environmental Protection Agency ("EPA") requirements to blend renewable fuels into the gasoline and on-road diesel fuel it produces. A refinery may meet its obligation by blending the necessary volumes of renewable fuels, by purchasing Renewable Identification Numbers ("RINs") in the open market or through a combination of blending and purchasing RINs. Because Monroe is able to blend only a small amount of renewable fuels, it must purchase the majority of its RINs requirement in the secondary market. Renewable fuel compliance costs are accrued in accounts payable each period as the RINs obligation is generated. Purchased RINs are carried at the lower of cost and net realizable value and are recorded in prepaid expenses and other. The RINs asset and obligation are retired when used to satisfy EPA requirements.

Segment Reporting

Segment results are prepared based on our internal accounting methods described below, with reconciliations to consolidated amounts in accordance with GAAP. Our segments are not designed to measure operating income or loss directly related to the products and services included in each segment on a stand-alone basis. Our income tax provision is determined on a consolidated basis and is not calculated at the segment level.

Delta Air Lines, Inc. | 2024 Form 10-K
89
Notes to the Consolidated Financial Statements
Financial information by segment
(in millions)AirlineRefineryIntersegment Sales/OtherConsolidated
Year Ended December 31, 2024
Operating revenue$57,001 $7,767 $(3,125)
(1)
$61,643 
Airline salaries and related costs16,161 
Aircraft fuel and related costs10,566 
Refinery cost of goods sold(2)
7,234 
Depreciation and amortization2,513 113 
Other segment items(3)
21,804 382 
Operating income(4)
5,957 38 5,995 
Interest expense, net747 3 (3)747 
Other non-operating expense590 590 
Income before income taxes4,620 35 3 4,658 
Total assets, end of period72,979 2,418 (25)75,372 
Capital expenditures5,075 65 5,140 
Year Ended December 31, 2023
Operating revenue$54,669 $7,572 $(4,193)
(1)
$58,048 
Airline salaries and related costs14,607 
Aircraft fuel and related costs11,069 
Refinery cost of goods sold(2)
6,665 
Depreciation and amortization2,341 94 
Other segment items(3)
21,516 428 
Operating income(4)
5,136 385 5,521 
Interest expense, net834 17 (17)834 
Other non-operating income921 921 
Income before income taxes5,223 368 17 5,608 
Total assets, end of period71,529 2,174 (59)73,644 
Capital expenditures5,088 235 5,323 
Year Ended December 31, 2022
Operating revenue$45,605 $10,706 $(5,729)
(1)
$50,582 
Airline salaries and related costs11,902 
Aircraft fuel and related costs11,482 
Refinery cost of goods sold(2)
9,442 
Depreciation and amortization2,107 93 
Other segment items(3)
17,230 394 
Operating income(4)
2,884 777 3,661 
Interest expense, net1,029 12 (12)1,029 
Other non-operating expense718 718 
Income before income taxes1,137 765 12 1,914 
Total assets, end of period69,355 3,039 (106)72,288 
Capital expenditures6,217 149 6,366 
(1)See table below for detail of the intersegment operating revenue amounts.
(2)Refinery cost of goods sold are included within aircraft fuel and related taxes and ancillary businesses and refinery in our income statement.
(3)The nature of other segment items for the airline segment are shown on the income statement and for the refinery segment include salaries and related costs, maintenance, utilities and other expenses.
(4)Refinery segment operating results are included within aircraft fuel and related taxes in our income statement.

Delta Air Lines, Inc. | 2024 Form 10-K
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Notes to the Consolidated Financial Statements
Operating revenue intersegment sales/other
Year Ended December 31,
(in millions)202420232022
Sales to airline segment(1)
$(1,421)$(1,535)$(1,976)
Exchanged products(2)
(1,473)(2,354)(3,475)
Sales of refined products
(231)(304)(278)
Total operating revenue intersegment sales/other$(3,125)$(4,193)$(5,729)
(1)Represents transfers, valued on a market price basis, from the refinery to the airline segment for use in airline operations. We determine market price for jet fuel from the refinery by reference to the market index for the primary delivery location, which is New York Harbor.
(2)Represents value of products delivered under our exchange agreements, as discussed above, determined on a market price basis.


NOTE 15. EARNINGS PER SHARE

We calculate basic earnings per share by dividing net income by the weighted average number of common shares outstanding, excluding restricted shares. We calculate diluted earnings per share by dividing net income by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based instruments, including stock options, restricted stock awards and warrants. Antidilutive common stock equivalents excluded from the diluted earnings per share calculation are not material. The following table shows our computation:

Basic and diluted earnings per share
Year Ended December 31,
(in millions, except per share data)202420232022
Net income$3,457 $4,609 $1,318 
Basic weighted average shares outstanding641 639 638 
Dilutive effect of share-based instruments7 4 3 
Diluted weighted average shares outstanding648 643 641 
Basic earnings per share$5.39 $7.21 $2.07 
Diluted earnings per share$5.33 $7.17 $2.06 


Delta Air Lines, Inc. | 2024 Form 10-K
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures, which have been designed to permit us to record, process, summarize and report, within time periods specified by the SEC's rules and forms, information required to be disclosed. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the controls and procedures were effective as of December 31, 2024 to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control

During the three months ended December 31, 2024, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in the 2013 Internal Control-Integrated Framework. Based on that evaluation, management believes that our internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended December 31, 2024. Ernst & Young LLP's report on our internal control over financial reporting is set forth below.

Delta Air Lines, Inc. | 2024 Form 10-K
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Delta Air Lines, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Delta Air Lines, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Delta Air Lines, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated February 11, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Atlanta, Georgia
February 11, 2025

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ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this item is set forth under the headings "Governance - Board Matters," "Proposal 1 - Election of Directors" and "Other Information - Delinquent Section 16(a) Reports" in our Proxy Statement to be filed with the Commission related to our 2025 Annual Meeting of Stockholders ("Proxy Statement"), and is incorporated by reference. Certain information regarding Delta's executive officers is contained in Part I of this Form 10-K under the heading "Information About Our Executive Officers."

ITEM 11. EXECUTIVE COMPENSATION

Information required by this item is set forth under the headings "Executive Compensation" and "Director Compensation" in our Proxy Statement and is incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information about the number of shares of common stock that may be issued under Delta's equity compensation plans as of December 31, 2024.
Equity compensation plan information
Plan Category
(a) No. of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)
(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(2)
(c) No. of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3)
Equity compensation plans approved by securities holders10,774,202 $22.35 9,053,334 
Equity compensation plans not approved by securities holders— — — 
Total10,774,202 $22.35 9,053,334 
(1)Includes a maximum of 5,998,521 shares of common stock that may be issued upon the achievement of certain performance conditions under outstanding performance restricted share awards as of December 31, 2024.
(2)Includes performance restricted share awards, which do not have exercise prices. The weighted average exercise price of outstanding options at December 31, 2024 was $50.41.
(3)Reflects shares remaining available for issuance under Delta's Performance Compensation Plan. If any shares of our common stock are covered by an award under the Plan that expires, is canceled, forfeited or otherwise terminates without delivery of shares (including shares surrendered or withheld for payment of taxes related to an award), then such shares will again be available for issuance under the Plan except for (1) any shares tendered in payment of an option, (2) shares withheld to satisfy any tax withholding obligation with respect to the exercise of an option or stock appreciation right ("SAR") or (3) shares covered by a stock-settled SAR or other awards that were not issued upon the settlement of the award. Because 4,324,916 shares of restricted stock remained unvested and subject to forfeiture as of December 31, 2024, these shares could again be available for issuance.

Other information required by this item is set forth under the heading "Share Ownership" in our Proxy Statement and is incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item is set forth under the headings "Governance - Board Matters" and "Proposal 1 - Election of Directors" in our Proxy Statement and is incorporated by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this item is set forth under the heading "Proposal 4 - Ratification of the Appointment of Independent Auditors" in our Proxy Statement and is incorporated by reference.
Delta Air Lines, Inc. | 2024 Form 10-K
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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1). The following is an index of the financial statements required by this item that are included in this Form 10-K:

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2024, 2023 and 2022
Notes to the Consolidated Financial Statements

(2). Financial Statement Schedules. Financial statement schedules are not included herein as the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements and accompanying notes included in this Form 10-K.

(3). Exhibit List.

The exhibits required by this item are listed below. The management contracts and compensatory plans or arrangements required to be filed as an exhibit to this Form 10-K are listed as Exhibits 10.11 through 10.20.

Note to Exhibits: Any representations and warranties of a party set forth in any agreement (including all exhibits and schedules thereto) filed with this Annual Report on Form 10-K have been made solely for the benefit of the other party to the agreement. Some of those representations and warranties were made only as of the date of the agreement or such other date as specified in the agreement, may be subject to a contractual standard of materiality different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Such agreements are included with this filing only to provide investors with information regarding the terms of the agreements, and not to provide investors with any other factual or disclosure information regarding the registrant or its business.
3.1(a)
3.1 (b)
3.2
4.1

Delta is not filing any instruments evidencing any indebtedness because the total amount of securities authorized under any single such instrument does not exceed 10% of the total assets of Delta and its subsidiaries on a consolidated basis. Copies of such instruments will be furnished to the Securities and Exchange Commission upon request.
10.1
10.2(a)
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10.2(b)
10.2(c)
10.3(a)
10.3(b)
10.3(c)
10.4(a)
10.4(b)
10.5(a)
10.5(b)
10.6(a)
10.6(b)
10.7
10.8(a)
10.8(b)
10.8(c)
10.8(d)
10.8(e)
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10.8(f)
10.8(g)
10.8(h)
10.8(i)
10.8(j)
10.9(a)
10.9(b)
10.9(c)
10.9(d)
10.9(e)
10.9(f)
10.9(g)
10.10(a)
10.10(b)
10.10(c)
10.11
10.12(a)
Delta Air Lines, Inc. | 2024 Form 10-K
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10.12(b)
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
19.1
21.1
23.1
31.1
31.2
32
97
101.INS
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
The cover page from this Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL (included in Exhibit 101)
*
Incorporated by reference.
**
Portions of this exhibit have been omitted as confidential information.
Delta Air Lines, Inc. | 2024 Form 10-K
98

ITEM 16. FORM 10-K SUMMARY

Not applicable.
Delta Air Lines, Inc. | 2024 Form 10-K
99

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11th day of February, 2025.
DELTA AIR LINES, INC.
By:/s/ Edward H. Bastian
Edward H. Bastian
Chief Executive Officer

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100

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 11th day of February, 2025 by the following persons on behalf of the registrant and in the capacities indicated.

SignatureTitle
/s/ Edward H. Bastian
Chief Executive Officer and Director
(Principal Executive Officer)
Edward H. Bastian
/s/ Daniel C. JankiExecutive Vice President and Chief Financial Officer
(Principal Financial Officer)
Daniel C. Janki
/s/ William C. CarrollSenior Vice President - Controller
(Principal Accounting Officer)
William C. Carroll
/s/ Christophe BeckDirector
Christophe Beck
/s/ Maria BlackDirector
Maria Black
/s/ Willie CW Chiang
Director
Willie CW Chiang
/s/ Greg Creed
Director
Greg Creed
/s/ David G. DeWaltDirector
David G. DeWalt
/s/ Leslie D. Hale
Director
Leslie D. Hale
/s/ Christopher A. Hazleton
Director
Christopher A. Hazleton
/s/ Michael P. Huerta
Director
Michael P. Huerta
Director
Judith J. McKenna
/s/ Vasant M. Prabhu
Director
Vasant M. Prabhu
/s/ Sergio A.L. Rial
Director
Sergio A.L. Rial
/s/ David S. Taylor
Chairman of the Board
David S. Taylor
/s/ Kathy N. Waller
Director
Kathy N. Waller

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INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.


AIRBUS A330-900neo AIRCRAFT

AND

A350-900 AIRCRAFT PURCHASE AGREEMENT


Dated as of November 24, 2014


between


AIRBUS S.A.S


and


DELTA AIR LINES, INC.
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C O N T E N T S


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EXHIBITS


EXHIBIT A-1    A330-300 AIRCRAFT STANDARD SPECIFICATION

EXHIBIT A-2    A350-900 AIRCRAFT STANDARD SPECIFICATION

EXHIBIT A-3    A330-900neo AIRCRAFT SPECIFICATION CHANGE NOTICES

EXHIBIT A-4    A350-900 AIRCRAFT SPECIFICATION CHANGE NOTICES

EXHIBIT B-1    FORM OF SPECIFICATION CHANGE NOTICE
EXHIBIT B-2    FORM OF MANUFACTURER’S SPECIFICATION CHANGE NOTICE

EXHIBIT B-3    FORM OF [***]

EXHIBIT C    AIRBUS PRICE REVISION FORMULA

EXHIBIT D    FORM OF CERTIFICATE OF ACCEPTANCE

EXHIBIT E    FORM OF BILL OF SALE

EXHIBIT F    SERVICE LIFE POLICY – LIST OF ITEMS

EXHIBIT G-1    A330-900neo TECHNICAL DATA INDEX

EXHIBIT G-2    A350-900 TECHNICAL DATA INDEX

EXHIBIT H    MATERIAL SUPPLY AND SERVICES

EXHIBIT I    LICENSES AND ON-LINE SERVICES

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P U R C H A S E A G R E E M E N T


This agreement is made this 24th day of November, 2014


Between


AIRBUS S.A.S, a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),

and

DELTA AIR LINES, INC., a corporation organized and existing under Delaware law with offices located at 1050 Delta Boulevard, Atlanta, Georgia 30320 (the “Buyer”).


WHEREAS, the Buyer wishes to purchase, and the Seller is willing to sell, twenty-five (25) firm Airbus A330-900neo model aircraft and twenty-five (25) firm A350-900 model aircraft upon the terms and conditions provided herein; and


NOW THEREFORE IT IS AGREED AS FOLLOWS:
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0.    DEFINITIONS
For all purposes of the Agreement (as defined below), except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following meanings:

A330-300 Standard Specification – the A330-300 standard specification document number [***] a copy of which has been annexed hereto as Exhibit A-1.

A330-900neo Aircraft – any or all of the A330-300 model airframe to be purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft including the New Engine Option Changes and the A330-900neo Propulsion Systems installed thereon upon Delivery.

A330-900neo Aircraft Base Price - has the meaning set forth in Subclause 3.1.1.

A330-900neo Aircraft Final Contract Price - has the meaning set out in Subclause 3.1.4.

A330-900neo Standard Specification - has the meaning set out in Subclause 2.1.1.1.

A330-900neo Customization Milestone Chart – as defined in Subclause 2.1.3.1.

A330-900neo Propulsion Systems has the meaning set forth in Subclause 2.1.2.

A330-900neo Aircraft Specification - means the A330-900neo Standard Specification as may be amended by all applicable SCNs and MSCNs.

A330-900neo Standard Specification - as defined in Subclause 2.1.1.2.1.

A330-900neo Standard Specification Freeze - has the meaning set out in Subclause 2.1.1.2.1.

A350-900 Aircraft - any or all of the A350-900 model aircraft sold by the Seller and to be purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the A350-900 Propulsion Systems installed thereon upon Delivery.

    A350-900 Aircraft Base Price – as defined in Subclause 3.2.1.

A350XWB Family Aircraft - individually or collectively an A350-900 Aircraft or an A350-1000 Aircraft.

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A350XWB Family Aircraft Description Document or A350XWB Family ADD - as the context requires, either the A350XWB Family Aircraft Description Document – [***], or any subsequent issue thereof applicable at the time of equipment selection.

A350-900 Aircraft Final Contract Price has the meaning set forth in Subclause 3.2.4.

A350-900 Aircraft Specification – means the A350-900 Standard Specification as amended by all applicable SCNs and MSCNs.

A350-900 Propulsion Systems – as defined in Subclause 2.2.2.

A350-900 Standard Specification - the A350-900 standard specification document Number [***], a copy of which has been annexed hereto as Exhibit A-2.

ACS IFE – as defined in Subclause 2.2.3.2.

ACS Seats – Seats installed on an A350-900 Aircraft, which are supplied by an ACS Supplier and which are listed in the A350XWB Family ADD applicable at the time of customization.

ACS Supplier - means any supplier of ACS Equipment.
    
ACS Reference Price – as defined in Subclause 3.2.3.

Affiliate – with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity. For purposes of the preceding sentence, “control” of an entity shall mean the direct or indirect ownership of voting securities having the power to direct or cause the direction of the management and policies of such entity.

Agreement – this Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement, including all exhibits, appendixes and letter agreements attached hereto, as the same may be amended or modified and in effect from time to time.

Airbus Contracted Suppliers Equipment or ACS Equipment – any component, equipment, accessory or part installed in an A350-900 Aircraft at the time of Delivery thereof and for which there exists an Airbus Contracted Suppliers Support Agreement. For the sake of clarity, Propulsion Systems, Supplier Parts, Buyer Furnished Equipment and other equipment selected by the Buyer to be supplied by suppliers with whom the Seller has no existing enforceable warranty agreements are not ACS Equipment.

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Airbus Contracted Suppliers Support Agreements - means agreements between the Seller and ACS Suppliers, as described in Clause 17, containing enforceable and transferable warranties.

Airbus Equivalent Thrust or AET – is the Airbus Equivalent Thrust at [***], which is representative of sea level aircraft performance.

Airbus Price Revision Formula as set forth in Exhibit C.

AirbusWorld – as defined in Subclause 14.4.1.    

AirbusWorld GTC – General Terms and Conditions of Access to and Use of the Secure Area of the AirbusWorld/Online Services between the Seller and the Buyer (as successor in interest to Northwest Airlines Inc.) [***], as may be amended from time to time.

Aircraft – means individually or collectively an A330-900neo Aircraft or A350-900 Aircraft under this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon Delivery.

Aircraft Training Services – all aircraft training services including but not limited to any and all (i) flight support services, training courses, flight training, flight assistance, line training, line assistance, flights of any kind performed by the Seller, its agents, employees or subcontractors, and maintenance support, maintenance training (including Practical Training), training support of any kind performed on aircraft and provided to the Buyer pursuant to this Agreement.

Airframe – any Aircraft excluding Propulsions Systems.

ATA Specification – recommended specifications developed by the Air Transport Association of America reflecting consensus in the commercial Aviation industry on accepted means of communicating information, conducting business, performing operations and adhering to accepted practices.

Aviation Authority – when used with respect to any jurisdiction, the government entity that, under the laws of such jurisdiction, has control over civil aviation or the registration, airworthiness or operation of civil aircraft in such jurisdiction.

Balance of the Final Contract Price – as defined in Subclause 5.3.

Base Period - [***]

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Base Price – for any Aircraft and SCN, as defined in Clause 3.

BFE Data – as defined in Subclause 14.3.3.1.

BFE Engineering Definition – as defined in Subclause 18.1.1.3.

BFE IFE – as defined in Subclause 2.2.3.2.

BFE Premium Class Seats – as defined in Subclause 2.2.4.2.

BFE Supplier – a supplier of Buyer Furnished Equipment as defined in Subclause 18.1.1.1.

BFE Supplier Data – Shall encompass all BFE related documents to be provided in accordance with Airbus general requirements for equipment and system suppliers with the corresponding compliance analysis matrix, including but not limited to the seat interface specifications, BFE statement of work, inflight seat and seat furniture, component delivery specification, contractual applicable documents and applicable tool list, product description with features and options, cabin layout from seat supplier, seat configurations and assembly 2D drawings and 3D space allocation models for all configurations.

Bill of Sale – as defined in Subclause 9.2.

Business Day - with respect to any action to be taken hereunder, a day other than a Saturday, Sunday or other day designated as a holiday in the jurisdiction in which such action is required to be taken.

Buyer Furnished Equipment or BFE – as defined in Subclause 18.1.1.1.

Certificate of Acceptance – as defined in Subclause 8.3.

Contractual Definition Freeze or CDF – as defined in Subclause 2.1.3.2.

Customization Milestone Chart – means either an A330-900neo Customization Milestone Chart or an A350-900 Customization Milestone Chart as applicable.

Declaration of Design and Performance or DDP – the documentation provided by an equipment manufacturer guaranteeing that the corresponding equipment meets the requirements of the Specification, the interface documentation as well as all the relevant certification requirements.

Delivery – the transfer of title to the Aircraft from the Seller to the Buyer in accordance with Clause 9.
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Delivery Date – the date on which Delivery occurs.

Delivery Location – the facilities of the Seller at the location of final assembly of the Aircraft.

Development Changes – as defined in Subclause 2.3.2.

EASA – the European Aviation Safety Agency or any successor thereto.

Excusable Delay – as defined in Subclause 10.1.

Export Certificate of Airworthiness – an export certificate of airworthiness issued by the Aviation Authority of the Delivery Location.

FAA – the U.S. Federal Aviation Administration or any successor agency thereto.

Failure – as defined in Subclause 12.2.1.2.

Final Contract Price – means either the A330-900neo Aircraft Final Contract Price or the A350-900 Aircraft Final Contract Price.

Goods and Services or G&S – any goods, excluding Aircraft, and services that may be purchased by the Buyer from the Seller.

Ground Training Services means all training courses performed in classrooms, full flight simulator sessions, fixed base simulator sessions, field trips and any other services provided to the Buyer on the ground pursuant to this Agreement and which are not Aircraft Training Services.

In-Flight Entertainment or (IFE) – means In-Flight Entertainment equipment supplied exclusively by an ACS Supplier and which is listed in the A350XWB Family ADD. In the event the Buyer selects BFE Premium Class Seats, such IFE shall be considered BFE IFE.

In-house Warranty – as defined in Subclause 12.1.7(i).

In-house Warranty Labor Rate – as defined in Subclause 12.1.7(iv)(d)

Inexcusable Delay – as defined in Subclause 11.1.

Interface Problem – as defined in Subclause 12.4.1.

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Item – as defined in Subclause 12.2.1.1.

Manufacture Facilities – means the various manufacture facilities of the Seller, its Affiliates or any subcontractor, where the Airframe or its parts are manufactured or assembled.

Manufacturer Specification Change Notice or MSCN – as defined in Subclause 2.3.2.1.

Material – as defined in Subclause 1.2 of Exhibit H.

New Engine Option Changes has the meaning set out in Subclause 2.1.1.2.1

Non-Customized Data – Refers to (i) envelope manuals and data that are applicable to a group of customers from the Seller for a specific aircraft type, model or series, or to (ii) generic manuals and data that are applicable to all aircraft types, models or series from the Seller.

Option Catalogues means the Seller’s catalogues of specification change options.

Other Agreement - has the meaning set out in Subclause 5.10.1.

Practical Training – as defined in Subclause 16.8.2.

Predelivery Payment – any payment made against the Final Contract Price of an Aircraft in accordance with Subclause 5.2.

Prime Rate – the rate of interest per annum publicly announced from time to time by Citibank, N.A. in New York, New York, as its prime or base or equivalent lending rate.

Propulsion Systems – means the A330-900neo Propulsion Systems or A350-900 Propulsion Systems as applicable.

Propulsion Systems Manufacturer – means Rolls-Royce plc.

Ready for Delivery – with respect to any Aircraft, the time when (i) the Technical Acceptance Process set forth in Clause 8 has been completed in accordance with Clause 8 and (ii) all conditions required by EASA for the issuance of the Export Certificate for Airworthiness, without exception, have been satisfied.

Scheduled Delivery Month – as defined in Subclause 9.1.1.

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Scheduled Delivery Period – the Scheduled Delivery Month, or, if not then notified, the Scheduled Delivery Quarter.

Scheduled Delivery Quarter – as defined in Subclause 9.1.1.

Seller Furnished Equipment or SFE – for any Aircraft, all of the items of equipment that shall be furnished by the Seller and installed in the Aircraft by the Seller, as defined in the Specification.

Seller’s Representatives – the representatives of the Seller referred to in Clause 15.

Seller Service Bulletin – means a document approved by an Aviation Authority issued by the Seller to aircraft operators to implement a modification to the design of, or an inspection to, a delivered aircraft either to maintain or to improve the operation of said delivered aircraft.

Seller Service Life Policy – as referred to in Subclause 12.2.

Sharklets means a new large wingtip device, designed to enhance the eco-efficiency and payload range performance of the A330-900neo aircraft type, and which are fitted on the A330-900neo Aircraft and are part of the New Engine Option Changes.

Specification – means the A330-900neo Aircraft Specification or A350-900 Aircraft Specification as applicable.

Standard Specification – means either the A330-900neo Standard Specification or A350-900 Standard Specification as applicable.
Spare Parts means the items of equipment and material that may be provided pursuant to Exhibit H.

Specification Change Notice or SCN – as defined in Subclause 2.3.1.

SPSA Application – the application on AirbusWorld, which provides the Buyer with access to the Supplier Product Support Agreements and the Airbus Contracted Supplier Support Agreements.

Supplier – any supplier of Supplier Parts.

Supplier Part – as defined in Subclause 12.3.1.

Supplier Product Support Agreements – as defined in Subclause 17.1.2.
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Technical Acceptance Process – as defined in Subclause 8.1.3.

Technical Data – has the meaning set forth in Subclauses 14.1 as applicable to A330-900neo Aircraft and A350-900 Aircraft respectively.

Termination Event - as defined in Subclause 21.1.

Total Loss - as defined in Subclause 10.4.

Training Conference - as defined in Subclause. 16.1.3.

Type Certificate – as defined in Subclause 7.1.

Warranted Part – as defined in Subclause 12.1.1..

Warranty Claim – as defined in Subclause 12.1.5(v)..

The following rules of construction apply to the Agreement:

(i)    the definition of a singular shall apply to plurals of the same words;
(ii)    “include” and “including” are not limiting except when used in the computation of time periods;
(iii)    “hereby,” “herein,” “hereof,” “hereunder,” “the Agreement,” “this Agreement,” and any like words refer to the Agreement and not a particular Clause thereof; and
(iv)    a reference herein to a Clause, Subclause, Exhibit, Attachment or Appendix without further reference is to the relevant Clause, Subclause, Exhibit, Attachment or Appendix of the Agreement.
(v)    References in the Agreement to any statute shall be to such statute as amended or modified and in effect at the time any such reference is operative.
(vi)    Terms and conditions in the Agreement that are specific to (i) the A330-900neo Aircraft shall not be applicable to the A350-900 Aircraft and (ii) the A350-900 Aircraft shall not be applicable to the A330-900neo Aircraft. Unless otherwise specified, all other terms and conditions in the Agreement shall be applicable to both A330-900neo Aircraft and A350-900 Aircraft.
Technical and trade terms not otherwise defined herein shall have the meanings assigned to them as generally accepted in the aircraft manufacturing industry.
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1.    SALE AND PURCHASE

The Seller shall sell and deliver, and the Buyer shall buy and take delivery of twenty-five (25) firmly ordered A330-900neo Aircraft and twenty-five (25) firmly ordered A350-900 Aircraft, subject to the terms and conditions contained in the Agreement.
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2.    SPECIFICATIONS
2.1    A330-900neo Aircraft Specification
2.1.1    The A330-900neo Aircraft shall be manufactured in accordance with A330-900neo Standard Specification as set forth in Subclause 2.1.1.3 hereunder.
2.1.1.1    A330-900neo Aircraft Standard Specification
The A330-900neo Aircraft specification consists of the A330-300 Standard Specification, document number [***] and the New Engine Option Changes as set forth in Subclause 2.1.1.2.1 below.

2.1.1.2    New Engine Option

2.1.1.2.1    [***]
[***]

[***]
2.1.1.2.2    A330-900neo Aircraft Weights
The New Engine Option Changes shall modify the basic design weights of the A330-300 Standard Specifications, as set forth in paragraph(s) § 03-20.01.00 thereof, as follows:

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[***]
MTOW
(“Maximum Take-off Weight”)
[***]
MLW
(“Maximum Landing Weight”)
[***]
MZFW
(“Maximum Zero Fuel Weight”)
[***]

[***]

[***]

It is agreed and understood that all of the weights set forth in this Subclause 2.1.1.2.2 are current development targets and may be updated upon A330-900neo Standard Specification Freeze.


2.1.1.3    Upon its issuance, the A330-900neo Standard Specification shall automatically supersede the combination of the A330-300 Standard Specifications and the New Engine Option Changes.

2.1.2    A330-900neo Propulsion Systems
The A330-900neo Aircraft shall be equipped with two (2) Rolls-Royce Trent 7000 engines (the “A330-900neo Propulsion Systems”), [***]

[***]

The above-mentioned A330-900neo Propulsion Systems designation is based upon information received from the Propulsion Systems Manufacturer and remains subject to any modification that might be imposed by the Propulsion Systems Manufacturer on the Seller and/or the Buyer.    

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2.1.3    A330-900neo Aircraft Milestones
2.1.3.1    Customization Milestones Chart
[***], the Seller shall provide the Buyer with customization milestone charts (the “A330-900neo Customization Milestone Chart”), setting out how far in advance of the Scheduled Delivery Month or Quarter, as applicable, of the A330-900neo Aircraft an SCN must be executed in order to integrate into the Specification any items requested by the Buyer from the Seller’s catalogues of Specification change options (the “Option Catalogues”).
2.1.3.2    Contractual Definition Freeze
The A330-900neo Customization Milestone Chart shall include the date(s) by which the contractual definition of the Aircraft must be finalized and all SCNs need to have been executed by the Buyer (the “Contractual Definition Freeze” or “CDF”) in order to enable their incorporation into the manufacturing of the Aircraft and Delivery of the Aircraft in the Scheduled Delivery Month. Each such date shall be referred to as a “CDF Date.”


2.2    A350-900 Aircraft Specification
2.2.1    The A350-900 Aircraft shall be manufactured in accordance with the A350-900 Standard Specification, as may already have been modified or varied prior to the date of the Agreement by the Specification Change Notices listed in Exhibit A-4.
2.2.1.1    [***]
[***]


2.2.1.2    A350XWB Family Aircraft – Comprehensive Offer
In addition to the A350-900 Standard Specification and for the purpose of offering a comprehensive view of the available standard and optional A350XWB Family Aircraft features at the current stage of the development process, the Seller has also issued an A350XWB Family Aircraft Description Document. This document includes, in addition to the basic aircraft features and functionalities set forth in the A350-900 Standard Specification under sections marked “Customization”, the options foreseen at the date hereof. For the sake of clarity, it is agreed and understood that such options constitute the Seller’s customization offer. When such options call for the installation of equipment, such equipment shall be either SFE, ACS Equipment or BFE, as applicable at the time of customization of the A350-900 Aircraft.
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2.2.1.3    The appendix to the A350XWB Family ADD lists the equipment that shall be ACS Equipment. Such ACS Equipment shall be supplied by manufacturers qualified by the Seller as ACS Suppliers. Those contracted at the date hereof are listed in the A350XWB Family ADD. The Buyer shall select the ACS Equipment from the A350XWB Family ADD applicable at the time of the corresponding customization, by the dates specified in the Customization Milestone Chart. The Buyer shall confirm its selection by written notice to the Seller by the date set forth in the Customization Milestone Chart, which will be subsequently formalized through the SCN process described in Subclause 2.3.1.

The Seller shall purchase and take title to the ACS Equipment. The Seller shall place the purchase order for the ACS Equipment either:

(a)    at the price and associated price revision conditions jointly notified to the Seller by the Buyer and the ACS Supplier, or
(b)    at the catalogue price applicable to such ACS Equipment at the time of the order.
[***]

The format and recipient of the above notification shall be indicated to the Buyer during the customization process.
    
2.2.1.4    Without prejudice to Subclause 22.11 of the Agreement, in the event of any inconsistency between the terms of this Agreement and the terms contained in the A350-900 Standard Specification, the terms of this Agreement shall prevail over the terms of the A350-900 Standard Specification, to the extent of such inconsistency. For the purpose of this Subclause 2.2.1.4, the term Agreement shall not include the A350-900 Standard Specification.

2.2.2    A350-900 Aircraft Propulsion Systems
The A350-900 Airframe shall be equipped with a set of two (2) Trent-XWB84 engines (the “A350-900 Propulsion Systems”). The A350-900 Propulsion Systems designation is received from the Propulsions Systems Manufacturer and is subject to amendment by the Propulsion Systems Manufacturer at any time prior to the Delivery Date. If the Propulsion Systems Manufacturer makes any such amendment related to the designation, the amendment related to the designation shall be automatically incorporated into this Agreement and the Propulsion Systems designation shall be adjusted accordingly. The Seller agrees to notify the Buyer as soon as it receives notice of any such amendment from the Propulsion Systems Manufacturer.
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2.2.3    A350-900 Aircraft Milestones
2.2.3.1    Contractual Definition Freeze Date
The Customization Milestone Chart defined in Subclause 2.2.3.2 hereunder shall define the date(s) by which the contractual definition of the A350-900 Aircraft must be finalized and all SCNs need to have been executed by the Buyer (the “A350-900 Contractual Definition Freeze” or “CDF”) in order to enable their incorporation into the manufacturing of the Aircraft and Delivery of the Aircraft in the Scheduled Delivery Month.

2.2.3.2    Customization Milestone Chart
[***], the Seller shall provide the Buyer with a customization milestones chart (the “A350-900 Customization Milestone Chart”), setting out how far in advance of the Scheduled Delivery Month of the A350-900 Aircraft:

•    the Buyer needs to take certain decisions and actions; and

•    the Buyer needs to provide certain information and documentation; and

•    the Buyer needs to notify the Seller of the BFE Premium Class Seats, together with the selected In-Flight Entertainment equipment (the “BFE IFE”), and associated BFE Suppliers selected by the Buyer, if applicable; such notification to be made in advance of the Initial Technical Coordination Meeting (ITCM); and

•    the Buyer needs to notify the Seller of the ACS Seats, together with the selected In-Flight Entertainment equipment supplied by an ACS Supplier (the “ACS IFE”), and associated ACS Suppliers selected by the Buyer; such notification to be made in advance of the Cabin Definition Closure Meeting (CDCM); and

•    the CDCM for ACS Equipment and the ITCM for BFE Premium Class Seats, if applicable, shall be held at the A350XWB Customer Definition Centre in Hamburg, Germany, [***], and

•    SCNs must be executed in order to integrate into the A350-900 Aircraft Specification any items requested by the Buyer from the options set forth in the Seller’s A350XWB Family ADD applicable at the time of customization or any other items that the Buyer wishes to have installed in the A350-900 Aircraft as per Subclauses 2.2.4 and 18.


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2.2.4    A350-900 Aircraft Cabin Customization
2.2.4.1    Notwithstanding Subclause 2.1.3.2, it is the Seller’s aim to provide the Buyer with flexibility with regard to the definition of the specification of the A350-900 Aircraft cabin, while maintaining the Scheduled Delivery Month of the A350-900 Aircraft. The Buyer may hence proceed with the definition of the cabin exclusively through the selection of catalogue cabin solutions and options (“Catalogue Items”) developed by the Seller in the A350XWB Family ADD applicable at the time of customization, or may in addition thereto elect to opt for BFE Premium Class Seats, as defined in Subclause 2.2.4.2 hereunder.
2.2.4.2    Alternative BFE Premium Seats for First and Business Class
In addition to the Catalogue Items chosen in the A350XWB Family ADD as set forth in 2.2.4.1, the Buyer may submit to the Seller for consideration specific alternative BFE premium seats for first and business class (the “BFE Premium Class Seats”). Such BFE Premium Class Seats shall be subject to the provisions of Subclause 18.2, as well as the following prerequisites:

•they shall be manufactured exclusively by suppliers, who are qualified by the Seller as ACS Suppliers of seats; and
•they shall be compliant with the interfaces predefined by the Seller and communicated to the above ACS Suppliers; and

•any BFE IFE equipment to be incorporated into the BFE Premium Class Seats shall be exclusively BFE items developed by a qualified ACS Supplier.

If the Buyer does not, [***] prior to the ITCM, supply the Seller with the BFE Supplier Data necessary to successfully pass the first seat maturity gate of the BFE Premium Class Seats (the “BFE Supplier Data”) by the date set forth in the A350XWB Customization Milestone Chart, the Buyer shall be deemed to have chosen Catalogue Item application and any possibility of selecting BFE Premium Class Seats shall automatically lapse.

It is agreed and understood that it shall be the Buyer’s sole responsibility to ensure that all studies and engineering developments shall have been performed in due time, in anticipation of providing the corresponding BFE Engineering Definition for such BFE Premium Class Seats and associated BFE IFE equipment, including the associated Declaration of Design and Performance.



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2.3    Specification Amendment
The parties understand and agree that the A350-900 Aircraft Specification and the A330-900neo Aircraft Specification may be further amended following signature of this Agreement in accordance with the terms of this Subclause 2.3.

2.3.1    Specification Change Notice
The Specification may be amended by written agreement between the parties in a Specification Change Notice (SCN). Each SCN will be substantially in the form set out in Exhibit B-1 and will set out the SCN’s Aircraft embodiment rank and will also set forth, in detail, the particular change to be made to the Specification and the effect, if any, of such change on design, performance, weight, Delivery Date of the Aircraft affected thereby and on the text of the Specification. An SCN may result in an adjustment of the Base Price of the Aircraft, which adjustment, if any, will be specified in the SCN.

2.3.2    Development Changes
The Specification may also be amended to incorporate changes deemed necessary by the Seller to improve the Aircraft, prevent delay or ensure compliance with this Agreement (“Development Changes”), as set forth in this Clause 2.

2.3.2.1    Manufacturer Specification Changes Notices
2.3.2.1.1    The Specification may be amended by the Seller through a Manufacturer Specification Change Notice (“MSCN”), which will be substantially in the form set out in Exhibit B-2 hereto and will set out the MSCN’s Aircraft embodiment rank as well as, in detail, the particular change to be made to the Specification and the effect, if any, of such change on performance, weight, Base Price of the Aircraft, Delivery Date of the Aircraft affected thereby and interchangeability or replaceability requirements under the Specification.
2.3.2.1.2    Except when the MSCN is necessitated by an Aviation Authority directive or by equipment obsolescence, in which case the MSCN will be accomplished without requiring the Buyer’s consent, if the MSCN adversely affects the performance, weight, Base Price , Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under the Specification, the Seller will notify the Buyer of a reasonable period of time during which the Buyer must accept or reject such MSCN. If the Buyer does not notify the Seller of the rejection of the MSCN within such period, the MSCN will be deemed accepted by the Buyer and the corresponding modification will be accomplished.
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2.3.2.2    In the event of the Seller revising the Specification to incorporate Development Changes which have no adverse effect on any of the elements set forth in Subclause 2.3.2.1 above, such revision will be performed by the Seller without the Buyer’s consent.
In such cases, the Buyer will have access to the details of such changes through the relevant application in AirbusWorld.


3.    PRICE
3.1    A330-900neo Aircraft Price
3.1.1    The base price of the A330-900neo Aircraft (the “A330-900neo Aircraft Base Price”) is the sum of:
(i)    The base price of the A330-900neo Aircraft corresponding to the A330-900neo Standard Specification, including the A330-900neo Propulsion Systems, New Engine Option Changes and the design weights as set out in Subclause 2.1.1.2.2 (excluding Buyer Furnished Equipment), which is:
[***],

and

(ii)    The base price of the preliminary Specification Change Notices, as listed in Exhibit A-3, which for budgetary purposes can be estimated at:
[***]

3.1.2    The A330-900neo Aircraft Base Price has been established in accordance with the economic conditions prevailing in the Base Period.
3.1.3    [***]
3.1.4    A330-900neo Final Contract Price
The Final Contract Price of an A330-900neo Aircraft (the “A330-900neo Aircraft Final Contract Price”) shall be the sum of:

(i)    the A330-900neo Aircraft Base Price as adjusted to the Delivery Date of such Aircraft in accordance with Subclause 4.1; plus
(ii)    the aggregate of all increases or decreases to the A330-900neo Aircraft Base Price as agreed in any Specification Change Notice entered into pursuant to Subclause
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2.3 after the date of execution of this Agreement and as adjusted to the Delivery Date in accordance with Subclause 4.1; plus
(iii)    any other amount resulting from any other provisions of the Agreement and/or any other written agreement between the Buyer and the Seller with respect to the A330-900neo Aircraft.

3.2    A350-900 Aircraft Price
3.2.1    The A350-900 Aircraft Base Price is the sum of:
(i)    the base price of the A350-900 Aircraft as defined in the A350-900 Standard Specification (excluding BFE and ACS Equipment) (the “A350-900 Aircraft Base Price”), which is :
[***]

(ii)    the sum of the base prices of any and all SCNs set forth in Exhibit A-4, which is :
[***]
3.2.2    The A350-900 Aircraft Base Price has been established in accordance with the economic conditions prevailing in the Base Period.
3.2.3    Airbus Contracted Supplier (“ACS”) Equipment Price
The conditions of purchasing of ACS Equipment for the A350-900 Aircraft shall be the subject of a separate agreement between the ACS Suppliers and the Buyer. The Buyer and each ACS Supplier shall jointly communicate to the Seller the price and the associated price revision conditions at which the Seller is to place the purchase order for each ACS Equipment.

Notwithstanding the foregoing, it is understood that ACS Equipment for the A350-900 Aircraft shall be purchased by the Seller, in accordance with the agreed terms as set forth in Subclause 2.2.1.3, and invoiced to the Buyer in accordance with Subclause 3.2.4(iii).

The following reference amounts (the “ACS Reference Price”) may be used as a budgetary guide for the ACS Equipment for the Buyer’s Aircraft:

[***]

at economic conditions prevailing in the Base Period.


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3.2.4    A350-900 Final Contract Price
The Final Price of the A350-900 Aircraft (the “A350-900 Aircraft Final Contract Price”) shall be the sum of:

(i)    the A350-900 Aircraft Base Price as adjusted to the Delivery Date of such A350-900 Aircraft in accordance with Subclause 4.1; and
(ii)    the aggregate of all increases or decreases to the A350-900 Aircraft Base Price as agreed in any Specification Change Notice entered into pursuant to Subclause 2.3 after the date of execution of this Agreement as adjusted to the Delivery Date of such A350-900 Aircraft in accordance with Subclause 4.1; and
(iii)    the price of any and all ACS Equipment selected by the Buyer in the applicable Seller’s A350-900 Family Aircraft Description Document and purchased by the Seller, either at the catalogue price applicable at the time of the order (including any catalogue price revision applicable at the time of the purchase order) or at the price and associated price revision conditions jointly communicated to the Seller by the Buyer and the respective ACS Suppliers as per Subclause 2.2.1.3; and
(iv)    any other amount resulting from any other provisions of the Agreement and/or any other written agreement between the Buyer and the Seller relating to the A350-900 Aircraft.

3.3    Taxes
3.3.1    The amounts stated in this Agreement to be payable by the Buyer are exclusive of value added tax (“VAT”) chargeable under the laws of any jurisdiction and accordingly the Buyer shall pay any VAT chargeable with respect to any Aircraft, component, accessory, equipment, part or service delivered or furnished under this Agreement
3.3.2    The Seller will pay all other Taxes (except for Taxes based on or measured by the income of the Buyer or any Taxes levied against the Buyer for the privilege of doing business in any jurisdiction), levied, assessed, charged or collected, on or prior to Delivery of any Aircraft, for or in connection with the manufacture, assembly, sale and delivery under this Agreement of such Aircraft or any parts, instructions or data installed thereon or incorporated therein (except Buyer Furnished Equipment referred to in Clause 18).
3.3.3    The Buyer will pay all Taxes not assumed by the Seller under Subclause 3.3.2, except for Taxes based on or measured by the income of the Seller or any Taxes levied against the Seller for the privilege of doing business in any jurisdiction.
“Taxes” means any present or future tax, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority or any political subdivision or taxing authority thereof or therein.
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4.    PRICE REVISION
4.1    Airbus Price Revision Formula
The A330-900neo Aircraft Base Price and the A350-900 Aircraft Base Price as defined in Subclauses 3.1.1 and 3.2.1 respectively shall be revised to the actual Delivery Date of such A330-900neo Aircraft and A350-900 Aircraft, as applicable, in accordance with the Airbus Price Revision Formula set forth in Exhibit C.
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5.    PAYMENT TERMS
5.1    The Buyer shall pay all sums due hereunder in immediately available funds in United States dollars by credit to:
Beneficiary Name: AIRBUS
Account Identification: [***]
with:
[***]

5.2    Predelivery Payments
5.2.1    Predelivery Payments are non-refundable (although amounts equal to Predelivery Payments may be paid to the Buyer pursuant to Subclause 11.3) and shall be paid by the Buyer to the Seller for the Aircraft.
5.2.2    The Predelivery Payment Reference Price for an Aircraft to be delivered in calendar year T is determined in accordance with the following formula:
[***]

5.2.3    Predelivery Payments shall be paid according to the following schedule.

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Payment Date

Percentage of Predelivery Payment
Reference Price
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
______________________________________________________    
TOTAL PAYMENT PRIOR TO DELIVERY [***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of the Agreement.

5.2.4    The Seller shall be entitled to hold and use any Predelivery Payment as absolute owner thereof, subject only to the obligation to deduct an amount equal to Predelivery Payments from the Final Contract Price of the Aircraft, when calculating the balance of the Final Contract Price of such Aircraft. The Seller shall be under no obligation to segregate any Predelivery Payment, or any amount equal thereto, from the Seller’s funds generally.

5.3    Payment of Final Contract Price
Concurrently with the Delivery of each Aircraft, the Buyer shall pay to the Seller the Final Contract Price therefor, less the total amount of the Predelivery Payments theretofore received by the Seller for such Aircraft under Subclause 5.2 above (the “Balance of the Final Contract Price”). The Seller’s receipt of the full amount of such payments, including any amounts due under Subclause 5.5, shall be a condition precedent to the Seller’s obligation to deliver such Aircraft.

5.4    Payment of Other Amounts
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5.4.1    Application of Payments
[***]






5.4.2    Setoff Payments
[***]






5.5    Overdue Payments
If any payment due to the Seller is not received by the Seller on the date or dates due, the Seller will have the right to claim from the Buyer, and the Buyer will promptly pay to the Seller on receipt of such claim, interest at the rate of [***] per month on the amount of such overdue payment, [***]. The Seller's right to receive such interest will be in addition to any other rights of the Seller hereunder or at law.

5.6    Refund of Predelivery Payments
The Buyer shall have no right to any refund of any deposit or Predelivery Payment received by the Seller, [***].

5.7    Proprietary Interest
The Buyer shall not, by virtue of anything contained in the Agreement (including, without limitation, any Predelivery Payments hereunder, or any designation or identification by the Seller of a particular aircraft as an Aircraft to which any of the provisions of the Agreement refer), and notwithstanding any provision of law to the contrary, acquire any proprietary, insurable or other interest whatsoever in any Aircraft prior to Delivery of and payment in full for such Aircraft as provided in the Agreement.

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5.8    Tender of Delivery
In addition to any other rights and remedies available to the Seller, the Seller shall not be obligated to tender delivery of any Aircraft to the Buyer and shall have no further liability to the Buyer with respect thereto, if the Buyer fails to make any Predelivery Payment within [***] after written notice from the Seller or if the Seller has terminated the Agreement pursuant to Clause 21.

5.9    Payment in Full
Except as expressly provided herein (including, but not limited to Subclause 5.3), the Buyer’s obligation to make payments to the Seller hereunder shall not be affected by and shall be determined without regard to any set off, counterclaim, recoupment, defense or other right that the Buyer may have against the Seller and all such payments shall be made without deduction or withholding of any kind.

5.10    [***]

5.10.1    [***]

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5.10.2    [***]
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6.    PLANT REPRESENTATIVES - INSPECTION
6.1    Manufacture Procedures
The Airframe shall be manufactured in accordance with the requirements of the laws of the jurisdiction of incorporation of the Seller or of its relevant Affiliates and of the jurisdiction of the Delivery Location as enforced by the Aviation Authority of such jurisdiction.

6.2    Inspection Procedures
6.2.1    All work to be carried out on the Aircraft and all materials and parts thereof shall at all reasonable times during business hours be open to inspection by duly authorized representatives of the Buyer or its designee at the works of the Seller and, if possible, at the works of their respective subcontractors, and such representatives (subject to the indemnities set forth in Clause 20 herein) shall, to carry out the aforesaid inspection, have access to such relevant technical data as is reasonably necessary for this purpose (except that, if access to any part of the respective works where construction is in progress or materials or parts are stored is restricted for security reasons, the Seller shall be allowed a reasonable time to make the items available for inspection elsewhere).
The procedures for such inspections shall be agreed upon between the Seller’s and the Buyer’s representatives prior to any inspection, provided, however, any inspection shall be conducted pursuant to the Seller’s system of inspection as developed under the supervision of the relevant Aviation Authority.

6.2.2    For the purposes of Subclause 6.2.1 above and commencing with the date of the Agreement until the Delivery of the last Aircraft, [***].
6.2.3    All inspections, examinations and discussions with the Seller or its subcontractors’ engineering or other personnel by the Buyer and its said representatives shall be performed in such manner as not to unreasonably delay or hinder the work to be carried out on the Aircraft or the proper performance of the Agreement.






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7.    CERTIFICATION
Except as set forth in this Clause 7, the Seller shall not be required to obtain any certificate or approval with respect to the Aircraft.

7.1    Type Certification
The Aircraft have been type certificated under EASA procedures for joint certification in the transport category. The Seller shall obtain or cause to be obtained an FAA type certificate (the “Type Certificate”) to allow the issuance of the Export Certificate of Airworthiness.

7.2    Export Certificate of Airworthiness
Subject to the provisions of Subclause 7.3, the Aircraft shall be delivered to the Buyer with an Export Certificate of Airworthiness issued by the Aviation Authority of the Delivery Location and in a condition enabling the Buyer to obtain at the time of Delivery a Standard Airworthiness Certificate issued pursuant to Part 21 of the U.S. Federal Aviation Regulations and a Certificate of Sanitary Construction issued by the U.S. Public Health Service of the Food and Drug Administration. However, the Seller shall have no obligation to make and shall not be responsible for any costs of alterations or modifications to such Aircraft to enable such Aircraft to meet FAA or U.S. Department of Transportation requirements for operation specific to the Buyer’s routes, whether before, at or after Delivery of any Aircraft.

If the FAA requires additional or modified data before the issuance of the Export Certificate of Airworthiness, the Seller shall provide such data or implement the required modification to the data, in either case, at the Seller’s cost.

7.3    Specification Changes before Aircraft Ready for Delivery
7.3.1    If, any time before the date on which the Aircraft is Ready for Delivery, any law, rule or regulation is enacted, promulgated, becomes effective and/or an interpretation of any law, rule or regulation is issued by the EASA that requires any change to the Specification for the purposes of obtaining the Export Certificate of Airworthiness (a “Change in Law”), the Seller shall make the required modification and the parties hereto shall sign an SCN or MSCN.
7.3.2    The Seller shall as far as practicable, but at its sole discretion and without prejudice to Subclause 7.3.3, take into account the information available to it concerning any proposed law, rule or regulation or interpretation that could become a Change in Law, in order to minimize the costs of changes to the Specification as a result of such proposed
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law, regulation or interpretation becoming effective before the applicable Aircraft is Ready for Delivery.
7.3.3    The cost of implementing the required modifications referred to in Subclause 7.3.1 will be:
(i)    [***], and
(ii)    [***].
7.3.4    Notwithstanding the provisions of Subclause 7.3.3, if a Change in Law relates to an item of BFE or to the Propulsion System the costs related thereto shall be borne in accordance with such arrangements as may be made separately between the Buyer and the manufacturer of the BFE or the Propulsion System, as applicable, and the Seller shall have no obligation with respect thereto.

7.4    Specification Changes after Aircraft Ready For Delivery
Nothing in Subclause 7.3 shall require the Seller to make any changes or modifications to, or to make any payments or take any other action with respect to, any Aircraft that is Ready for Delivery before the compliance date of any law or regulation referred to in Subclause 7.3. Any such changes or modifications made to an Aircraft after it is Ready for Delivery shall be at the Buyer’s expense.



















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8.    THE BUYER’S ACCEPTANCE
8.1    Acceptance Procedures
8.1.1    The Seller or any Affiliate thereof acting as the Seller’s designee shall give to the Buyer not less than [***] of the proposed time when Technical Acceptance Process of an Aircraft shall be conducted, and, in the event that the Buyer elects to attend such Technical Acceptance Process (as defined below), the Buyer shall comply with the reasonable requirements of the Seller with the intention of completing the Technical Acceptance Process within [***] after commencement. The Technical Acceptance Process shall take place at the Delivery Location, and shall be carried out by the personnel of the Seller (accompanied, if the Buyer so wishes, by representatives of the Buyer [***] shall have access to the cockpit at any one time). During flight tests, these representatives shall comply with the instructions of the Seller’s representatives. The Seller shall not normally be required in the course of such Technical Acceptance Process to fly any of the Aircraft for more [***].
8.1.2    [INTENTIONALLY LEFT BLANK]
8.1.3    Prior to Delivery, the Aircraft shall undergo a technical acceptance process developed by the Seller (the "Technical Acceptance Process"). Completion of the Technical Acceptance Process shall demonstrate the satisfactory functioning of Aircraft and be considered to demonstrate compliance with the Specification. Should it be established that the Aircraft does not comply with the Technical Acceptance Process requirements, the Seller shall without hindrance from the Buyer be entitled to carry out any necessary changes and, as soon as practicable thereafter, resubmit the Aircraft to such further Technical Acceptance Process as is necessary to demonstrate the elimination of the non-compliance. [***].
8.1.4    In the event that the Buyer, after having received proper notice in accordance with Subclause 8.1.1, does not attend the Technical Acceptance Process scheduled for an Aircraft or fails to so cooperate, the Seller may complete any of them in the absence of the Buyer, whereupon the Buyer shall be deemed to have accepted the Technical Acceptance Process, if such Technical Acceptance Process demonstrates the satisfactory functioning of the Aircraft as aforesaid, and the Seller shall furnish such data with respect to such Technical Acceptance Process as the Buyer may reasonably request.
8.1.5    If the Technical Acceptance Process for an Aircraft is not successfully completed or there is a defect, the Seller,[***], shall give notice to the Buyer specifying such unsuccessful completion or defect. Thereafter the Seller shall, without hindrance from the Buyer, carry out any necessary changes and, as soon as practicable thereafter, resubmit the Aircraft for a new Technical Acceptance Process to demonstrate the elimination of the defect, such Technical Acceptance Process to be held and carried out in accordance with
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Subclause 8.1, provided, however, that rather than accept a delay in Delivery of any such Aircraft, the Buyer and the Seller may agree to deliver such Aircraft with subsequent correction of the defect by the Buyer at the Seller’s expense in accordance with the provisions of Clause 12 herein.
8.2    Aircraft Utilization
The Seller will, without payment or other liability, be entitled to use the Aircraft before Delivery as may be necessary to obtain the certificates required under Clause 7. Such use will not limit the Buyer's obligation to accept Delivery hereunder.    

[***]

8.3    Certificate of Acceptance
Following satisfactory completion of the Technical Acceptance Process and in accordance with the provisions of Subclause 9.2.1, the Buyer shall deliver to the Seller a signed Certificate of Acceptance in the form attached as Exhibit D in respect of the relevant Aircraft.

8.4    Finality of Acceptance
The Buyer’s signature of the Certificate of Acceptance for the Aircraft shall constitute waiver by the Buyer of any right it may have under the Uniform Commercial Code as adopted by the State of New York or otherwise to revoke such acceptance for any reason, whether known or unknown to the Buyer at the time of acceptance.




















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9.    DELIVERY
9.1    Delivery Schedule
9.1.1    Subject to the provisions of the Agreement, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location, and the Buyer shall accept the same, during the quarters set forth in the table below (each a “Scheduled Delivery Quarter”)
RankAircraft typeScheduled Delivery PeriodRankAircraft typeScheduled Delivery Period
1A350-900
2Q 2017
26
[***]
[***]
2
[***]
[***]
27
[***]
[***]
3
[***]
[***]
28
[***]
[***]
4
[***]
[***]
29
[***]
[***]
5
[***]
[***]
30
[***]
[***]
6
[***]
[***]
31
[***]
[***]
7
[***]
[***]
32
[***]
[***]
8
[***]
[***]
33
[***]
[***]
9
[***]
[***]
34
[***]
[***]
10
[***]
[***]
35
[***]
[***]
11
[***]
[***]
36
[***]
[***]
12
[***]
[***]
37
[***]
[***]
13
[***]
[***]
38
[***]
[***]
14
[***]
[***]
39
[***]
[***]
15
[***]
[***]
40
[***]
[***]
16
[***]
[***]
41
[***]
[***]
17
[***]
[***]
42
[***]
[***]
18A330-900neo
[***] 2019
43
[***]
[***]
19
[***]
[***]
44
[***]
[***]
20
[***]
[***]
45
[***]
[***]
21
[***]
[***]
46
[***]
[***]
22
[***]
[***]
47
[***]
[***]
23
[***]
[***]
48
[***]
[***]
24
[***]
[***]
49
[***]
[***]
25
[***]
[***]
50
[***]
[***]

9.1.2    Not later than [***] prior to the start of the relevant Scheduled Delivery Quarter, the Seller shall give the Buyer notice of the anticipated month within the Scheduled Delivery Quarter during which each Aircraft shall be Ready for Delivery (the “Scheduled
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Delivery Month”) provided that no more than [***] shall be scheduled for Delivery pursuant to this Subclause 9.1.2 in any calendar month.
Until such notice, for the purpose of this Agreement, the middle month of the Scheduled Delivery Quarter shall be deemed to be the Scheduled Delivery Month.

9.1.3    Not later than [***] to the date scheduled for the Technical Acceptance Process set forth in Subclause 8.1.1 for a particular Aircraft, the Seller shall give the Buyer notice of whether it anticipates each Aircraft shall be Ready for Delivery in the first half or second half of the Scheduled Delivery Month.
9.1.4    Not later than [***] to the date scheduled for the Technical Acceptance Process set forth in Subclause 8.1.1 for a particular Aircraft, the Seller shall give the Buyer notice of the anticipated date on which each Aircraft shall be Ready for Delivery.

9.2    Title
9.2.1    The Buyer shall, within [***] after the date on which the Aircraft is Ready for Delivery, sign the Certificate of Acceptance, pay the Balance of the Final Contract Price and send its representatives to the Delivery Location to take Delivery of, and collect, the Aircraft.
9.2.2    The Seller shall deliver and transfer title to the Aircraft free and clear of all encumbrances to the Buyer provided that the Balance of the Final Contract Price has been paid by the Buyer pursuant to Subclause 5.3 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Subclause 8.3. The Seller shall provide the Buyer with a bill of sale as attached hereto in Exhibit E (the “Bill of Sale”) and/or other documents confirming transfer of title and receipt of the Balance of Final Price as may reasonably be requested by the Buyer.

9.2.3    9.2.3.1    Should the Buyer fail, within the period specified in Subclause 9.2.1, to:
(i)    deliver the signed Certificate of Acceptance to the Seller; or

(ii)    pay the Balance of the Final Contract Price for the Aircraft to the Seller and take Delivery of the Aircraft;

then (a) the Buyer shall be deemed to have rejected delivery of the Aircraft without warrant when duly tendered to it hereunder and (b) without prejudice to Subclause 5.5 and the Seller’s other rights under this Agreement or at law, the Buyer shall on demand reimburse the Seller for all reasonable costs and expenses (including, without limitation, costs and expenses attributable to storage, preservation and protection, insurance and
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taxes) actually sustained by the Seller and resulting from any such delay or failure.  Such reimbursement shall be in addition to any other rights that the Seller may have as a result of any such delay or failure.
[***]


9.3    Flyaway
9.3.1    The Buyer and the Seller will cooperate to obtain any licenses that may be required by the Aviation Authority of the Delivery Location for the purpose of exporting the Aircraft.
9.3.2    All expenses of, or connected with, flying the Aircraft from the Delivery Location after Delivery will be borne by the Buyer. The Buyer will make direct arrangements with the supplying companies for the fuel and oil required for all post-Delivery flights.
































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10.    EXCUSABLE DELAY AND TOTAL LOSS
10.1    Scope of Excusable Delay
Neither the Seller nor any Affiliate of the Seller, will be responsible for or be deemed to be in default on account of delays in delivery of the Aircraft or failure to deliver or otherwise in the performance of this Agreement or any part hereof due to causes beyond the Seller's, or any Affiliate’s control or not occasioned by the Seller's, fault or negligence ("Excusable Delay"), including, but not limited to: (i) acts of God or the public enemy, natural disasters, fires, floods, storms beyond ordinary strength, explosions or earthquakes; epidemics or quarantine restrictions; serious accidents; any law, decision, regulation, directive or other act (whether or not having the force of law) of any government or of the Council of the European Community or the Commission of the European Community or of any national, Federal, State, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign; governmental priorities, regulations or orders affecting allocation of materials, facilities or a completed Aircraft; war, civil war or warlike operations, terrorism, insurrection or riots; failure of transportation; strikes or labor troubles causing cessation, slow down or interruption of work; [***]; inability after due and timely diligence to procure materials, accessories, equipment or parts; general hindrance in transportation; or failure of a subcontractor or supplier to furnish materials, components, accessories, equipment or parts; (ii) any delay caused directly or indirectly by the action or inaction of the Buyer; and (iii) delay in delivery or otherwise in the performance of this Agreement by the Seller due in whole or in part to any delay in or failure of the delivery of, or any other event or circumstance relating to, [***].

10.2    Consequences of Excusable Delay
10.2.1    If an Excusable Delay occurs:
(i)    the Seller will notify the Buyer of such Excusable Delay as soon as practicable after becoming aware of the same;
(ii)    the Seller will not be responsible for any damages arising from or in connection with such Excusable Delay suffered or incurred by the Buyer;
(iii)    the Seller will not be deemed to be in default in the performance of its obligations hereunder as a result of such Excusable Delay;
(iv)    the Seller will as soon as practicable after the removal of the cause of such delay resume performance of its obligations under this Agreement and in particular will notify the Buyer of the revised Scheduled Delivery Month.

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10.3    Termination on Excusable Delay

10.3.1    If any Delivery is delayed as a result of an Excusable Delay for a period of more than [***] after the last day of the Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft, by giving written notice to the other party within [***] after the expiration of such [***] period. However, the Buyer will not be entitled to terminate this Agreement pursuant to this Subclause 10.3.1 if the Excusable Delay is caused directly or indirectly by the action or inaction of the Buyer.
10.3.2    If the Seller advises the Buyer in its notice of a revised Scheduled Delivery Month pursuant to Subclause 10.2.1(iv) that there will be a delay in Delivery of an Aircraft of more than [***] after the last day of the Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft. Termination will be made by giving written notice to the other party within [***] after the Buyer's receipt of the notice of a revised Scheduled Delivery Month.
10.3.3    If this Agreement is not terminated under the terms of Subclause 10.3.1 or 10.3.2, then the Seller will be entitled to reschedule Delivery. The Seller will notify the Buyer of the new Scheduled Delivery Month after [***] referred to in Subclause 10.3.1 or 10.3.2, and this new Scheduled Delivery Month will be deemed to be an amendment to the applicable Scheduled Delivery Month in Subclause 9.1.
10.4    Total Loss, Destruction or Damage
If, prior to Delivery, any Aircraft is lost, destroyed or in the reasonable opinion of the Seller is damaged beyond economic repair (“Total Loss”), the Seller will notify the Buyer to this effect within [***] of such occurrence. The Seller will include in said notification (or as soon after the issue of the notice as such information becomes available to the Seller) the earliest date consistent with the Seller's other commitments and production capabilities that an aircraft to replace the Aircraft may be delivered to the Buyer and the Scheduled Delivery Month will be extended as specified in the Seller's notice to accommodate the delivery of the replacement aircraft; provided, however, that if the Scheduled Delivery Month is extended to a month that is later than [***] after the last day of the original Scheduled Delivery Month then this Agreement will terminate with respect to said Aircraft unless:

(i)    the Buyer notifies the Seller within [***] of the date of receipt of the Seller's notice that it desires the Seller to provide a replacement aircraft during the month quoted in the Seller’s notice; and
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(ii)    the parties execute an amendment to this Agreement recording the change in the Scheduled Delivery Month.
Nothing herein will require the Seller to manufacture and deliver a replacement aircraft if such manufacture would require the reactivation of its production line for the model or series of aircraft that includes the Aircraft.

10.5    Termination Rights Exclusive
If this Agreement is terminated as provided for under the terms of Subclauses 10.3 or 10.4, such termination will discharge all obligations and liabilities of the parties hereunder with respect to such affected Aircraft and undelivered material, services, data or other items applicable thereto and to be furnished under the Agreement.

10.6    Remedies
THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 11, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.

















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11.    INEXCUSABLE DELAY
11.1    Liquidated Damages
11.1.1    A330-900neo Aircraft
11.1.1.1    Should an A330-900neo Aircraft not be Ready for Delivery within [***] after the last day of the Scheduled Delivery Month of such A330-900neo Aircraft and such delay is not a result of an Excusable Delay or Total Loss, then such delay shall be termed an “Inexcusable Delay”. In the event of an Inexcusable Delay, then the Buyer shall have the right to claim, and the Seller shall pay by way of liquidated damages to the Buyer for each day of delay in the Delivery commencing on the date falling [***] after the last day of the Scheduled Delivery Month:
[***]

The Buyer's right to be paid damages in respect of the A330-900neo Aircraft is conditional upon the Buyer submitting a claim in respect of such liquidated damages in writing to the Seller not later than [***] after the last day of the Scheduled Delivery Period.

11.1.2    A350-900 Aircraft
11.1.2.1    Should an A350-900 Aircraft not be Ready for Delivery within [***] after the last day of the Scheduled Delivery Month of such A350-900 Aircraft due to an Inexcusable Delay, then the Buyer shall have the right to claim, and the Seller shall pay by way of liquidated damages to the Buyer for each day of delay in the Delivery commencing on the date falling [***] after the last day of the Scheduled Delivery Month:


[***]
11.1.3    The Buyer's right to be paid damages in respect of the A350-900 Aircraft is conditional upon the Buyer submitting a claim in respect of such liquidated damages in writing to the Seller not later than [***] after the last day of the Scheduled Delivery Period of the affected A350-900 Aircraft.

11.2    Renegotiation
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If, as a result of an Inexcusable Delay, the Delivery of an Aircraft does not occur within [***] after the last day of the Scheduled Delivery Period, the Buyer will have the right, exercisable by written notice to the Seller given between [***] and [***] after lapse of such [***] period to require from the Seller a renegotiation of the Scheduled Delivery Month for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation, the said renegotiation will not prejudice the Buyer's right to receive liquidated damages in accordance with Subclauses 11.1.1 and 11.1.2.

11.3    Termination
If, as a result of an Inexcusable Delay, the Delivery of an Aircraft does not occur within [***] after the last day of the Scheduled Delivery Period and the parties have not renegotiated the Delivery Date pursuant to Subclause 11.2, then both parties will have the right exercisable by written notice to the other party, given between [***] after the lapse of such [***] period, to terminate this Agreement in respect of the affected Aircraft. In the event of termination, neither party will have any claim against the other, [***].

11.4    Remedies
THIS CLAUSE 11 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 10, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.














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12.    WARRANTIES AND SERVICE LIFE POLICY
12.1    Standard Warranty
12.1.1    Nature of Warranty
Subject to the limitations and conditions as hereinafter provided, and except as provided in Subclause 12.1.2, the Seller warrants to the Buyer that each Aircraft and each Warranted Part shall at the time of delivery to the Buyer:

(i)    be free from defects in material,
(ii)    be free from defects in workmanship, including, without limitation, processes of manufacture,
(iii)    be free from defects in design (including, without limitation, selection of materials) having regard to the state of the art at the date of such design, and
(iv)    be free from defects arising from failure to conform to the Specification, except as to those portions of the Specification where it is expressly stated that such portions of the Specification are estimates or approximations or design aims.
For the purposes of the Agreement, the term “Warranted Part” shall mean any Seller proprietary component, equipment, accessory or part that is installed on an Aircraft at the time of delivery of such Aircraft and that (a) is manufactured to the detail design of the Seller or a subcontractor of it and (b) bears a part number of the Seller at the time of such delivery.

12.1.2    Exceptions
The warranties set forth in Subclause 12.1.1 shall not apply to Buyer Furnished Equipment, nor to the engines and its associated parts, nor to any component, accessory, equipment or part purchased by the Buyer that is not a Warranted Part, provided, however, that:

(i)    any defect in the Seller’s workmanship in respect of the installation of such items in the Aircraft, including any failure by the Seller to conform to the installation instructions of the manufacturers of such items that invalidates any applicable warranty from such manufacturers, shall constitute a defect in workmanship for the purpose of this Subclause 12.1 and be covered by the warranty set forth in Subclause 12.1.1(ii), and
(ii)    any defect inherent in the Seller’s design of the installation, in view of the state of the art at the date of such design, that impairs the use of such items shall
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constitute a defect in design for the purposes of this Subclause 12.1 and be covered by the warranty set forth in Subclause 12.1.1(iii).

12.1.3    Warranty Period
The warranties described in Subclauses 12.1.1 and 12.1.2 hereinabove shall be limited to those defects that become apparent within [***] after delivery of the affected A330-900neo Aircraft or [***] after delivery of the affected A350-900 Aircraft.

12.1.4    Buyer’s Remedy and Seller’s Obligation
12.1.4.1 The Buyer’s remedy and the Seller’s obligation and liability under Subclauses 12.1.1 and 12.1.2 hereinabove are limited to, at the Seller’s expense and option, the repair, replacement or correction of, or the supply of modification kits rectifying the defect to, any defective Warranted Part. Alternatively, the Seller may at its sole option furnish a credit to the Buyer for the future purchase of Material equal to the price at which the Buyer is then entitled to acquire a replacement for the defective Warranted Part. Nothing herein contained shall obligate the Seller to correct any failure to conform to the Specification with respect to components, equipment, accessories or parts that the parties agree in writing at the time of delivery of the affected Aircraft are acceptable deviations or have no material adverse effect on the use, operation or performance of an Aircraft.
12.1.4.2 In the event a defect covered by Subclause 12.1.1(iii) becomes apparent within the applicable period set forth in Subclause 12.1.3, and the Seller is obligated to correct such defect, the Seller shall also, if so requested by the Buyer in writing and following consultation between Buyer and Seller, make such correction in any Aircraft that has not already been delivered to the Buyer. However, the Seller shall not be responsible nor deemed to be in default on account of any delay in delivery of any Aircraft or otherwise, in respect of performance of the Agreement, due to the Seller’s undertaking to make such correction and, rather than accept a delay in delivery of any such Aircraft, the Buyer and the Seller may agree to deliver such Aircraft with subsequent correction of the defect by the Buyer at the Seller’s expense, or the Buyer may elect to accept delivery and thereafter file a Warranty Claim as though the defect had become apparent immediately after delivery of such Aircraft.

12.1.5    Warranty Claim Requirements
The Buyer’s remedy and the Seller’s obligation and liability under this Subclause 12.1, with respect to each claimed defect, are subject to the following conditions precedent:

(i)    the existence of a defect covered by the provisions of this Subclause 12.1,
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(ii)    the defects having become apparent within the applicable warranty period, as set forth in Subclause 12.1.3.,
(iii)    the Buyer’s having submitted to the Seller proof reasonably satisfactory to the Seller that the claimed defect is due to a matter embraced within this Subclause 12.1, and that such defect did not result from any act or omission of the Buyer, including, but not limited to, any failure to operate and maintain the affected Aircraft or part thereof in accordance with the standards or any matter set forth or covered in Subclause 12.1.10.
(iv)    the Buyer’s having returned as soon as reasonably practicable the Warranted Part claimed to be defective to such repair facilities as may be designated by the Seller, except where the Buyer elects to repair a defective Warranted Part in accordance with the provisions of Subclause 12.1.7, and
(v)    the Seller’s having received a Warranty Claim fulfilling the conditions of and in accordance with the provisions of Subclause 12.1.6 below.

12.1.6    Warranty Administration
The warranties set forth in Subclause 12.1 shall be administered as hereinafter provided:
(i)    Claim Determination
Warranty Claim determination by the Seller shall be reasonably based upon the claim details, reports from the Seller’s regional representative, historical data logs, inspections, tests, findings during repair, defect analysis and other suitable documents and information.

(ii)    Transportation and Insurance Costs
Transportation and insurance costs (including all applicable duties) for sending a defective Warranted Part to the facilities designated by the Seller [***].

(iii)    Return of an Aircraft
In the event that the Buyer desires to return an Aircraft to the Seller for consideration of a Warranty Claim, [***].

(iv)    On-Aircraft Work by the Seller
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In the event that a defect necessitates the dispatch by the Seller of a working team to repair or correct such defect at the Buyer’s facilities, or in the event that the Seller accepts the return of an Aircraft to perform or have performed such repair or correction, [***].

Any work performed by the Seller to rectify defects, which if performed by the Buyer would not be eligible for a warranty credit under the terms of Subclause 12.1.7(v) , shall be at the Buyer’s expense. [***].

The Seller shall perform on-Aircraft work, subject to either of the following conditions being met:
(a)    [***], such work must require the technical expertise of the Seller, or
(b)    both of
(i)    [***]
(ii)    [***]
If the Seller is requested to perform the work, the Seller and the Buyer shall agree on a schedule and place for the work to be performed.
    
(v)    Warranty Claim Substantiation
In connection with each claim by the Buyer under this Subclause 12.1, the Buyer shall file a claim on the Buyer’s form (“Warranty Claim”) within [***] after such defect becomes apparent. Such form must contain at least the following (to the extent such data is available):

(a)    description of defect and action taken, if any,
(b)    date of incident and/or of removal,
(c)    description of the defective part,
(d)    part number,
(e)    serial number (if applicable),
(f)    position on Aircraft,
(g)    total flying hours or calendar times, as applicable, at the date of appearance of a defect,
(h)    time since last shop visit at the date of defect appearance,
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(i)    Manufacturer’s serial number of the Aircraft and/or its registration number,
(j)    Aircraft total flying hours and/or number of landings at the date of defect appearance,
(k)    Warranty Claim number,
(l)    date of Warranty Claim, and
(m)    date of delivery of an Aircraft or part to the Buyer.

and in the case of a Warranty Claim under Subclause 12.1.7, the additional data required under Subclause 12.1.7(iv).

Warranty Claims are to be addressed as follows:

Airbus Customer Services Directorate
Warranty Administration
Rond-Point Maurice Bellonte
B.P. 33
F-31707 Blagnac Cedex
FRANCE

or any other address of which the Seller provides three (3) Business Days’ notice to the Buyer.

[***]

(vi)    Replacements
Replacements made pursuant to this Subclause 12.1 shall be made within the lead time defined in the Seller’s Spare Parts Price Catalog. Replaced components, equipment, accessories or parts shall become the Seller’s property.

Title to and risk of loss of any Aircraft, component, accessory, equipment or part returned by the Buyer to the Seller shall at all times remain with the Buyer, except that (i) when the Seller has possession of a returned Aircraft, component, accessory, equipment or part to which the Buyer has title, the Seller shall have such responsibility therefor as is chargeable by law to a bailee for hire, but the Seller shall not be liable for loss of use, and (ii) title to and risk of loss of a returned component, accessory, equipment or part shall pass to the Seller upon shipment by the Seller to the Buyer of any item furnished by the
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Seller to the Buyer as a replacement therefor. Upon the Seller’s shipment to the Buyer of any replacement component, accessory, equipment or part provided by the Seller pursuant to this Subclause 12.1, title to and risk of loss of such component, accessory, equipment or part shall pass to the Buyer.

(vii)    Rejection
The Seller shall provide reasonable written substantiation in case of rejection of a claim. [***]
(viii)    Inspection

The Seller shall have the right to inspect the affected Aircraft and documents and other records relating thereto in the event of any claim under this Subclause 12.1.

12.1.7    In-house Warranty
(i)    Authorization
The Buyer is hereby authorized to perform the repair of Warranted Parts, subject to the terms of this Subclause 12.1.7 (“In-house Warranty”). The Buyer shall notify the Seller’s representative of its decision to perform any in-house repairs before such repairs are commenced, unless it is not practical to do so, in which case the Buyer shall notify the Seller of the in-house repair as soon as reasonably practicable.

(ii)    Conditions of Authorization
The Buyer shall be entitled to the benefits under this Subclause 12.1.7 for repair of Warranted Parts:

(a)     only if adequate facilities and qualified personnel are available to the Buyer,
(b)    in accordance with the Seller’s written instructions set forth in documents such as the Aircraft Maintenance Manual, Component Maintenance Manual (Manufacturer), Component Maintenance Manual (Vendor) and Structural Repair Manual, and
(c)    only to the extent specified by the Seller, or, in the absence of such specification, to the extent reasonably necessary to correct the defect, in accordance with the standards set forth in Subclause 12.1.10..

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(iii)    Seller’s Rights
The Seller shall have the right, provided that no unreasonable delay shall result, to have any Warranted Part, or any part removed therefrom, which is claimed to be defective, returned to the Seller, as set forth in Subclause 12.1.6(ii), if, in the reasonable judgment of the Seller, the nature of the defect requires technical investigation.

The Seller shall further have the right, provided that no unreasonable delay shall result, to have a representative present during the disassembly, inspection and testing of any Warranted Part claimed to be defective.

(iv)    In-house Warranty Claim Substantiation
Claims for In-house Warranty credit shall be filed within the time period set forth in and shall contain the same information required in, Warranty Claims under Subclause 12.1.6(v) and in addition shall include:

(a)    a report of technical findings with respect to the defect,
(b)    for parts required to remedy the defect:
        - part numbers,

- serial numbers (if applicable),

- description of the parts,

- quantity of parts,

- unit price of parts,

- total price of parts,

- related Seller’s or third party’s invoices (if applicable),

(c)    detailed number of labor hours,
(d)    agreed In-house Warranty Labor Rate (defined below in Subclause 12.1.7(v)(a)), and
(e)    total claim value.
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(v)    Credit
The Buyer’s sole remedy, and the Seller’s sole obligation and liability, in respect of In-house Warranty claims, shall be a credit to the Buyer’s account in U.S. Dollars. The credit to the Buyer’s account shall be equal to the direct labor cost expended in performing a repair and to the direct cost of materials incorporated in the repair. Such costs shall be determined as set forth below.

(a)    To determine direct labor costs, only man hours spent on [***] of the Warranted Part alone shall be counted. Man hours required for maintenance work concurrently being carried out on the Aircraft or Warranted Part shall not be included.
(b)    The man hours counted as set forth above shall be multiplied by an agreed labor rate representing [***] of the Buyer’s composite average hourly labor rate (excluding all fringe benefits, premium time allowances, social security charges, business taxes and similar items) paid to the Buyer’s employees whose jobs are directly related to the performance of the repair (the “In-house Warranty Labor Rate”).
(c)    Direct material costs are determined by the prices at which the Buyer acquired such material, excluding any parts and materials used for overhaul and furnished free of charge by the Seller.

(vi)    Limitation on Credit
The Buyer shall in no event be credited for repair costs (including labor and material) for any Warranted Part exceeding [***] of the Seller’s then current catalog price for a replacement of such defective Warranted Part.

Such cost shall be substantiated in writing by the Seller upon reasonable request by the Buyer.

(vii)    Scrapped Material
The Buyer shall retain any Warranted Part defective beyond economic repair and any defective part removed from a Warranted Part during repair until the earlier of [***] after submission of a claim for In-house Warranty credit relating thereto or the Seller’s written advice to the Buyer that such Warranted Part should be scrapped. Such parts shall be returned to the Seller within [***] of receipt of the Seller’s request to that effect.
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Notwithstanding the foregoing, the Buyer may, with the agreement of the Seller’s Field Representative, scrap any such defective parts that are beyond economic repair and not required for technical evaluation.

[***]

(viii)    LIMITATIONS ON LIABILITY OF SELLER

THE SELLER SHALL NOT BE LIABLE FOR ANY RIGHT, CLAIM OR REMEDY, AND THE BUYER SHALL INDEMNIFY THE SELLER AGAINST THE CLAIMS OF ANY THIRD PARTIES FOR ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS SUBCLAUSE 12.1.7 WHICH WAS NOT IN COMPLIANCE WITH THE TERMS THEREOF, INCLUDING BUT NOT LIMITED TO: (I) LIABILITY IN CONTRACT OR TORT, (II) LIABILITY ARISING FROM THE BUYER’S ACTUAL OR IMPUTED NEGLIGENCE, INTENTIONAL TORTS AND/OR STRICT LIABILITY, AND/OR (III) LIABILITY TO ANY THIRD PARTIES.

12.1.8    Standard Warranty Transferability
The warranties provided for in this Subclause 12.1 for any Warranted Part shall accrue to the benefit of any airline in revenue service other than the Buyer, if the Warranted Part enters into the possession of any such airline as a result of a pooling or leasing agreement between such airline and the Buyer or upon the Buyer’s sale of the Aircraft to any such airline in accordance with Subclause 19.3, in accordance with the terms and subject to the limitations and exclusions of the foregoing warranties and to applicable laws or regulations.

12.1.9    Warranty for Corrected, Replacement or Repaired Warranted Parts
Whenever any Warranted Part that contains a defect for which the Seller is liable under Subclause 12.1 has been corrected, repaired or replaced pursuant to the terms of this Clause 12, the period of the Seller’s warranty with respect to such corrected, repaired or replacement Warranted Part, whichever may be the case, shall be the remaining portion of the original warranty in respect of such corrected, repaired or replacement Warranted Part. In the event that a defect is attributable to a defective repair or replacement by the Buyer, a Warranty Claim with respect to such defect shall not be allowable, notwithstanding any subsequent correction or repairs, and shall immediately terminate the remaining warranties under this Subclause 12.1 in respect of the affected Warranted Part.
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12.1.10 Good Airline Operation - Normal Wear and Tear
The Buyer’s rights under this Subclause 12.1 are subject to the Buyer using commercially reasonable measures to maintain, overhaul, repair and operate the Aircraft and each component, equipment, accessory and part thereof in accordance with good commercial airline practice [***], all technical documentation and maintenance recommendations of the Seller, the Suppliers or the manufacturer of the Propulsion System and its associated parts, [***] and all applicable rules, regulations and directives of the FAA.

The Seller’s liability under this Subclause 12.1 shall not extend to normal wear and tear nor to:

(i)    any Aircraft or component, equipment, accessory or part thereof that has been repaired, altered or modified after delivery by a party other than the Seller or in a manner other than that set forth in Subclause 12.1.7 or otherwise approved by the Seller or otherwise approved by the Seller;
(ii)    any Aircraft or component, equipment, accessory or part thereof that has been operated in a damaged state; or
(iii)    any component, equipment, accessory or part from which the trademark, trade name, part or serial number or other identification marks have been removed.

[***]

12.2    Seller Service Life Policy
In addition to the warranties set forth in Subclause 12.1 above, the Seller further agrees that should a Failure (as defined below) occur in any Item (as defined below), then, subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the provisions of this Subclause 12.2 shall apply.

12.2.1    Definitions
For the purposes of this Subclause 12.2, the following definitions shall apply:

12.2.1.1    “Item” means any of the Seller components, equipment, accessories or parts listed in Exhibit F hereto which are installed on an Aircraft at any time during the period of effectiveness of the Service Life Policy as defined below in Subclause 12.2.2.
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12.2.1.2    “Failure” means any breakage of, or defect in, an Item that has occurred, that can reasonably be expected to occur on a repetitive or fleetwide basis, and that materially impairs the utility or safety of the Item, [***].
12.2.2    Periods and Seller’s Undertaking
Subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item within [***] after the delivery of said Aircraft to the Buyer, the Seller shall, at its own discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation in the cost as hereinafter provided, either:
(a)    design and furnish to the Buyer a correction for such Item subject to a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts unless a part of an Item), or,
(b)    replace such Item.

12.2.3    Seller’s Participation in the Cost
Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which shall be determined in accordance with the following formula:

[***]


12.2.4    General Conditions and Limitations

12.2.4.1 Notwithstanding Subclause 12.2.3, the undertakings given in this Subclause 12.2 shall not be valid during the period applicable to an Item under Subclause 12.1.
12.2.4.2 The Buyer’s remedy and the Seller’s obligation and liability under this Service Life Policy are subject to compliance by the Buyer with the following conditions precedent:
(i)    The Buyer shall maintain log books and other historical records with respect to each Item adequate to enable determination as to whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the cost to be borne by the Seller in accordance with Subclause 12.2.3 above.
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(ii)    The Buyer shall keep the Seller informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded, if the failure to so inform the Seller materially prejudices the Seller’s position.
(iii)    The conditions of Subclause 12.1.10 shall have been complied with.
(iv)    The Buyer shall carry out specific structural inspection programs for monitoring purposes as may be established by the Seller. Such programs shall be, to the extent possible, compatible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller.
(v)    In the case of any breakage or defect, the Buyer shall report the same in writing to the Seller within [***] after any breakage or defect in an Item becomes apparent, whether or not said breakage or defect can reasonably be expected to occur in any other Aircraft, and the Buyer shall inform the Seller in sufficient detail about the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3    Except as otherwise provided in this Subclause 12.2, any claim under this Service Life Policy shall be administered as provided in, and shall be subject to the terms and conditions of, Subclause 12.1.6.
12.2.4.4    In the event that the Seller shall have issued a modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller shall offer to supply to the Buyer the necessary modification kit free of charge or under a pro rata formula established by mutual agreement between the Buyer and the Seller. If such a kit is so offered to the Buyer, then, in respect of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Subclause 12.2 shall be subject to the Buyer’s incorporating such modification in the relevant Aircraft, within a reasonable time, as promulgated by the Seller and in accordance with the Seller’s instructions.

12.2.4.5    THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION UNDER THIS SUBCLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN THIS SUBCLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER
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ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN MONETARY DAMAGES, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS SUBCLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN SUBCLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.

12.2.5    Transferability
Except as provided in Subclause 19.3, the Buyer’s rights under this Subclause 12.2 shall not be assigned, sold, leased, transferred or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent.

Any unauthorized assignment, sale, lease, transfer or other alienation of the Buyer’s rights under this Service Life Policy shall, as to the particular Aircraft involved, immediately void this Service Life Policy in its entirety.

12.3    Supplier and ACS Supplier Warranties
12.3.1    Seller’s Support
Prior to delivery of the first Aircraft under the Agreement, the Seller shall obtain from all Suppliers listed in the Supplier Product Support Agreements enforceable and transferable warranties and indemnities against patent infringements for all of the components, equipment, accessories and parts of the Suppliers that are installed in an Aircraft at the time of delivery thereof (“Supplier Parts”), it being understood that the term “Supplier Parts” shall not include the Propulsion Systems, ACS Equipment, Buyer Furnished Equipment or other equipment selected by the Buyer to be supplied by Suppliers with whom the Seller has no existing enforceable warranty agreements. The Seller shall also obtain enforceable and transferable Supplier service life policies from landing gear Suppliers for structural landing gear elements. In accordance with Clause 17, the Seller undertakes to supply to the Buyer such Supplier warranties, including, if applicable, warranties that the Seller has obtained for ACS Equipment pursuant to the Airbus Contracted Supplier Support Agreements and Supplier service life policies and
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indemnities against patent infringements substantially in the form summarized in the Supplier Product Support Agreements.

12.3.2    Supplier’s Default
12.3.2.1    In the event that any Supplier under any standard warranty or indemnity against patent infringements obtained by the Seller pursuant to Subclause 12.3.1 or Subclause 13.1 hereof defaults in the performance of any material obligation under such warranty or indemnity against patent infringements with respect to a Supplier Part, and the Buyer submits within a reasonable time to the Seller reasonable proof that such default has occurred, then Subclause 12.1 or Clause 13 of the Agreement shall apply to the extent the same would have been applicable had such Supplier Part been a Warranted Part except that, for obligations covered under Subclause 12.1, the shorter of (i) the Supplier’s warranty period as indicated in the Supplier Product Support Agreements and (ii) the Seller’s warranty period as indicated in Subclause 12.1.3 of the Agreement shall apply.
12.3.2.2    In the event that any Supplier under any Supplier Service Life Policy obtained by the Seller pursuant to Subclause 12.3 hereof defaults in the performance of any material obligation with respect thereto, and the Buyer submits within reasonable time to the Seller reasonable proof that such default has occurred, then Subclause 12.2 of the Agreement shall apply to the extent the same would have been applicable had such component, equipment, accessory or part been listed in Exhibit F hereto.
12.3.2.3    At the Seller’s request, the Buyer shall assign to the Seller, and the Seller shall be subrogated to, all of the Buyer’s rights against the relevant Supplier, with respect to and arising by reason of such default and the Buyer shall provide reasonable assistance to enable the Seller to enforce the rights so assigned.

12.3.3    ACS Supplier Warranties
12.3.2.2    ACS Supplier's Default

The Buyer hereby:

(a)    agrees and acknowledges that it shall have no right of recourse against the Seller with respect to any default by an ACS Supplier; and
(b)    waives to the fullest extent permitted by applicable law any right of recourse against the Seller (in contract and/or at law) with respect to any default by an ACS Supplier,
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in each case, following transfer by the Seller to the Buyer of warranties that the Seller has obtained for ACS Equipment pursuant to Airbus Contracted Suppliers Support Agreements.


12.4    Interface Commitment
12.4.1    Interface Problem
If the Buyer experiences any technical problem in the operation of an Aircraft or its systems due to a malfunction (including any unexplainable occurrence), the cause of which, after due and reasonable investigation, is not readily identifiable by the Buyer, but which the Buyer reasonably believes to be attributable to the design characteristics of one or more components of the Aircraft (an “Interface Problem”), the Seller shall, if requested by the Buyer, and without additional charge to the Buyer, except for transportation of the Seller’s personnel to the Buyer’s facilities, promptly conduct or have conducted an investigation and analysis of such problem to determine, if possible, the cause or causes of the problem and to recommend such corrective action as may be feasible, provided, however, that if the Seller determines, after such due and reasonable investigation, that the Interface Problem was due to or caused by any default by the Buyer in performance of its obligations hereunder, the Buyer shall pay to the Seller all reasonable costs and expenses incurred by the Seller during such investigation. The Buyer shall furnish to the Seller all data and information in the Buyer’s possession relevant to the Interface Problem and shall cooperate with the Seller in the conduct of the Seller’s investigations and such tests as may be required.

At the conclusion of such investigation the Seller shall promptly advise the Buyer in writing of the Seller’s opinion as to the cause or causes of the Interface Problem and the Seller’s recommendations as to corrective action.

12.4.2    Seller’s Responsibility
If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller shall, if requested by the Buyer and following consultation between the Buyer and the Seller, correct the design of such Warranted Part, pursuant to the terms and conditions of Subclause 12.1.

12.4.3    Supplier’s Responsibility
If the Seller determines that the Interface Problem is primarily attributable to the design of a component, equipment, accessory or part other than a Warranted Part (“Supplier Component”), the Seller shall, if requested by the Buyer, reasonably assist the Buyer in
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processing any warranty claim the Buyer may have against the manufacturer of such Supplier Component.

12.4.4    Joint Responsibility
If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Component, the Seller shall, if requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved. The Seller shall promptly advise the Buyer of such corrective action as may be proposed by the Seller and any such Supplier. Such proposal shall be consistent with any then existing obligations of the Seller hereunder and of any such Supplier to the Buyer. Such corrective action, when reasonably accepted by the Buyer, shall constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.

12.4.5    General
12.4.5.1 All requests under this Subclause 12.4 shall be directed both to the Seller and the affected Suppliers.
12.4.5.2 Except as specifically set forth in this Subclause 12.4, this Subclause 12.4 shall not be deemed to impose on the Seller any obligations not expressly set forth elsewhere in the Agreement.
12.4.5.3 All reports, recommendations, data and other documents furnished by the Seller to the Buyer pursuant to this Subclause 12.4 shall be deemed to be delivered under the Agreement and shall be subject to the terms, covenants and conditions set forth in this Clause 12 and in Subclause 22.7.

12.5    EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY
THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS) SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS AGREEMENT.

THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE
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BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

(1)    ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;

(2)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

(3)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

(4)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

(5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

(6)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;

(7)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

(a)    LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;

(b)    LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;
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(c)    LOSS OF PROFITS AND/OR REVENUES;

(d)    ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 SHALL REMAIN IN FULL FORCE AND EFFECT.

12.6    Duplicate Remedies
The remedies provided to the Buyer under this Clause 12 as to any defect in respect of the Aircraft or any part thereof are mutually exclusive and not cumulative. The Buyer shall be entitled to the remedy that provides the maximum benefit to it, as the Buyer may elect, pursuant to the terms and conditions of this Clause 12 for any such particular defect for which remedies are provided under this Clause 12; provided, however, that the Buyer shall not be entitled to elect a remedy under one part of this Clause 12 that constitutes a duplication of any remedy elected by it under any other part hereof for the same defect. The Buyer’s rights and remedies herein for the nonperformance of any obligations or liabilities of the Seller arising under these warranties shall be in monetary damages limited to the amount the Buyer expends in procuring a correction or replacement for any covered part subject to a defect or nonperformance covered by this Clause 12, and the Buyer shall not have any right to require specific performance by the Seller, except that the Buyer shall be entitled to seek specific performance of the Seller’s obligations under this Clause 12 in the event of any default by the Seller in the performance of such obligations.

12.7    Negotiated Agreement
The Buyer and the Seller agree that this Clause 12 has been the subject of discussion and negotiation and is fully understood by the parties and that the price of the Aircraft and the other mutual agreements of the parties set forth in this Agreement were arrived at in consideration of, inter alia, the provisions of this Clause 12, specifically including the Exclusivity of Warranties and General Limitations of Liability provisions and the Duplicate Remedies provisions set forth in Subclause 12.5 and following Subclause 12.6.




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13.    PATENT INDEMNITY
13.1    Scope
Subject to the terms, conditions, limitations and restrictions (including, but not limited to, the Exclusivity of Warranties and Duplicate Remedies provisions) as hereinafter set out, and that the same are in full force and effect and have not been amended, the Seller shall indemnify the Buyer from and against any damages, costs and expenses including reasonable legal costs (excluding damages, costs, expenses, loss of profits and other liabilities in respect of or resulting from loss of use of any Aircraft) in case of any actual or alleged infringement by any Aircraft or any Warranted Part or the use thereof of:

(i)    any British, French, German, Spanish or US patent, or
(ii)    any patent issued under the laws of any other country in which the Buyer may lawfully operate the Aircraft, provided that:
(a)    from the time of design of such Aircraft, accessory, equipment or part and until infringement claims are resolved, such country and the flag country of the Aircraft is each a party to the Chicago Convention on International Civil Aviation of December 7, 1944, and is fully entitled to all benefits of Article 27 thereof, or in the alternative,
(b)    from such time of design and until infringement claims are resolved, such country and the flag country of the Aircraft is each a party to the International Convention for the Protection of Industrial Property of March 20, 1883 (known as the “Paris Convention”).
The Seller’s undertaking under this Clause 13 shall not apply to (i) Buyer Furnished Equipment or Propulsion Systems, (ii) components, accessories, equipment or parts which are not Warranted Parts or not supplied pursuant to a Supplier Product Support Agreement, or (iii) software not developed or created by the Seller.

13.2    Seller’s Action
Should the Buyer be enjoined from using any part of an Aircraft by reason of infringement of a patent covered by Subclause 13.1, the Seller shall, at its option and expense, either (i) procure for the Buyer the right to use such part free of any liability for patent infringement or (ii) as soon as possible replace such part with a noninfringing substitute otherwise complying with the requirements of this Agreement.

13.3    Seller’s Obligation
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The Seller’s obligation hereunder with respect to any actual or alleged infringement is conditioned upon commencement of suit against the Buyer for infringement or the Buyer’s receipt of a written claim alleging infringement, and upon written notice by the Buyer to the Seller [***] after receipt by the Buyer of notice of the institution of such suit or receipt of such claim, giving particulars thereof. The Seller shall have the option but not the obligation at any time to conduct negotiations with the party or parties charging infringement and may intervene in any claim or suit commenced. Whether or not the Seller intervenes in any such claim or suit, it shall be entitled at any stage of the proceedings to assume, conduct or control the defense or settlement thereof.

The Seller’s obligation hereunder with respect to any actual or alleged infringement is also conditioned upon (i) the Buyer’s promptly furnishing to the Seller all the data, papers, records and other assistance within the control of the Buyer material to the resistance of or defense against any such charge or suits for infringement, (ii) the Buyer’s use of diligent efforts in full cooperation with the Seller to reduce royalties, damages, costs and expenses involved, (iii) the Seller’s prior approval of the Buyer’s payment, assumption or admission of any liabilities, expenses, costs or royalties for which the Seller is asked to respond and (iv) the Buyer’s not otherwise acting in a manner prejudicial to its or the Seller’s defense of the action. The Buyer also agrees to co-operate with, and render assistance to, the Seller as may be pertinent to the defense or denial of the suit or claim.

13.4    WAIVER
The Seller’s liability hereunder shall be conditional upon the timely compliance by the Buyer with the terms of this Clause 13 and is in lieu of any other liability to the Buyer express or implied which the Seller might incur at law as a result of any infringement or claim of infringement of any patent or copyright.

THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT OR INFRINGEMENT BY ANY AIRCRAFT, ACCESSORY, EQUIPMENT, SOFTWARE OR PART, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID
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PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS SUBCLAUSE 13.4 SHALL REMAIN IN FULL FORCE AND EFFECT. THIS PATENT INDEMNITY SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER.












































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14.    TECHNICAL PUBLICATIONS
14.1    Scope
This Clause 14 covers the terms and conditions for the supply of technical data (together with any revisions thereto (the “Technical Data”) and software services described hereunder (hereinafter “Software Services”) to support the Aircraft operation.

14.1.1    Except as otherwise set forth in this Clause 14, the Technical Data shall be supplied in the English language using the aeronautical terminology in common use.
14.1.2    Range, form, type, format, quantity and delivery schedule of the Technical Data to be provided under the Agreement are outlined in Exhibits G-1 and G-2 hereto. In respect of the A350-900 Aircraft, all Technical Data shall be available on-line as set forth in Subclause 14.4. For purposes of this Agreement, Technical Data provided off-line shall relate only to the A330-900neo Aircraft.

14.2    Aircraft Identification for Technical Data
14.2.1    For those Technical Data that are customized to the Buyer’s Aircraft, the Buyer agrees to the allocation of fleet serial numbers (“Fleet Serial Numbers”) in the form of blocks of numbers selected in the range from 0001 to 9999.
14.2.2    The sequence shall not be interrupted unless two (2) different Propulsion Systems or two (2) different models of Aircraft are selected.
14.2.3    The Buyer shall indicate to the Seller the Fleet Serial Number allocated to each Aircraft corresponding to the delivery schedule set forth in Subclause 9.1 no later than [***] before the Scheduled Delivery Month of the first Aircraft. Neither the designation of such Fleet Serial Numbers nor the subsequent allocation of the Fleet Serial Numbers to Manufacturer Serial Numbers for the purpose of producing certain customized Technical Data shall constitute any property, insurable or other interest of the Buyer in any Aircraft prior to the Delivery of such Aircraft as provided for in the Agreement.
The customized Technical Data that are affected thereby are the following:

- Aircraft Maintenance Manual,
- Illustrated Parts Catalogue,
- Trouble Shooting Manual,
- Aircraft Wiring Manual,
- Aircraft Schematics Manual, and
- Aircraft Wiring Lists.

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14.3    Integration of Equipment Data
14.3.1    Supplier Equipment

Information, including revisions, relating to Supplier equipment that is installed on the Aircraft at Delivery, or through Seller Service Bulletins thereafter, shall be introduced into the customized Technical Data to the extent necessary for understanding of the affected systems, at no additional charge to the Buyer.

14.3.2    Airbus Contracted Supplier Equipment
The Seller shall introduce Airbus Contracted Supplier Equipment data, for ACS Equipment that is installed on the A350-900 Aircraft by the Seller, into the customized Technical Data, [***] to the Buyer for the initial issue of the Technical Data provided at or before Delivery of the first A350-900 Aircraft.

14.3.3    Buyer Furnished Equipment
14.3.3.1 The Seller shall introduce Buyer Furnished Equipment data for Buyer Furnished Equipment that is installed on the Aircraft by the Seller (hereinafter “BFE Data”) into the customized Technical Data, at no additional charge to the Buyer for the initial issue of the Technical Data provided at or before Delivery of the first Aircraft provided such BFE Data is provided in accordance with the conditions set forth in Subclauses [***] through [***].
14.3.3.2 The Buyer shall supply, or shall cause the BFE Supplier(s) to supply on its behalf, the BFE Data to the Seller at least [***] prior to the Scheduled Delivery Month of the first Aircraft. If the Buyer does not supply such BFE Data to the Seller by such time, then the Seller shall, at no additional cost to the Buyer, incorporate such BFE Data at the first scheduled revision following [***]s after the date the BFE Data is provided.
14.3.3.3    The Buyer shall supply the BFE Data to the Seller in English and in compliance with the then applicable revision of ATA Specification 2200 (iSpec 2200), Information Standards for Aviation Maintenance or, in respect to the A350-900 Aircraft, in compliance with S1000D Specification jointly defined by the ASD (Aerospace and Defense Industries Association of Europe), AIA (Aerospace Industries Association) and ATA (Air Transport Association of America), as applicable.
14.3.3.4 The Buyer and the Seller shall agree on the requirements for the provision to the Seller of BFE Data for “on-aircraft maintenance”, such as but not limited to timeframe, media and format in which the BFE Data shall be supplied to the Seller, in order to manage the BFE Data integration process in an efficient, expeditious and economic manner.
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14.3.3.5 The BFE Data shall be delivered in digital format and/or in Portable Document Format (PDF), as agreed between the Buyer and the Seller.
14.3.3.6 [***]

14.4    Supply
14.4.1    In respect of the A330-900neo Aircraft, Technical Data shall be supplied on-line and/or off-line, as set forth in Exhibit G-1 hereto. In respect of the A350-900 Aircraft, all Technical Data shall be made available on-line through the relevant services on the Seller’s customer portal AirbusWorld (“AirbusWorld”).
14.4.2    [***]

14.5    Delivery of off-line Technical Data
14.5.1    For Technical Data provided off-line, such Technical Data and corresponding revisions shall be sent to up to two (2) addresses as indicated by the Buyer.
14.5.2    Technical Data provided off-line shall be delivered by the Seller at the Buyer’s named place of destination under DAP conditions. The term Delivered At Place (DAP) is defined in the Incoterms 2010 publication issued by the International Chamber of Commerce, (the “DAP – Incoterm”).
14.5.3    The Technical Data shall be delivered according to a mutually agreed schedule to correspond with the Deliveries of Aircraft. The Buyer shall provide no less than [***] notice when requesting a change to such delivery schedule.
14.5.4    It shall be the responsibility of the Buyer to coordinate and satisfy local Aviation Authorities’ requirements with respect to Technical Data. Reasonable quantities of such Technical Data shall be supplied by the Seller [***] to the Buyer at the Buyer’s named place of destination. Notwithstanding the foregoing, and in agreement with the relevant Aviation Authorities, preference shall be given to the on-line access to such Buyer’s Technical Data through AirbusWorld.

14.6    Revision Service
For each firmly ordered Aircraft covered under this Agreement, revision service for the Technical Data shall be provided [***] (each a “Revision Service Period”).

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Thereafter revision service shall be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.

14.7    Service Bulletins (SB) Incorporation    
During any Revision Service Period and upon the Buyer’s request, Seller Service Bulletin information shall be incorporated into the Technical Data, provided that the Buyer notifies the Seller through the relevant AirbusWorld on-line service bulletin reporting application that it intends to accomplish such Seller Service Bulletin. The split effectivity for the corresponding Seller Service Bulletin shall remain in the Technical Data until notification from the Buyer that embodiment has been completed on all of the Buyer’s Aircraft. The foregoing is applicable for Technical Data relating to maintenance only. For operational Technical Data either the pre or post-Seller Service Bulletin status shall be shown.

14.8    Technical Data Familiarization
Upon request by the Buyer, the Seller shall provide up to [***] of Technical Data familiarization training at the Seller’s or the Buyer’s facilities. The basic familiarization course is tailored for maintenance and engineering personnel.

14.9    Customer Originated Changes
If the Buyer wishes to introduce Buyer originated data, including BFE Data after the initial issue of the Technical Data, (hereinafter “COC Data”) into any of the customized Technical Data that are identified as eligible for such incorporation in the Seller’s then current Customer Services Catalog, the Buyer shall notify the Seller of such intention.

The incorporation of any COC Data shall be performed under the methods and tools for achieving such introduction and the conditions specified in the Seller’s then current Customer Services Catalog.

14.10    AirN@v and the Advanced Consultation Tool
14.10.1    AirN@v Family Products
14.10.1.1    In respect of the A330-900neo Aircraft, the Technical Data listed below are provided on DVD and include integrated software (hereinafter together referred to as the “AirN@v Family”).
14.10.1.2    The AirN@v Family covers several Technical Data domains, reflected by the following AirN@v Family products:
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- AirN@v / Maintenance,
- AirN@v / Planning,
- AirN@v / Repair,
- AirN@v / Workshop,
- AirN@v / Associated Data,
- AirN@v / Engineering.

14.10.2 Advanced Consultation Tool
14.10.2.1 In respect of the A350-900 Aircraft, some Technical Data shall be made available through several domains listed below and shall be provided on-line through an Advanced Consultation Tool, which shall include the necessary navigation software and viewer to browse the Technical Data (hereinafter together referred to as “Advanced Consultation Tool”).
14.10.2.2 The Advanced Consultation Tool encompasses the following domains:
- AirN@v / Line Maintenance,
- AirN@v / Planning,
- AirN@v / Engineering,
- AirN@v / Associated Data,
        
14.10.3 Further details on the Technical Data included in the products set forth in Subclauses [***] and [***] are set forth in Exhibits G-1 and G-2.
14.10.4 The licensing conditions for the use of AirN@v Family integrated software and the Advanced Consultation Tool shall be set forth in Part 1 of Exhibit I to the Agreement (the “End-User License Agreement for Airbus Software”).
14.10.5 The revision service and the license to use AirN@v Family products and the Advanced Consultation Tool shall be granted free of charge for the duration of the corresponding Revision Service Period. At the end of such Revision Service Period, the yearly revision service for AirN@v Family products and the Advanced Consultation Tool and the associated license fee shall be provided to the Buyer under the commercial conditions set forth in the Seller’s then current Customer Services Catalog.

14.11    On-Line Technical Data
14.11.1 All Technical Data set forth in Exhibit G-2 and the Technical Data set forth in Exhibit G-1, which is provided on-line, shall be made available to the Buyer through AirbusWorld, access to which shall be subject to the AirbusWorld GTC.
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14.11.2 Such provision shall be [***] for the duration of the corresponding Revision Service Period.
14.11.3 The list of the Technical Data provided on-line may be extended from time to time. For any Technical Data which is or becomes available on-line, the Seller reserves the right to suppress other formats for the concerned Technical Data. Should the Seller elect to proceed with such format suppression and should the Buyer be interested in participating in the associated pilot phase, the Seller shall invite the Buyer to take part in said pilot phase.
14.11.4 Access to AirbusWorld shall be granted [***] of the Buyer’s users (including [***] Buyer’s Administrators) for the Technical Data related to the Aircraft which shall be operated by the Buyer.
14.11.5 For the avoidance of doubt, Technical Data accessed through AirbusWorld - which access shall be covered by the AirbusWorld GTC – shall remain subject to the conditions of this Clause 14.
14.11.6 Should AirbusWorld provide access to Technical Data in software format, the use of such software shall be further subject to the conditions of the End-User License Agreement for Airbus Software.

14.12    Waiver, Release and Renunciation
The Seller warrants that the Technical Data are prepared in accordance with the state of art at the date of their conception. Should any Technical Data prepared by the Seller contain a non-conformity or defect, the sole and exclusive liability of the Seller shall be to take all reasonable and proper steps to correct such Technical Data. Notwithstanding the above, no warranties of any kind shall be given for the Customer Originated Changes, as set forth in Subclause 14.9.

THIS CLAUSE 14 SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY TECHNICAL DATA OR SERVICES DELIVERED BY THE SELLER UNDER THIS AGREEMENT.

THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS CLAUSE 14 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS AGREEMENT.
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THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

(1)    ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;

(2)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

(3)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

(4)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

(5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

(6)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;

(7)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

(a)    LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;
(b)    LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;
(c)    LOSS OF PROFITS AND/OR REVENUES;
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(d)    ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.
THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE 14 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 14 SHALL REMAIN IN FULL FORCE AND EFFECT.

FOR THE PURPOSE OF THIS SUBCLAUSE 14.11, “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ITS AFFILIATES AND SUPPLIERS.

14.13    Proprietary Rights
14.13.1 All proprietary rights, including but not limited to patent, design and copyrights, relating to Technical Data shall remain with the Seller and/or its Affiliates as the case may be.    
These proprietary rights shall also apply to any translation into a language or languages or media that may have been performed or caused to be performed by the Buyer.
    
14.13.2 Whenever the Agreement and/or any Technical Data provides for manufacturing by the Buyer, the consent given by the Seller shall not be construed as any express or implicit approval whatsoever of the Buyer or of the manufactured products. The supply of the Technical Data shall not be construed as any further right for the Buyer to design or manufacture any Aircraft or part thereof or spare part.

14.14    Performance Engineer’s Program
14.14.1 In addition to the Technical Data provided under Clause 14, the Seller shall provide to the Buyer Software Services, which shall consist of the Performance Engineer’s Programs (“PEP”) for the Aircraft type covered under the Agreement. Such PEP is composed of software components and databases and its use is subject to the license conditions set forth in to the conditions of the End-User License Agreement for Airbus Software.
14.14.2 Use of the PEP shall be [***] to be used on the Buyer’s computers for the purpose of computing performance engineering data. The PEP is intended [***].
14.14.3 The license to use the PEP and the revision service shall be provided [***] for the duration of the corresponding Revision Service Period as set forth in Subclause 14.5.
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14.14.4 At the end of such PEP Revision Service Period, the PEP shall be provided to the Buyer at the standard commercial conditions set forth in the Seller’s then current Customer Services Catalog.
14.15    Future Developments
14.15.1 The Seller continuously monitors technological developments and applies them to Technical Data, document and information systems’ functionalities, production and methods of transmission.     
14.15.2 The Seller shall implement and the Buyer shall accept such new developments, it being understood that the Buyer shall be informed in due time by the Seller of such new developments and their application and of the date by which the same shall be implemented by the Seller. [***]

14.16    Confidentiality
14.16.1 This Clause 14, the Technical Data, the Software Services and their content are designated as confidential. All such Technical Data and Software Services are provided to the Buyer for the sole use of the Buyer who undertakes not to disclose the contents thereof to any third party without the prior written consent of the Seller save as permitted therein or pursuant to any government or legal requirement imposed upon the Buyer.
14.16.2 Should the Buyer wish (i) to disclose this Clause 14 and/or any Technical Data and/or the Software Services to a Third Party or (ii) specifically, if the Buyer intends to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a “Third Party”), then the Buyer shall request the Seller’s written authorization to disclose such data.
14.16.3 The Buyer hereby undertakes to cause such Third Party to agree to be bound by the conditions and restrictions set forth in this Clause 14 with respect to the disclosed Clause, Technical Data or Software Services and shall cause such Third Party to (i) enter into a confidentiality agreement, inclusive of appropriate licensing conditions, with the Seller, and (ii) commit to use the Technical Data solely for the purpose of maintaining the Buyer’s Aircraft, and the Software Services exclusively for processing the Buyer’s data.

14.17    Transferability
Without prejudice to Subclause 19.1, the Buyer’s rights under this Clause 14 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or
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otherwise, without the Seller’s prior written consent, such consent not to be unreasonably withheld and to be without economic cost to the Buyer or the Buyer’s assignee.

Any transfer in violation of this Subclause 14.17 shall, as to the particular Aircraft involved, void the rights and warranties of the Buyer under this Clause 14 and any and all other warranties that might arise under or be implied in law.



15.    FIELD ASSISTANCE
The Seller shall provide [***] to the Buyer the services described in this Clause 15, at the Buyer’s main base or at other locations to be mutually agreed.

15.1    Customer Support Representative(s)
15.1.1    In addition to the services of Seller customer support representative(s) (each a “Seller Representative”), provided by the Seller in prior agreement between the Seller and the Buyer, the Seller shall provide [***] to the Buyer [***] of exclusive services of a Seller Representative(s) at the Buyer’s main base or such other locations as the parties may agree at Delivery of the first Aircraft.
15.1.2    In providing the services as described hereabove, any Seller Representatives, or any Seller employee(s) providing services to the Buyer hereunder, are deemed to be acting in an advisory capacity only and at no time shall they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.    
15.1.3    The Seller shall cause similar services to be provided by representatives of the Propulsion System Manufacturer and Suppliers, when necessary and applicable.

15.2    Buyer’s Support
15.2.1    From the date of arrival of the first Seller Representative and for the duration of the assignment, the Buyer shall provide [***] a suitable lockable office, conveniently located with respect to the Buyer’s maintenance facilities, with complete office furniture and equipment including telephone, internet, email and facsimile connections for the sole use of the Seller Representative(s). All related communication costs shall be borne by [***].
15.2.2    [***]
15.2.3    INTENTIONALLY LEFT BLANK
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15.2.4    Should the Buyer request any Seller Representative referred to in Subclause 15.1 above to travel on business to a city other than his usual place of assignment, [***].
15.2.5    The Buyer shall assist the Seller in obtaining from the civil authorities of the Buyer’s country those documents that are necessary to permit the Seller Representative to live and work in the Buyer’s country. Failure of the Seller to obtain the necessary documents shall relieve the Seller of any obligation to the Buyer under the provisions of Subclause 15.1.

15.2.6    INTENTIONALLY LEFT BLANK
15.2.7    In the event that the Buyer elects to relocate one of the Seller Representatives on a temporary basis, [***]. [***]

15.3    Withdrawal of the Seller Representative
The Seller shall have the right to withdraw its assigned Seller Representatives as it sees fit if conditions arise, which are in the Seller’s opinion dangerous to their safety or health or prevent them from fulfilling their contractual tasks.



























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16.    TRAINING

16.1    General
16.1.1    This Clause 16 sets forth the terms and conditions for the supply of training support and services for the Buyer’s personnel to support the Aircraft operation.
16.1.2    The range, quantity and validity of training to be provided free of charge under the Agreement are covered in Appendix A to this Clause 16.
16.1.3    Scheduling of training courses covered in Appendix A shall be mutually agreed during a training conference (the “Training Conference”) that shall be held no later than [***].

16.2    Training Location
16.2.1    The Seller shall provide training at an affiliated training center in Miami, U.S.A. or such other of its training centers as agreed upon by the Seller and the Buyer (individually a “Seller’s Training Center” and collectively, the “Seller’s Training Centers”).
16.2.2    If the unavailability of facilities or scheduling difficulties make training by the Seller at any Seller’s Training Center impractical, the Seller shall ensure that the Buyer is provided with such training at another location designated by the Seller.
16.2.3    Upon the Buyer’s request, the Seller may also provide certain training at a location other than the Seller’s Training Centers, including one of the Buyer’s bases, if and when practicable for the Seller, under terms and conditions to be mutually agreed upon. In such event, all additional charges listed in Subclauses 16.5.2 and 16.5.3 shall be borne by the Buyer.
16.2.4     If the Buyer requests training at a location as indicated in Subclause 16.2.3 and requires such training to be an Airbus approved course, the Buyer undertakes that the training facilities shall be approved prior to the performance of such training. The Buyer shall, as necessary and in due time prior to the performance of such training, provide access to the training facilities set forth in Subclause 16.2.3 to the Seller’s and the competent Aviation Authority’s representatives for approval of such facilities.

16.3    Training Courses
16.3.1    Training courses shall be as described in the Seller’s customer services catalog (the “Seller’s Customer Services Catalog”). The Seller’s Customer Services Catalog also sets forth the minimum and maximum number of trainees per course.    
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All training requests or training course changes made outside of the frame of the Training Conference shall be submitted by the Buyer with a minimum of[***].

16.3.2    The following terms and conditions shall apply to training performed by the Seller:
(i)    Training courses shall be the Seller’s standard courses as described in the Seller’s Customer Services Catalog valid at the time of execution of the course. The Seller shall be responsible for all training course syllabi, training aids and training equipment necessary for the organization of the training courses; for the avoidance of doubt, for the purpose of performing training, such training equipment does not include aircraft.
(ii)    The training equipment and the training curricula used for the training of flight, cabin and maintenance personnel shall not be fully customized but shall be configured in order to obtain the relevant Aviation Authority’s approval and to support the Seller’s training programs.
(iii)    Training data and documentation for trainees receiving the training at the Seller’s Training Centers shall be [***]. Training data and documentation shall be marked “FOR TRAINING ONLY” and as such are supplied for the sole and express purpose of training; training data and documentation shall not be revised.
16.3.3    When the Seller’s training courses are provided by the Seller’s instructors (individually an “Instructor” and collectively “Instructors”) the Seller shall deliver a Certificate of Recognition or a Certificate of Course Completion (each a “Certificate”) or an attestation (an “Attestation”), as applicable, at the end of any such training course. Any such Certificate or Attestation shall not represent authority or qualification by any Aviation Authority but may be presented to such Aviation Authority in order to obtain relevant formal qualification.
In the event of training courses being provided by a training provider selected by the Seller as set forth in Subclause 16.2.2, the Seller shall cause such training provider to deliver a Certificate or Attestation, which shall not represent authority or qualification by any Aviation Authority, but may be presented to such Aviation Authority in order to obtain relevant formal qualification.

16.3.4    [***]:
(i)    [***];
(ii)    [***];
(iii)    [***].
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[***]

[***]

[***] shall be submitted by the Buyer with a minimum of [***] prior notice. The requested training shall be subject to the Seller’s then existing planning constraints.

16.3.5    Rescheduling and Cancellation
16.3.5.1    Should the Buyer use none or only part of the training to be provided pursuant to this Clause 16, [***].
16.3.5.2    Should the Buyer decide to cancel or reschedule, fully or partially, and irrespective of the location of the training, a training course, a minimum advance notification of at least [***] prior to the relevant training course start date is required. Any later cancellation or change, when courses cannot be allocated to other customers, shall be deducted from the training allowances defined herein or shall be charged to the Buyer, as applicable.
16.3.5.3    If the notification occurs less than [***] prior to such training, when courses cannot be allocated to other customers, a cancellation fee corresponding to [***] of such training shall be, as applicable, either deducted from the training allowance defined in Appendix A or invoiced at the Seller’s then applicable price, provided that the courses cannot be allocated to other customers.
16.3.5.4    If the notification occurs less than [***] prior to such training, when courses cannot be allocated to other customers, a cancellation fee corresponding to [***] of such training shall be, as applicable, either deducted from the training allowance defined in Appendix A or invoiced at the Seller’s then applicable price. provided that the courses cannot be allocated to other customers.
16.3.5.5    All courses exchanged under Subclause 16.3.4 shall remain subject to the provisions of this Subclause 16.3.5.

16.4    Prerequisites and Conditions
16.4.1    Training shall be conducted in English and all training aids used during such training shall be written in English using common aeronautical terminology.
16.4.2    The Buyer hereby acknowledges that all training courses conducted pursuant to this Clause 16 are “Standard Transition Training Courses” and not “Ab Initio Training Courses”.
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16.4.3    Trainees shall have the prerequisite knowledge and experience specified for each course in the Seller’s Customer Services Catalog.
16.4.4    The Buyer shall be responsible for the selection of the trainees and for any liability with respect to the entry knowledge level of the trainees.
16.4.5    The Seller reserves the right to verify the trainees’ proficiency and previous professional experience.
16.4.6    The Seller shall provide to the Buyer during the Training Conference an “Airbus Pre-Training Survey” for completion by the Buyer for each trainee.
The Buyer shall provide the Seller with an attendance list of the trainees for each course, with the validated qualification of each trainee, at the time of reservation of the training course and in no event any later than [***] before the start of the training course. The Buyer shall return concurrently thereto the completed Airbus Pre-Training Survey, detailing the trainees’ associated background. If the Seller determines through the Airbus Pre-Training Survey that a trainee does not match the prerequisites set forth in the Seller’s Customer Services Catalog, following consultation with the Buyer, such trainee shall be withdrawn from the program or directed through a relevant entry level training (ELT) program, which shall be at the Buyer’s expense.

16.4.7    If the Seller determines at any time during the training that a trainee lacks the required level, following consultation with the Buyer, such trainee shall be withdrawn from the program or, upon the Buyer’s request, the Seller may be consulted to direct the above mentioned trainee(s), if possible, through any other required additional training, which shall be at the Buyer’s expense.     
16.4.8    The Seller shall in no case warrant or otherwise be held liable for any trainee’s performance as a result of any training provided.

16.5    Logistics
16.5.1    Trainees
16.5.1.1    Living and travel expenses for the Buyer’s trainees shall be borne by the Buyer.
16.5.1.2    Notwithstanding the above, when training is done at the Seller’s affiliated training center in Miami, U.S.A, [***].
16.5.1.3    It shall be the responsibility of the Buyer to make all necessary arrangements relative to authorizations, permits and/or visas necessary for the Buyer’s trainees to attend the training courses to be provided hereunder. Rescheduling or cancellation of courses
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due to the Buyer’s failure to obtain any such authorizations, permits and/or visas shall be subject to the provisions of Subclauses 16.3.5.1 thru 16.3.5.4.
16.5.2    Training at External Location - Seller’s Instructors
16.5.2.1    In the event of training being provided at the Seller’s request at any location other than the Seller’s Training Centers, as provided for in Subclause 16.2.2, [***].
16.5.2.2    In the event of training being provided by the Seller’s Instructor(s) at any location other than the Seller’s Training Centers at the Buyer’s request, [***].
16.5.2.3    Living Expenses
Except as provided for in Subclause 16.5.2.1 above, [***].
[***]

16.5.2.4    Air Travel
[***]

16.5.2.5    Buyer’s Indemnity
[***], the Seller shall not be held liable to the Buyer for any delay or cancellation in the performance of any training outside of the Seller’s Training Centers associated with any transportation described in this Subclause 16.5.2 [***].

16.5.3    Training Material and Equipment Availability - Training at External Location
Training material and equipment necessary for course performance at any location other than the Seller’s Training Centers or the facilities of a training provider selected by the Seller shall be provided by the Buyer [***] in accordance with the Seller’s specifications.
    
Notwithstanding the foregoing, should the Buyer request the performance of a course at another location as per Subclause 16.2.3, the Seller may, upon the Buyer’s request, provide the training material and equipment necessary for such course’s performance. [***]

16.6    Flight Operations Training
The Seller shall provide training for the Buyer’s flight operations personnel as further detailed in Appendix A to this Clause 16, including the courses described in this Subclause 16.6.

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16.6.1    Flight Crew Training Course
The Seller shall perform a flight crew training course program for the Buyer’s flight crews, each of which shall consist of [***], who shall be either captain(s) or first officer(s).

16.6.2    Flight Crew Line Initial Operating Experience
In order to assist the Buyer with initial operating experience after Delivery of the first Aircraft, the Seller shall provide to the Buyer pilot Instructor(s) as set forth in Appendix A to this Clause 16.

Should the Buyer request, subject to the Seller’s consent, such Seller pilot Instructors to perform any other flight support during the flight crew line initial operating period, such as but not limited to line assistance, demonstration flight(s), ferry flight(s) or any flight(s) required by the Buyer during the period of entry into service of the Aircraft, [***].

It is hereby understood by the parties that the Seller’s pilot Instructors shall only perform the above flight support services to the extent they bear the relevant qualifications to do so.

16.6.3    Type Specific Cabin Crew Training Course
The Seller shall provide type specific training for cabin crews, at one of the locations defined in Subclause 16.2.1.
    
If the Buyer’s Aircraft is to incorporate special features, the type specific cabin crew training course shall be performed no earlier than [***] before the scheduled Delivery Date of the Buyer’s first Aircraft.

16.6.4    Training on Aircraft
During any and all flights performed in accordance with this Subclause 16.6, the Buyer shall [***].

The Buyer shall assist the Seller, if necessary, in obtaining the validation of the licenses of the Seller’s pilots performing Base Flight Training or initial operating experience by the Aviation Authority of the place of registration of the Aircraft.

16.7    Performance / Operations Courses
The Seller shall provide performance/operations training for the Buyer’s personnel as defined in Appendix A to this Clause 16.
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The available courses shall be listed in the Seller’s Customer Services Catalog current at the time of the course.

16.8    Maintenance Training
16.8.1    The Seller shall provide maintenance training for the Buyer’s ground personnel as further set forth in Appendix A to this Clause 16.

The available courses shall be as listed in the Seller’s Customer Services Catalog current at the time of the course.

The practical training provided in the frame of maintenance training shall be performed on the training devices in use in the Seller’s Training Centers.

16.8.2    Practical Training on Aircraft
Notwithstanding Subclause 16.8.1 above, upon the Buyer’s request, the Seller may provide Instructors for the performance of practical training on aircraft (“Practical Training”).

Irrespective of the location at which the training takes place, the Buyer shall provide at its own cost an aircraft for the performance of the Practical Training.

Should the Buyer require the Seller’s Instructors to provide Practical Training at facilities selected by the Buyer, such training shall be subject to prior approval of the facilities by the Seller. All costs related to such Practical Training, including but not limited to the Seller’s approval of the facilities, shall be [***].

The provision of a Seller Instructor for the Practical Training shall be deducted from the trainee days allowance defined in Appendix A to this Clause 16, subject to the conditions detailed in Paragraph 4.4 thereof.
    
16.9    Supplier and Propulsion System Manufacturer Training
Upon the Buyer’s request, the Seller shall provide to the Buyer the list of the maintenance and overhaul training courses provided by major Suppliers and the applicable Propulsion System Manufacturer on their respective products.

16.10    Proprietary Rights
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All proprietary rights, including but not limited to patent, design and copyrights, relating to the Seller’s training data and documentation shall remain with the Seller and/or its Affiliates and/or its Suppliers, as the case may be.
    
These proprietary rights shall also apply to any translation into a language or languages or media that may have been performed or caused to be performed by the Buyer.
16.11    Confidentiality
The Seller’s training data and documentation are designated as confidential and as such are provided to the Buyer for the sole use of the Buyer, for training of its own personnel, who undertakes not to disclose the content thereof in whole or in part, to any third party without the prior written consent of the Seller, save as permitted herein or otherwise pursuant to any government or legal requirement imposed upon the Buyer.

In the event of the Seller having authorized the disclosure of any training data and documentation to third parties either under the Agreement or by an express prior written authorization, the Buyer shall cause such third party to agree to be bound by the same conditions and restrictions as the Buyer with respect to the disclosed training data and documentation and to use such training data and documentation solely for the purpose for which they are provided.

16.12    Transferability
Without prejudice to Subclause 19, the Buyer’s rights under this Clause 16 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent.


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APPENDIX A TO CLAUSE 16


TRAINING ALLOWANCE

For the avoidance of doubt, all quantities indicated below are the total quantities granted for the whole of the Buyer’s fleet of firmly ordered Aircraft, unless otherwise specified.

The contractual training courses defined in this Appendix A shall be provided [***] under the Agreement.

Notwithstanding the above, flight operations training courses granted per firmly ordered Aircraft in this Appendix A shall be provided by the Seller within a period starting [***].

Any deviation to said training delivery schedule shall be mutually agreed between the Buyer and the Seller.

1.    FLIGHT OPERATIONS TRAINING
1.1    Flight Crew Training (standard transition course)
The Seller shall provide flight crew training (standard transition course) [***].

1.2    Flight Crew Line Initial Operating Experience
The Seller shall provide to the Buyer pilot Instructor(s) [***].
Unless otherwise agreed during the Training Conference, in order to follow the Aircraft Delivery schedule, the maximum number of pilot Instructors present at any one time shall be limited to [***] pilot Instructors.

1.3    Type Specific Cabin Crew Training Course
The Seller shall provide to the Buyer [***] type specific training for cabin crews for [***].

1.4    Airbus Training Credits
[***]

1.5    Airbus Simulator and APT Trainer Availability
[***]
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2.    PERFORMANCE / OPERATIONS COURSE(S)
The Seller shall provide to the Buyer [***] of performance / operations training [***] for the Buyer’s personnel.

    
3.    MAINTENANCE TRAINING
3.1    The Seller shall provide to the Buyer [***] of maintenance training [***] for the Buyer’s personnel which may be used for any maintenance course in the Seller’s Customer Services Catalogue.
3.2    The Seller shall provide to the Buyer [***].

4.    TRAINEE DAYS ACCOUNTING
Trainee days are counted as follows:

4.1    For instruction at the Seller’s Training Centers: [***]. The number of trainees originally registered at the beginning of the course shall be counted as the number of trainees to have taken the course.
4.2    For instruction outside of the Seller’s Training Centers: [***] Seller Instructor equals the actual number of trainees attending the course or a [***] trainee days, [***].
4.3    For structure maintenance training courses outside the Seller’s Training Center(s), [***].
4.4    For practical training, whether on training devices or on aircraft, [***] trainee days.
17.    SUPPLIER AND ACS SUPPLIERS PRODUCT SUPPORT
17.1    Supplier Product Support Agreements
17.1.1    The Seller has obtained enforceable and transferable product support agreements from Suppliers of Supplier Parts listed in the Specification, the benefit of which is hereby accepted by the Buyer. Said agreements become enforceable as soon as and for as long as one or more commercial airlines anywhere in the world operate Airbus aircraft.
17.1.2    These agreements are based on the “World Airlines Suppliers Guide” and include Supplier commitments as contained in the “Supplier Product Support Agreements” and are made available to the Buyer through the SPSA Application, which include the following provisions:
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17.1.2.1    Technical Data and manuals required to operate, maintain, service and overhaul the Supplier Parts. Such Technical Data and manuals shall be prepared in accordance with the applicable provisions of ATA Specification including revision service and be published in the English language. The Seller shall recommend that a software user guide, where applicable, be supplied in the form of an appendix to the Component Maintenance Manual, such data shall be provided in compliance with the applicable ATA Specification;
17.1.2.2    Warranties and guarantees, including standard warranties. In addition, landing gear Suppliers shall provide service life policies for selected structural landing gear elements;
17.1.2.3    Training to ensure efficient operation, maintenance and overhaul of the Supplier Parts for the Buyer’s instructors, shop and line service personnel;
17.1.2.4    Spares data in compliance with ATA iSpecification 2200, initial provisioning recommendations, spare parts and logistic service including routine and expedite deliveries;
Technical service to assist the Buyer with maintenance, overhaul, repair, operation and inspection of Supplier Parts as well as required tooling and spares provisioning.

17.2    Supplier Compliance
The Seller shall monitor Suppliers’ compliance with support commitments defined in the Supplier Product Support Agreements and shall, if requested in writing by the Buyer, jointly take remedial action with the Buyer.

17.3    Supplier Part Repair Stations
The Seller has developed with the Suppliers a comprehensive network of repair stations in the United States of America and Canada for those Supplier Parts originating from outside these countries. As a result, most Supplier Parts are repairable in the United States and Canada. The repair stations in the network are listed in the AOG and Repair Guide.

Supplier Parts that have to be forwarded to a repair station for repair shall be sent back to the Buyer with proper tagging as required by the FAA.

17.4    ACS Suppliers Support Agreements
17.4.1    The Seller has obtained enforceable and transferable product support agreements from ACS Suppliers of ACS Equipment, the benefit of which is hereby accepted by the Buyer.
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Said agreements become enforceable as soon as and for as long as one or more commercial airlines anywhere in the world operate Airbus aircraft.
17.4.2    These agreements are based on the "World Airlines Suppliers Guide", are made available to the Buyer through the SPSA Application, and include ACS Supplier commitments contained in the “Airbus Contracted Suppliers Support Agreements”. Such commitments shall be substantially the same as those included in the Supplier Product Support Agreements, and detailed in Subclause 17.1.2, except that guarantees, if any, shall be negotiated and agreed directly between the Buyer and the corresponding ACS Supplier.
17.4.3    ACS Supplier Compliance
17.4.4    The Seller shall monitor ACS Suppliers’ compliance with support commitments defined in the Airbus Contracted Suppliers Support Agreements and shall provide assistance to the Buyer as may reasonably be required.
17.5    Nothing in this Subclause 17.4 shall be construed to prevent or limit the Buyer from entering into direct negotiations with a Supplier or an ACS Supplier with respect to different or additional terms and conditions applicable to Suppliers Parts or ACS Equipment selected by the Buyer to be installed on the Aircraft.

17.6    Familiarization Training
Upon the Buyer’s request, the Seller shall provide the Buyer with Supplier Product Support Agreements and Airbus Contracted Suppliers Support Agreements familiarization training [***] to the Buyer, at the Seller’s facilities in Blagnac, France.

An on-line training module shall be further available [***] to the Buyer, through AirbusWorld.

Both the Supplier Product Support Agreements and the Airbus Contracted Suppliers Support Agreements may be accessed through the SPSA Application.

For the avoidance of doubt, the use of the term “SPSA” with respect to ACS Suppliers or ACS Equipment shall solely be a reference to such SPSA Application and shall not be construed to imply that such ACS Suppliers or ACS Equipment are the subject of the Supplier Product Support Agreements for the purposes of Subclause 17.4 above.





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18.    BUYER FURNISHED EQUIPMENT AND ACS EQUIPMENT
18.1    Buyer Furnished Equipment
18.1.1    Administration
18.1.1.1    In accordance with the Specification, the Seller shall install those items of equipment that are identified in the Specification as being furnished by the Buyer (“Buyer Furnished Equipment” or “BFE”), provided that (i) in respect of the A330-900neo Aircraft, the BFE and the supplier of such BFE (the “BFE Supplier”) are referred to in the Airbus BFE Product Catalog valid at the time the BFE Supplier is selected and (ii) in respect of the A350-900 Aircraft, the Supplier of BFE is an Airbus Contracted Supplier.
18.1.1.2    Notwithstanding the foregoing and without prejudice to Subclause 2.1.3, if the Buyer wishes to install BFE manufactured by a supplier who is not referred to in the Airbus BFE Product Catalog (applicable to the A330-900neo but not the A350-900 Aircraft), the Buyer shall so inform the Seller and the Seller shall conduct a feasibility study of the Buyer’s request, in order to consider approving such supplier, [***]. In addition, it is a prerequisite to such approval that the considered supplier is qualified by the Seller’s Aviation Authorities to produce equipment for installation on civil aircraft. [***] The Buyer shall cause any BFE supplier approved under this Subclause 18.1.1.2 (each an “Approved BFE Supplier”) to comply with the conditions set forth in this Clause 18 and specifically Subclause 18.1.2.
Except for the specific purposes of this Subclause 18.1.1.2, the term “BFE Supplier” shall be deemed to include Approved BFE Suppliers.

18.1.1.3    The Seller shall advise the Buyer of the dates, [***], by which, in the planned release of engineering for the Aircraft, the Seller requires a written detailed engineering definition encompassing a Declaration of Design and Performance (the “BFE Engineering Definition”). The Seller shall provide to the Buyer and/or the BFE Supplier(s), within an appropriate timeframe, the necessary interface documentation to enable the development of the BFE Engineering Definition.
The BFE Engineering Definition shall include the description of the dimensions and weight of BFE, the information related to its certification and the information necessary for the installation and operation thereof, including when applicable 3D models compatible with the Seller’s systems. The Buyer shall furnish, or cause the BFE Suppliers to furnish, the BFE Engineering Definition by the dates requested by the Seller, [***]. In respect of the A350-900 Aircraft, both the BFE Supplier Data and BFE Engineering Definition shall be furnished by the Buyer or the selected BFE Supplier, by the dates specified through the Customization Milestone Chart as set forth in Subclause 2.2.3.2.
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Thereafter, the BFE Engineering Definition shall not be revised, except through an SCN executed in accordance with Clause 2.

18.1.1.4    The Seller shall also provide [***] to the Buyer a schedule of dates and the shipping addresses for delivery of the BFE and, where requested by the Seller, additional spare BFE to permit installation in the Aircraft and Delivery of the Aircraft in accordance with the Aircraft delivery schedule. The Buyer shall provide, or cause the BFE Suppliers to provide, the BFE by such dates in a serviceable condition, in order to allow performance of any assembly, installation, test or acceptance process in accordance with the Seller’s industrial schedule. In order to facilitate the follow-up of the timely receipt of BFE, the Buyer shall, upon the Seller’s request, provide to the Seller dates and references of all BFE purchase orders placed by the Buyer.
Notwithstanding the foregoing, in respect of BFE IFE equipment to be integrated into BFE Premium Class Seats on A350-900 Aircraft, the Buyer shall provide, or cause the BFE Premium Class Seat Supplier to provide to the BFE IFE equipment Supplier a schedule of dates and shipping addresses for delivery of the IFE equipment. In addition, where requested by the BFE Premium Class Seat Supplier, the IFE Supplier shall provide the former with additional spare IFE equipment to permit installation of the IFE equipment into the BFE Premium Class Seats in accordance with the BFE Premium Class Seat contractual delivery schedule. For BFE Premium Class Seats, the Buyer hereby warrants that each unit shall be delivered fully tested and ready for installation.
The Buyer shall also provide, when requested by the Seller, at the Airbus Operations S.A.S. facility in Toulouse, France, and/or the Airbus Operations GmbH Division Hamburger Flugzeugbau facility in Hamburg, Germany, adequate field service including support from BFE Suppliers to act in a technical advisory capacity to the Seller in the installation, calibration and possible repair of any BFE.

18.1.1.5    Without prejudice to the Buyer’s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller shall organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within the defined timeframe.
Specifically for the A350-900 Aircraft, prior to CDF, the Seller shall organize, when relevant, an ITCM between the Seller, the Buyer and BFE Suppliers at the A350XWB Customer Definition Center in Hamburg, Germany. During such ITCM, the Seller’s employees shall be acting in an advisory capacity only and at no time shall they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.
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In addition, throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees:

(i)    to monitor the BFE Suppliers and ensure that they shall enable the Buyer to fulfill its obligations, including but not limited to those set forth in the Customization Milestone Chart;
(ii)    to place BFE purchase orders in a timely manner in order to ensure delivery of the corresponding BFE in accordance with the dates provided as per Subclause 18.1.1.4.
(iii)    that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer shall allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft;
(iv)    for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE for the A330-900neo Aircraft”), and for BFE Premium Class Seats, BFE IFE, and major BFE for A350-900 Aircraft, to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely:
(a)    Preliminary Design Review (“PDR”),
(b)    Critical Design Review (“CDR”);
(v)    to attend the First Article Inspection (“FAI”) for the A330-900neo Aircraft for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer shall delegate the FAI to the BFE Supplier and confirmation thereof shall be supplied to the Seller in writing;
(vi)    to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE for the A330-900neo Aircraft; and for each shipset of all BFE Premium Class seats and when applicable BFE IFE and major BFE of the A350-900 Aircraft. Should the Buyer not attend such SI, the Buyer shall delegate the SI to the BFE Supplier and confirmation thereof shall be brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer shall be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI.
The Seller shall be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees shall be acting in an advisory capacity only and at no time shall they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.

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18.1.1.6    The BFE shall be imported into FRANCE or into GERMANY by the Buyer under a suspensive customs system (“Régime de l’entrepôt douanier ou régime de perfectionnement actif “ or “Zollverschluss”) without application of any French or German tax or customs duty, [***], to the following shipping addresses:
Airbus Operations S.A.S.
316 Route de Bayonne
31300 Toulouse
France

or

Airbus Operations GmbH
Kreetslag 10
21129 Hamburg
Germany

or such other location as may be specified by the Seller.

18.1.2    Applicable Requirements
The Buyer is responsible for ensuring, at its expense, and warrants that the BFE shall:

(i)    be manufactured and supplied by a qualified BFE Supplier, and
(ii)    meet the requirements of the applicable Specification of the Aircraft, and
(iii)    be, in respect of the A350-900 Aircraft only, and in the case of BFE Premium Class Seats and IFE equipment, supplied by a qualified ACS Supplier, and
(iv)    be delivered with the relevant certification documentation, including but not limited to the DDP, and
(v)    comply with the BFE Engineering Definition, and
(vi)    comply with applicable requirements incorporated by reference to the Type Certificate and listed in the Type Certificate Data Sheet, and
(vii)    be approved by the Aviation Authority issuing the Export Airworthiness Certificate and by the Buyer’s Aviation Authority for installation and use on the Aircraft at the time of Delivery of the Aircraft, and
(viii)    not infringe any patent, copyright or other intellectual property right of the Seller any third party, and
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(ix)    not be subject to any legal obligation or other encumbrance that may prevent, hinder or delay the installation of the BFE in the Aircraft and/or the Delivery of the Aircraft.
The Seller shall be entitled to refuse any item of BFE that it considers incompatible with the Specification, the BFE Engineering Definition or the certification requirements.



18.2    Airbus Contracted Supplier Equipment
18.2.1.1    Administration
In accordance with the Specification, the Seller shall install those items of equipment that are identified in the Specification as being ACS Equipment, provided that the ACS Equipment and the corresponding ACS Supplier of such ACS Equipment are referred to in the then applicable A350XWB Family Aircraft Description Document.

18.2.1.2    ACS Selection
18.2.1.2.1    The Buyer shall select ACS Equipment and all associated features out of the options proposed by the Seller in the A350XWB Family ADD applicable at the time of customization. The definition of the selected ACS Equipment and its features shall be frozen prior to the TCM.
18.2.1.2.2    With respect to ACS Seats, it is hereby agreed that any IFE equipment to be incorporated into such ACS Seats shall be exclusively ACS Catalogue Items.
18.2.1.3    Meetings with ACS Suppliers
The Seller shall be entitled to request the participation of the Buyer in meetings with ACS Suppliers, subject to reasonable prior notice.

18.3    Buyer’s Obligation and Seller’s Remedies
18.3.1.1    Any delay or failure by the Buyer or the BFE Suppliers in:
(i)    complying with the foregoing warranty or in providing the BFE Engineering Definition or field service mentioned in Subclauses 18.1.1.3 or 18.1.1.4, as applicable, or
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(ii)    furnishing the BFE in a serviceable condition at the requested delivery date, or
(iii)    obtaining any required approval for such BFE equipment under the above mentioned Aviation Authorities’ regulations,
may delay the performance of any act to be performed by the Seller, including Delivery of the Aircraft. The Seller shall not be responsible for such delay which shall cause the Final Price of the affected Aircraft to be adjusted in accordance with the updated delivery schedule and to include in particular the amount of the Seller’s additional costs attributable to such delay or failure by the Buyer or the BFE Suppliers, [***].

18.3.2    In addition, in the event of any delay or failure mentioned in 18.3.1.1 above, the Seller may:
(i)    select, purchase and install equipment similar to the BFE at issue, in which event the Final Price of the affected Aircraft shall [***]
or
(ii)    if the BFE is delayed by more than [***].
18.3.3    Title and Risk of Loss
Title to and risk of loss of any BFE shall at all times remain with the Buyer except that risk of loss (limited to cost of replacement of said BFE) shall be with the Seller for as long as such BFE is under the care, custody and control of the Seller.

18.3.4    Disposition of BFE Following Termination
18.3.4.1    If a termination of the Agreement pursuant to the provisions of Clause 21 occurs [***] with respect to an Aircraft in which all or any part of the BFE has been installed prior to the date of such termination, [***].
18.3.4.2    [***]
18.3.4.3    The Seller shall notify the Buyer as to those items of BFE [***]. The Buyer shall have no claim against the Seller for damage, loss or destruction of any item of BFE removed from the Aircraft and not removed from Seller’s facility within such period.
18.3.4.4    The Buyer shall have no claim against the Seller for damage to or destruction of any item of BFE damaged or destroyed in the process of being removed from the Aircraft, provided that the Seller shall use reasonable care in such removal.
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18.3.4.5    The Buyer shall grant the Seller title to any BFE items that cannot be removed from the Aircraft [***].

19.    ASSIGNMENT
19.1    Successors and Assigns
Subject to the provisions of this Clause 19, the Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Agreement and/or the rights of either party hereunder shall not be assigned or transferred in any manner whatsoever, in whole or in part, by either party without the prior written consent of the other party, such consent not to be unreasonably withheld by the Seller in the case of any assignment by the Buyer of its rights hereunder to one or more institutions providing financing for the purchase of particular Aircraft by the Buyer hereunder with respect to such Aircraft and to the extent reasonably required to effect such financing, so long as the duties and obligations of the Seller hereunder are not changed and the Buyer remains primarily and directly liable for all obligations of the “Buyer” hereunder. [***]

Notwithstanding anything herein to the contrary, the Seller may at any time without the Buyer’s consent, assign any of its rights to receive money and any of its duties to effect the sale and delivery of any Aircraft or any of its responsibilities, duties or obligations to perform any other obligations hereunder to any Affiliate of the Seller, provided that the Seller shall remain liable for such responsibilities, duties and obligations.

19.2    Seller’s Designations
The Seller may at any time by notice to the Buyer designate particular facilities or particular personnel of the Seller or any Affiliate of the Seller at which or by whom the services to be performed under the Agreement shall be performed. The Seller may also designate any Affiliate of the Seller as the party responsible on behalf of the Seller for providing to the Buyer all or any of the services described in the Agreement. No such designation shall amend or modify, and the Seller shall remain fully obligated to perform, all of the obligations of the Seller in the Agreement.

19.3    Assignment in Case of Resale or Lease
In the event of the resale or lease of any Aircraft by the Buyer following delivery thereof to the Buyer, and subject to the delivery to the Seller of reasonable financial guarantees and protections and other terms as the Seller may reasonably require, the Buyer’s rights with respect to such Aircraft solely under Clauses 12, 13 and 17 and this Subclause 19.3 of the Agreement, shall inure to the benefit of such purchaser or lessee, as the case may
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be. The Buyer shall furnish to the Seller a true copy of such agreement with such purchaser or lessor, clearly stating that such purchaser or lessor acknowledges that it is bound by and shall comply with all applicable terms, conditions and limitations of the Agreement. No assignment under this Subclause 19.3 shall be deemed to increase the Seller’s obligations.

19.4    [***]
[***]








































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20.    INDEMNITIES AND INSURANCE
The Seller and the Buyer will each be liable for Losses (as defined below) arising from the acts or omissions of their respective directors, officers, agents or employees occurring during or incidental to such party’s exercise of its rights and performance of its obligations under this Agreement, except as provided in Subclauses 20.1 and 20.2.

20.1    Seller’s Indemnities
The Seller will, except in the case of gross negligence or willful misconduct of the Buyer, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Buyer, its Affiliates and each of their respective directors, officers, agents, employees and insurers harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from:

(a)    claims for injuries to, or death of, the Seller’s directors, officers, agents or employees, or loss of, or damage to, property of the Seller or its employees when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and
(b)    claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to the Technical Acceptance Flights.

20.2    Buyer’s Indemnities
The Buyer will, except in the case of gross negligence or willful misconduct of the Seller, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Seller, its Affiliates, its subcontractors, and each of their respective directors, officers, agents, employees and insurers, harmless against all Losses arising from:

(a)    claims for injuries to, or death of, the Buyer’s directors, officers, agents or employees, or loss of, or damage to, property of the Buyer or its employees, when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and
(b)    claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to (i) the provision of Seller Representatives services under Clause 15 including services performed on board the aircraft or (ii) the provision of Aircraft Training Services to the Buyer.

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20.3    Notice and Defense of Claims

If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 20 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 20 (the “Indemnitor”), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor.

20.4    Insurance

For all Aircraft Training Services, to the extent of the Buyer’s undertaking set forth in Subclause 20.2, the Buyer will:

(a)    cause the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents and employees to be named as additional insured under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils (such insurance to include the AVN 52E Extended Coverage Endorsement Aviation Liabilities or any further Endorsement replacing AVN 52E as may be available as well as any excess coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance), and
(b)    with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents, employees and insurers.
Any applicable deductible will be borne by the Buyer. The Buyer will furnish to the Seller, not less than [***], certificates of insurance, in English, evidencing the limits of liability cover and period of insurance coverage in a form acceptable to the Seller from the Buyer’s insurance broker(s), certifying that such policies have been endorsed as follows:

(i)    under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s policies are primary and non-contributory to any insurance maintained by the Seller,
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(ii)    such insurance can only be cancelled or materially altered by the giving of not less than [***] or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Seller, and
(iii)    under any such cover, all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents, employees and insurers have been waived.









































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21.    TERMINATION
21.1    Termination Events
Each of the following will constitute a “Termination Event”

(1)    The Buyer or any of its Affiliates commences in any jurisdiction any case, proceeding or other action with respect to the Buyer or any of its Affiliates or their properties relating to bankruptcy, insolvency, reorganization, winding-up, liquidation, dissolution or other relief from, or with respect to, or readjustment of, its debts or obligations.

(2)    An action is commenced in any jurisdiction seeking the appointment of a receiver, trustee, custodian or other similar official for the Buyer or any of its respective Affiliates or for all or any substantial part of their respective assets, and such action remains unstayed, undismissed or undischarged for [***], or the Buyer or any of its Affiliates makes a general assignment for the benefit of its creditors.

(3)    An action is commenced in any jurisdiction against the Buyer or any of its respective Affiliates seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of their respective assets, and such action remains unstayed, undismissed or undischarged for [***].

(4)    The Buyer or any of its Affiliates becomes the object, in any jurisdiction, of a case, proceeding or action similar or analogous to any of the events mentioned in Subclause 21.1(1), (2) or (3).

(5)    The Buyer or any of its Affiliates is generally not able, or is expected to be unable to, or will admit in writing its inability to, pay its debts as they become due.

(6)    The Buyer or any of its Affiliates commences negotiations with significant creditors, existing or potential, either with the intention of restructuring all or a substantial part of all of its outstanding obligations or in preparation for a bankruptcy filing under the U.S. Bankruptcy Code.

(7)    The Buyer or any of its Affiliates fails to make (i) any payment required to be made under this Agreement or any other material agreement between the Buyer or any of its Affiliates and the Seller or any of its Affiliates when such payment is due, (ii) any Predelivery Payment required to be made under this Agreement when such payment is due, (iii) payment of all or part of the Final Price of any Aircraft required to be made under this Agreement; (iv) any payment to a Lessor with respect to any Leased Aircraft.

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(8)    The Buyer repudiates, cancels or terminates this Agreement in whole or in part.

(9)    The Buyer defaults in its obligation to take delivery of an Aircraft as provided in the Agreement.

(10)    The Buyer or any of its Affiliates defaults in the observance or performance of any other covenant, undertaking or obligation contained in this Agreement or any other material agreement between the Buyer or its Affiliates, on the one hand, and the Seller or its Affiliates on the other hand, provided that, if such breach or default is capable of being cured and such breach or default is not cured within any specified cure period.

(11)    Any other event that the parties agree in writing constitutes a Termination Event.


21.2    Remedies in Event of Termination
21.2.1    If a Termination Event occurs, the Buyer will be in material breach of this Agreement, and the Seller can elect any of the following remedies under the applicable law:
(A)    [***];

(B)    [***]; 

(C)    [***]; and/or

(D)    [***]

21.2.2    In the event Seller elects a remedy under any of Subclauses 21.2.1(A), (B) or (C), above:
(A)    [***];

(B)    [***]; and

(C)    [***]

21.2.3    If the Seller elects a Termination under Subclause 21.2.1(D) above:
(A)    [***]:

(i)    [***];
(ii)    [***];
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(iii)    [***];
(iv)    [***];
(v)    [***];
(vi)    [***]; and
(vii)    [***]

(B)    [***]
21.2.4    The parties to this Agreement are commercially sophisticated parties acting within the same industry, and represented by competent counsel and the parties expressly agree and declare as follows:

(A)    [***];

(B)    [***]; and

(C)    [***].

21.3    Definitions
For purposes of this Clause 21, the terms “Affected Aircraft”, “Applicable Date” and “Escalated Price” are defined as follows:

(i)    “Affected Aircraft” – any or all Aircraft with respect to which the Seller has cancelled or terminated this Agreement pursuant to Subclause 21.2.1(D),
(ii)    “Applicable Date” – for any Affected Aircraft, the date the Seller issues the notice [***] pursuant to Subclause 21.2.3(B).
(iii)    “[***]” - will have the same meaning as the “Final Contract Price” of the Aircraft as that term is defined in Subclauses 3.1.4 and 3.2.4, [***].

21.4    Notice of Termination Event
Within [***] of becoming aware of the occurrence of a Termination Event by the Buyer, the Buyer will notify the Seller of such occurrence in writing, provided, that any failure
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by the Buyer to notify the Seller will not prejudice the Seller’s rights or remedies hereunder.

21.5    Information Covenants
The Buyer hereby covenants and agrees that, from the date of this Agreement until no further Aircraft are to be delivered hereunder, the Buyer will furnish or cause to be furnished to the Seller the following:

a.    Annual Financial Statements. As soon as available and in any event no later than the date that the Buyer furnishes such annual statements to the Securities and Exchange Commission or successor thereto (the “SEC”) (i) a copy of the SEC Form 10-K filed by the Buyer with the SEC for such fiscal year, or, if no such Form 10-K was filed by the Buyer for such a fiscal year, the consolidated balance sheet of the Buyer and its Subsidiaries, as at the end of such fiscal year and the related consolidated statements of operations, of common stockholders’ equity (deficit) (in the case of the Buyer and its Subsidiaries) and of cash flows for such fiscal year, setting forth comparative consolidated figures as of the end of and for the preceding fiscal year, and examined by any firm of independent public accountants of recognized standing selected by the Buyer and reasonably acceptable to the Seller, whose opinion will not be qualified as to the scope of audit or as to the status of the Buyer as a going concern, and (ii) a certificate of such accounting firm stating that its audit of the business of the Buyer was conducted in accordance with generally accepted auditing standards.

b.    Quarterly Financial Statements. As soon as available and in any event no later than the date that the Buyer furnishes such quarterly statements to the Securities and Exchange Commission or successor thereto, a copy of the SEC Form 10-Q filed by the Buyer with the SEC for such quarterly period, or, if no such Form 10-Q was filed by the Buyer with respect to any such quarterly period, the consolidated balance sheet of the Buyer and its Subsidiaries, as at the end of such quarterly period and the related consolidated statements of operations for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period and in each case setting forth comparative consolidated figures as of the end of and for the related periods in the prior fiscal year, all of which will be certified by an Authorized Officer of the Buyer, subject to changes resulting from audit and normal year-end audit adjustments.

c.    Debt Rescheduling. (i) Promptly upon the Buyer commencing negotiations with one or more of its significant creditors with a view to general readjustment or rescheduling of all or any material part of its indebtedness under circumstances in which a reasonable business person, in the exercise of prudent business judgment, would conclude that the Buyer would otherwise not be able to pay such indebtedness as it falls
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due, notice of commencement of such negotiations, and (ii) thereafter timely advice of the progress of such negotiations until such negotiations are terminated or completed.

d.    Acceleration of other indebtedness. Immediately upon knowledge by the Buyer that the holder of any bond, debenture, promissory note or any similar evidence of indebtedness of the Buyer or Affiliate thereof (“Other Indebtedness”) has demanded payment, given notice or exercised its right to a remedy having the effect of acceleration with respect to a claimed event of default under any Other Indebtedness, where the impact of the acceleration is likely to have a material adverse effect on the Buyer’s ability to perform its obligations under or in connection with the transactions contemplated by this Agreement, notice of the demand made, notice given or action taken by such holder and the nature and status of the claimed event of default and what the action the Buyer is taking with respect thereto.

e.    Other Information. Promptly upon transmission thereof, copies of any filings and registrations with, and reports to, the SEC by the Buyer or any of its Subsidiaries, and, with reasonable promptness, such other information or documents (financial or otherwise) as the Seller may reasonably request from time to time.

For the purposes of this Clause 21, (x) an "Authorized Officer" of the Buyer will mean the Chief Executive Officer, the Chief Financial Officer or any Vice President and above who reports directly or indirectly to the Chief Financial Officer and (y) "Subsidiaries" will mean, as of any date of determination, those companies owned by the Buyer whose financial results the Buyer is required to include in its statements of consolidated operations and consolidated balance sheets.

21.6    Nothing contained in this Clause 21 will be deemed to waive or limit the Seller’s rights or ability to request adequate assurance under Article 2, Section 609 of the Uniform Commercial Code (the “UCC”). It is further understood that any commitment of the Seller or the Propulsion Systems manufacturer to provide financing to the Buyer will not constitute adequate assurance under Article 2, Section 609 of the UCC.










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22.    MISCELLANEOUS PROVISIONS

22.1    Data Retrieval
On the Seller’s reasonable request, the Buyer shall provide the Seller with all the necessary data, as customarily compiled by the Buyer and pertaining to the operation of the Aircraft, to assist the Seller in making an efficient and coordinated survey of all reliability, maintenance, operational and cost data with a view to monitoring the safety, availability and efficient and cost effective operations of the Airbus fleet worldwide.

22.2    Notices
All notices and requests required or authorized hereunder shall be given in writing either by personal delivery to a responsible officer of the party to whom the same is given or by commercial courier, certified air mail (return receipt requested), facsimile to be confirmed by subsequent registered mail at the addresses set forth below. The date upon which any such notice or request is so personally delivered, or if such notice or request is given by commercial courier, certified air mail, facsimile or other electronic transmission, the date upon which sent, shall be deemed to be the effective date of such notice or request.

The Seller shall be addressed at:

Airbus S.A.S.
Attention: Senior Vice President Contracts
2, rond-point Maurice Bellonte
31707 Blagnac Cedex
France
Facsimile: 33 (05) 61 93 47 27

The Buyer shall be addressed at:

Delta Air Lines, Inc.
1030 Delta Boulevard, Dept. 923
Atlanta, Georgia 30354-1989
Attention: Vice President – Fleet Strategy and Transactions
Facsimile: (404) 715-2854

With a copy to:

Delta Air Lines, Inc.
1030 Delta Boulevard, Dept. 971
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Atlanta, Georgia 30354-1989
Attention: General Counsel
Facsimile: (404) 715-7882

From time to time, the party receiving the notice or request may designate another address or another person.

22.3    Waiver
The failure of either party to enforce at any time any of the provisions of the Agreement, to exercise any right herein provided or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a present or future waiver of such provisions nor in any way to affect the validity of the Agreement or any part hereof or the right of the other party thereafter to enforce each and every such provision. The express waiver by either party of any provision, condition or requirement of the Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

22.4    INTENTIONALLY LEFT BLANK

22.5    Certain Representations of the Parties

22.5.1    Buyer's Representations
The Buyer represents and warrants to the Seller:

(i)    the Buyer is a corporation organized and existing in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Agreement;
(ii)    neither the execution and delivery by the Buyer of this Agreement, nor the consummation of any of the transactions by the Buyer contemplated thereby, nor the performance by the Buyer of the obligations thereunder, constitutes a breach of any agreement to which the Buyer is a party or by which its assets are bound; and
(iii)    this Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms.

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22.5.2    Seller's Representations
The Seller represents and warrants to the Buyer:

(i)    the Seller is organized and existing in good standing under the laws of the Republic of France and has the corporate power and authority to enter into and perform its obligations under the Agreement;
(ii)    neither the execution and delivery by the Seller of this Agreement, nor the consummation of any of the transactions by the Seller contemplated thereby, nor the performance by the Seller of the obligations thereunder, constitutes a breach of any agreement to which the Seller is a party or by which its assets are bound; and
(iii)    this Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.

22.6    INTERPRETATION AND LAW

22.6.1    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
Each of the Seller and the Buyer (i) hereby irrevocably submits itself to the exclusive jurisdiction of the courts sitting in the Borough of Manhattan, New York County, New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defence or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defence based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.

THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS TRANSACTION.
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22.6.2    The Buyer for itself and its successors and assigns hereby designates and appoints the Secretary of the Buyer duly elected from time to time as its legal agent and attorney-in-fact upon whom all processes against the Buyer in any suit, action or proceeding in respect of any matter as to which it has submitted to jurisdiction under Subclause 22.6 may be served with the same effect as if the Buyer were a corporation organized under the laws of the State of New York and had lawfully been served with such process in such state, it being understood that such designation and appointments shall become effective without further action on the part of its Secretary.

22.6.3    The assumption in Subclause 22.6.1 made for the purpose of effecting the service of process shall not affect any assertion of diversity by either party hereto initiating a proceeding in the New York Federal Courts or seeking transfer to the New York Federal Courts on the basis of diversity.

22.6.4    Service of process in any suit, action or proceeding in respect of any matter as to which the Seller or the Buyer has submitted to jurisdiction under Subclause 22.6.1 may be made on the Seller by delivery of the same personally or by dispatching the same via Federal Express, UPS, or similar international air courier service prepaid to: CT Corporation, New York City offices as agent for the Seller, it being agreed that service upon CT Corporation shall constitute valid service upon the Seller or by any other method authorized by the laws of the State of New York, and (ii) may be made on the Buyer by delivery of the same personally or by dispatching the same by Federal Express, UPS, or similar international air courier service prepaid, return receipt requested to: Corporation Service Company, 80 State Street, Albany, New York 12207-2543, or by any other method authorized by the laws of the State of New York; provided in each case that failure to deliver or mail such copy shall not affect the validity or effectiveness of the service of process.

22.7    Confidentiality
Subject to any legal or governmental requirements of disclosure, the parties (which for this purpose shall include their employees, agents and advisors) shall maintain the terms and conditions of the Agreement and any reports or other data furnished hereunder strictly confidential. Without limiting the generality of the foregoing, the Buyer shall use reasonable efforts to limit the disclosure of the contents of the Agreement to the extent legally permissible in any filing required to be made by the Buyer with any governmental agency and shall make such applications as shall be necessary to implement the foregoing. The Seller agrees to provide to the Buyer, no less than fifteen (15) Business Days prior to the date by which the Buyer is required to make any such filing, provided
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however that the Buyer shall have given the Seller a minimum of thirty (30) days notice, a redacted version of the Agreement. The Buyer agrees to use such redacted version for filing of the Agreement with the Securities and Exchange Commission, and the Buyer’s filing shall include a request for confidential treatment of the Agreement. The Buyer and the Seller shall consult with each other prior to the making of any public disclosure or filing, permitted hereunder, of the Agreement or the terms and conditions thereof. The provisions of this Subclause 22.7 shall survive any termination of the Agreement.

22.8    [***]
[***]

22.9    Severability
In the event that any provision of the Agreement should for any reason be held to be without effect, the remainder of the Agreement shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of the Agreement prohibited or unenforceable in any respect.

22.10    Alterations to Contract
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written. This Agreement shall not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by both parties or by their fully authorized representatives.

22.11    Inconsistencies
In the event of any inconsistency between the terms of the Agreement and the terms contained in either (i) the Specification, or (ii) any other Exhibit attached to the Agreement, in each such case the terms of such Specification or Exhibit shall prevail over the terms of the Agreement. For the purpose of this Subclause 22.11, the term Agreement shall not include the Specification or any other Exhibit hereto.

22.12    Language
All correspondence, documents and any other written matters in connection with the Agreement shall be in English.

22.13    Headings
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All headings in the Agreement are for convenience of reference only and do not constitute a part of the Agreement.

22.14    Counterparts
This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).
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IN WITNESS WHEREOF, the Agreement was entered into as of the day and year first above written.


AIRBUS S.A.S.

                        /s/ John J. Leahy


By: John J. Leahy
Title: Chief Operating Officer, Customers



DELTA AIR LINES, INC.


/s/ Nathaniel J. Pieper

By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions
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Exhibit A-1
A330-300 AIRCRAFT STANDARD SPECIFICATION

The A330-300 Standard Specification is contained in a separate folder.


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Exhibit A-2
A350-900 AIRCRAFT STANDARD SPECIFICATION

The A350-900 Standard Specification is contained in a separate folder.
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Exhibit A-3
SCN LISTING FOR A330-900neo AIRCRAFT
Based on A330-300 Standard Specification, [***]

[***]

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2
PRIVILEGED AND CONFIDENTIAL
Exhibit A-3
[***]

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2
PRIVILEGED AND CONFIDENTIAL
Exhibit A-4
SCN LISTING FOR A350-900 AIRCRAFT
Based on A350-900 [***]

[***]


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Exhibit A-4
SCN LISTING FOR A350-900 AIRCRAFT
Based on A350-900 [***]

[***]





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Exhibit B-1

FORM OF A SPECIFICATION CHANGE NOTICE
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Exhibit B-1



SPECIFICATION CHANGE NOTICE

(SCN)

For
SCN Number
Issue    
Dated    
Page

Title :

Description :

Effect on weight :
    Manufacturer’s Weight Empty change :
    Operational Weight Empty change :
    Allowable Payload change :

Remarks / References


Specification changed by this SCN

This SCN requires prior or concurrent acceptance of the following SCN(s):

Price per aircraft

US DOLLARS:
AT DELIVERY CONDITIONS:

This change shall be effective on      AIRCRAFT N°     and subsequent,

provided approval is received by                 .

Buyer approval    Seller approval


By :    By :

Date :    Date :


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Exhibit B-1


SPECIFICATION CHANGE NOTICE

(SCN)

For

SCN Number
Issue    
Dated    
Page


Specification repercussion:
After contractual agreement with respect to weight, performance, delivery, etc, the indicated part of the specification wording shall read as follows:



























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Exhibit B-1


SPECIFICATION CHANGE NOTICE

(SCN)

For

SCN Number
Issue    
Dated    
Page


Scope of change (FOR INFORMATION ONLY)





























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Exhibit B-2
FORM OF A MANUFACTURER’S SPECIFICATION CHANGE NOTICE
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PRIVILEGED AND CONFIDENTIAL
Exhibit B-2

MANUFACTURER’S SPECIFICATION CHANGE NOTICE

(MSCN)

For

MSCN Number
Issue    
Dated    
Page

Title :

Description :




Effect on weight :
•    Manufacturer’s Weight Empty change :
•    Operational Weight Empty change :
•    Allowable Payload change :

Remarks / References

Specification changed by this MSCN

Price per aircraft

US DOLLARS:
AT DELIVERY CONDITIONS:


This change shall be effective on      AIRCRAFT N°     and subsequent,

provided MSCN is not rejected by             .


Buyer approval    Seller approval

By :    By :

Date :    Date :
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Exhibit B-2



MANUFACTURER’S SPECIFICATION CHANGE NOTICE

(MSCN)

For

MSCN Number
Issue    
Dated    
Page


Specification repercussion:
After contractual agreement with respect to weight, performance, delivery, etc, the indicated part of the specification wording shall read as follows:



























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Exhibit B-2



MANUFACTURER’S SPECIFICATION CHANGE NOTICE

(MSCN)

For

MSCN Number
Issue    
Dated    
Page


Scope of change (FOR INFORMATION ONLY)





























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PRIVILEGED AND CONFIDENTIAL
Exhibit B-3
FORM OF [***]


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PRIVILEGED AND CONFIDENTIAL
Exhibit B-3

[***]
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Exhibit D
AIRBUS PRICE REVISION FORMULA


1.    BASE PRICE
The A330-900neo Aircraft Base Price and the A350-900 Aircraft Base Price (each and “Aircraft Base Price”) quoted in Subclause 3.1.1 and 3.2.1, respectively, of the Agreement are subject to adjustment for [***].


2.    BASE PERIOD
The Aircraft Base Price has been established in accordance with [***].


3.    INDEXES
Labor Index: [***].

[***]

[***]

Material Index: [***].

[***]



4.    REVISION FORMULA
[***]

5.    GENERAL PROVISIONS
5.1    Roundings
The Labor Index average and the Material Index [***].

[***]

[***]

[***]
5.2    Substitution of Indexes for [***]
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Exhibit D
If:
(i)    [***], or
(ii)    [***], or
(iii)    [***];
[***].

[***]

[***]


5.3    Final Index Values
The Index values as defined in Clause 4 above shall be considered final [***].


5.4    Limitation
[***]

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Exhibit D
FORM OF CERTIFICATE OF ACCEPTANCE

In accordance with the terms of [clause [•]] of the purchase agreement dated [day] [month] [year] and made between [insert name of the party to the Purchase Agreement] (the “Buyer”) and Airbus S.A.S. as amended and supplemented from time to time (the “Purchase Agreement”), the technical acceptance tests relating to one Airbus A3[•]-[•] aircraft, bearing manufacturer’s serial number [•], and registration mark [•](the “Aircraft”) have taken place in [Blagnac/Hamburg].

In view of said tests having been carried out with satisfactory results, the Buyer, [hereby approves the Aircraft as being in conformity with the provisions of the Purchase Agreement and accepts the Aircraft for delivery in accordance with the provisions of the Purchase Agreement.

Such acceptance shall not impair the rights of the Buyer that may be derived from the warranties relating to the Aircraft set forth in the Purchase Agreement.

Any right at law or otherwise to revoke this acceptance of the Aircraft is hereby irrevocably waived.

IN WITNESS WHEREOF, the Buyer, has caused this instrument to be executed by its duly authorized representative this _____ day of [month], [year] in [Blagnac/Hamburg].

BUYER
Name:
Title:
Signature:






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Exhibit E
FORM OF BILL OF SALE

Know all men by these presents that Airbus S.A.S., a société par actions simplifiée existing under French law and having its principal office at 1 rond-point Maurice Bellonte, 31707 Blagnac Cedex, FRANCE (the “Seller”), is this [day] [month] [year] the owner of the title to the following airframe (the “Airframe”), the [engines/propulsion systems] as specified (the “[Engines/Propulsion Systems]”) and all appliances, components, parts, instruments, accessories, furnishings, modules and other equipment of any nature, excluding buyer furnished equipment (“BFE”), incorporated therein, installed thereon or attached thereto on the date hereof (the “Parts”):

AIRFRAME:
[ENGINES/PROPULSION SYSTEMS]:
AIRBUS Model A3[•]-[•]    
[Insert name of engine or propulsion system manufacturer] Model [•]
MANUFACTURER’S
SERIAL NUMBER:    [•]
ENGINE SERIAL NUMBERS:
LH: [•]
RH: [•]
REGISTRATION MARK:    [•]


[and [has] such title to the BFE as was acquired by it from [insert name of vendor of the BFE] pursuant to a bill of sale dated ___ [month] [year] (the “BFE Bill of Sale”)].

The Airframe, Engines/Propulsion Systems and Parts are hereafter together referred to as the “Aircraft”.

The Seller does this ___ day of [month] [year], sell, transfer and deliver all of its above described rights, title and interest in and to the Aircraft [and the BFE] to the following entity and to its successors and assigns forever, said Aircraft [and the BFE] to be the property thereof:

[Insert Name/Address of Buyer]
(the “Buyer”)

The Seller hereby warrants to the Buyer, its successors and assigns that it has[(i)] good and lawful right to sell, deliver and transfer title to the Aircraft to the Buyer and that there is conveyed to the Buyer good, legal and valid title to the Aircraft, free and clear of all liens, claims, charges, encumbrances and rights of others and that the Seller shall warrant and defend such title forever against all claims and demands whatsoever [and (ii) such title to the BFE as Seller has acquired from [insert name of vendor of the BFE] pursuant to the BFE Bill of Sale].

This Bill of Sale shall be governed by and construed in accordance with the laws of [same governing law as the Purchase Agreement].
CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh E 1/2
PRIVILEGED AND CONFIDENTIAL
Exhibit E

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized representative this _____ day of [month], [year] in [Blagnac/Hamburg].

AIRBUS S.A.S.

Name:    
Title:
Signature:


CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh E 2/2
PRIVILEGED AND CONFIDENTIAL
Exhibit F







EXHIBIT F









SELLER SERVICE LIFE POLICY



LIST OF ITEMS

CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh F 1/4
PRIVILEGED AND CONFIDENTIAL
Exhibit F
1.    The Items covered by the Service Life Policy pursuant to Subclause 12.2 are those Seller Items of primary and auxiliary structure described hereunder.

2.    WINGS - CENTER AND OUTER WING BOX (LEFT AND RIGHT)
2.1    Wing Structure
2.1.1    [***]
2.1.2    [***]
2.1.3    [***]

2.2    Fittings
2.2.1    [***]
2.2.2    [***]
2.2.3    [***]
2.2.4    [***]

2.3    Auxiliary Support Structure
2.3.1    [***]
2.3.1.1    [***]
2.3.1.2    [***]

2.3.2    [***]
2.3.2.1    [***]
2.3.2.2    [***]

2.3.3    [***]
2.3.3.1    [***]

2.3.3.2    [***]
CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh F 2/4
PRIVILEGED AND CONFIDENTIAL
Exhibit F

2.4    Pylon
2.4.1    [***]
2.4.1.1    [***]
2.4.1.2    [***]
2.4.1.3    [***]
2.4.1.4    [***]

3.    FUSELAGE
3.1    Fuselage structure
3.1.1    [***]
3.1.2    [***]
3.1.3    [***]
3.1.4    [***]
3.1.5    [***]
3.1.6    [***]
3.1.7    [***]
3.1.8    [***]

3.2    Fittings
3.2.1    [***]
3.2.2    [***]

3.2.3    [***]

CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh F 3/4
PRIVILEGED AND CONFIDENTIAL
Exhibit F
4.    STABILIZERS
4.1    Horizontal Stabilizer Main Structural Box
4.1.1    [***]
4.1.2    [***]
4.1.3    [***]
4.1.4    [***]
4.1.5    [***]
4.1.5.1    [***]
4.1.5.2    [***]

4.2    Vertical Stabilizer Main Structural Box
4.2.1    [***]
4.2.2    [***]
4.2.3    [***]
4.2.4    [***]
4.2.5    [***]
4.2.5.1    [***]
4.2.5.2    [***]

5.    [***]
[***]
CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh F 4/4
PRIVILEGED AND CONFIDENTIAL
Exhibit G-1







A330-900neo TECHNICAL DATA & SOFTWARE






























CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh G-1 1/5
PRIVILEGED AND CONFIDENTIAL
Exhibit G-1

A330-900neo TECHNICAL DATA & SOFTWARE


[***]

[***]

1.    [***]
[***]
1.1    [***]
[***]

[***]

[***]

1.2    [***]
[***]

[***]

[***]


2.    [***]
[***]

2.1    [***]
[***]

[***]
[***]

2.2    [***]
[***]

[***]


CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh G-1 2/5
PRIVILEGED AND CONFIDENTIAL
Exhibit G-1

3.    [***]
[***]

[***]

[***]

4.    [***]
4.1    [***].
4.2    [***]

5.    [***]
[***]



CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh G-1 3/5
PRIVILEGED AND CONFIDENTIAL
Exhibit G-2




A350-900 TECHNICAL DATA & SOFTWARE




CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh G-2 4/4
PRIVILEGED AND CONFIDENTIAL
Exhibit G-2

A350-900 TECHNICAL DATA & SOFTWARE

[***]

[***]


1.    [***]
[***]

1.1    [***]
[***]

1.2    [***]
[***]

[***]


2.    [***]
[***]

2.1    [***]
[***]

[***]

[***]

2.2    [***]
[***]
[***]


3.    [***]
[***]

[***]

CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh G-2 5/4
PRIVILEGED AND CONFIDENTIAL
Exhibit G-2

[***]


4.    [***]
4.1    [***]
[***]

5.    [***]
[***]


CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh G-2 6/4
PRIVILEGED AND CONFIDENTIAL
Exhibit H












EXHIBIT H




MATERIAL


SUPPLY AND SERVICES


CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh H 1/12
PRIVILEGED AND CONFIDENTIAL
Exhibit H
1.    GENERAL
1.1    Scope
1.1.1    This Exhibit H sets forth the terms and conditions for the support and services offered by the Seller to the Buyer with respect to Material (as defined below).
1.1.2    References made to Articles shall be deemed to refer to articles of this Exhibit H unless otherwise specified.
1.1.3    For purposes of this Exhibit H:
(i)    The term “Supplier” shall mean any supplier providing any of the Material listed in Article 1.2.1 and the term “Supplier Part” shall mean an individual item of Material.
(ii)    The term “SPEC 2000” means the “E-Business Specification for Materials Management” document published by the Air Transport Association of America.

1.2    Material Categories
1.2.1    Each of the following constitutes “Material” for purposes of this Exhibit H:
(i)    Seller parts;
(ii)    Supplier Parts classified as Repairable Line Maintenance Parts (as defined in SPEC 2000);
(iii)    Supplier Parts classified as Expendable Line Maintenance Parts (as defined in SPEC 2000);
(iv)    Seller and Supplier ground support equipment and specific-to-type tools.
where “Seller Parts” means Seller’s proprietary parts bearing a part number of the Seller or for which the Seller has the exclusive sales rights.

1.2.2    [***]

1.3    Term
During a period commencing on the date hereof and continuing [***], the Seller shall maintain, or cause to be maintained, a reasonable stock of Seller Parts.

The Seller shall use reasonable efforts to obtain a similar service from all Suppliers of Suppliers parts originally installed on an Aircraft at Delivery.

CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh H 2/12
PRIVILEGED AND CONFIDENTIAL
Exhibit H

1.4    Airbus Material Store

1.4.1    US Spares Center
The Seller has established and shall maintain or cause to be maintained, during the Term, a spare parts warehouse located in the United States (the “US Spares Center”). The US Spares Center shall be operated twenty-four (24) hours per day, seven (7) days per week, for the handling of AOG and critical orders for Seller Parts

1.4.2    Material Support Center, Germany
The Seller has established its material handling headquarters in Hamburg, Germany (the “Airbus Material Center”) and shall, during the Term, maintain, or have maintained on its behalf, a central store of Seller Parts. The Airbus Material Center shall be operated twenty-four (24) hours per day, seven (7) days per week.

1.4.3    Other Points of Shipment
1.4.3.1    In addition to the US Spares Center and the Airbus Material Center, the Seller and its Affiliates operate a global network of regional satellite stores (the “Regional Satellite Stores”). A list of such stores shall be provided to the Buyer upon the Buyer’s request.
1.4.3.2    Subject to Article 1.4.1, the Seller reserves the right to effect deliveries from distribution centers other than the US Spares Center or the Airbus Material Center, which may include the Regional Satellite Stores or any other production or Supplier’s facilities.

1.5    Customer Order Desk
The Seller operates a “Customer Order Desk”, the main functions of which are:
        
(i)    Management of order entries for all priorities, including Aircraft On Ground (“AOG”);
(ii)    Management of order changes and cancellations;
(iii)    Administration of Buyer’s routing instructions;
(iv)    Management of Material returns;
(v)    Clarification of delivery discrepancies;

(vi)    Issuance of credit and debt notes.


CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh H 3/12
PRIVILEGED AND CONFIDENTIAL
Exhibit H
The Buyer hereby agrees to communicate its orders for Material to the Customer Order Desk either in electronic format (SPEC 2000) or via the Internet.

1.6    Commitments of the Buyer
1.6.1    During the Term, the Buyer [***]
(i)    [***],
or

(ii)    [***].
1.6.2    [***]
1.6.2.1    [***]
1.6.2.2    [***]


1.6.2.3    [***]
1.6.2.4    [***]

2.    INITIAL PROVISIONING
2.1    Period
The initial provisioning period commences with the [***] (“Initial Provisioning Period”).

2.2    Pre-Provisioning Meeting
2.2.1    The Seller shall organize a pre-provisioning meeting at the US Spares Center or at the Airbus Material Center, or at any other agreed location, for the purpose of setting an acceptable schedule and working procedure for the preparation of the initial issue of the Provisioning Data and the Initial Provisioning Conference referred to in Articles 2.3 and 2.4 below (the “Pre-Provisioning Meeting”).
During the Pre-Provisioning Meeting, the Seller shall familiarize the Buyer with the provisioning processes, methods and formulae of calculation and documentation.

2.2.2    The Pre-Provisioning Meeting shall take place on an agreed date that is no later than [***] prior to Scheduled Delivery Month of the first Aircraft, allowing a minimum preparation time of [***] for the Initial Provisioning Conference.

CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh H 4/12
PRIVILEGED AND CONFIDENTIAL
Exhibit H

2.3    Initial Provisioning Conference
The Seller shall organize an initial provisioning conference at the US Spares Center or at the Airbus Material Center (the “Initial Provisioning Conference”), the purpose of which shall be to agree the material scope and working procedures to accomplish the initial provisioning of Material (the “Initial Provisioning”).

The Initial Provisioning Conference shall take place at the earliest [***].

2.4    Provisioning Data
2.4.1    Provisioning data generally in accordance with SPEC 2000, Chapter 1, for Material described in Articles 1.2.1 (i) through 1.2.1 (iii) (“Provisioning Data”) shall be supplied by the Seller to the Buyer in the English language, in a format and timeframe to be agreed during the Pre-Provisioning Meeting.
2.4.1.1    Unless a longer revision cycle has been agreed, the Provisioning Data shall be revised [***] up to the end of the Initial Provisioning Period.
2.4.1.2    The Seller shall ensure that Provisioning Data is provided to the Buyer in time to permit the Buyer to perform any necessary evaluation and to place orders in a timely manner.
2.4.1.3    Provisioning Data generated by the Seller shall comply with the configuration of the Aircraft as documented [***] before the date of issue.
This provision shall not cover:

(i)    Buyer modifications not known to the Seller, or
(ii)    other modifications not approved by the Seller’s Aviation Authorities.

2.4.2    Supplier-Supplied Data
Provisioning Data relating to each Supplier Part (both initial issue and revisions) shall be produced by Supplier thereof and may be delivered to the Buyer either by the Seller or such Supplier. It is agreed and understood by the Buyer that the Seller shall not be responsible for the substance, accuracy or quality of such data. Such Provisioning Data shall be provided in either SPEC 2000 format or any other agreed format.

2.4.3    Supplementary Data
The Seller shall provide the Buyer with data supplementary to the Provisioning Data, comprising local manufacture tables, ground support equipment, specific-to-type tools and a pool item candidate list.

CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh H 5/12
PRIVILEGED AND CONFIDENTIAL
Exhibit H

2.5    Commercial Offer
Upon the Buyer’s request, the Seller shall submit a commercial offer for Initial Provisioning Material which shall include a delivery date for such Initial Provisioning Material.

2.6    Delivery of Initial Provisioning Material
2.6.1    During the Initial Provisioning Period, Initial Provisioning Material shall conform to the latest known configuration standard of the Aircraft for which such Material is intended as reflected in the Provisioning Data transmitted by the Seller.
2.6.2    The delivery of Initial Provisioning Material shall take place (i) according to the conditions specified in the commercial offer mentioned in Article 2.5 and (ii) at a location designated by the Buyer.
2.6.3    All Initial Provisioning Material shall be packaged in accordance with ATA 300 Specification.
2.7    [***]
(a)    [***]
(b)    [***]
(c)    [***]
(d)    [***]
(e)    [***]
(f)    [***]
(g)    [***]

3.    OTHER MATERIAL SUPPORT
As of the date hereof, the Seller currently offers various types of parts support through the Customer Services Catalog on the terms and conditions set forth therein from time to time, including, but not limited to the lease of certain Seller Parts, the repair of Seller Parts and the sale or lease of ground support equipment and specific-to-type tools.

4.    WARRANTIES
4.1    Seller Parts

CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh H 6/12
PRIVILEGED AND CONFIDENTIAL
Exhibit H
Subject to the limitations and conditions as hereinafter provided, the Seller warrants to the Buyer that all Seller Parts, sold under this Exhibit H shall at delivery to the Buyer:

(i)    be free from defects in material.
(ii)    be free from defects in workmanship, including without limitation processes of manufacture.
(iii)    be free from defects in design having regard to the state of the art of such design; and
(iv)    be free from defects arising from failure to conform to the applicable specification for such part.

4.1.2    Warranty Period    
4.1.2.1    The warranty period for Seller Parts is [***] from delivery of such parts to the Buyer.
4.1.2.2    Whenever any Seller Part that contains a defect for which the Seller is liable under Article 4.1 has been corrected, replaced or repaired pursuant to the terms of this Article 4.1, the period of the Seller’s warranty with respect to such corrected, repaired or replacement Seller Part, as the case may be, [***].

4.1.3    Buyer’s Remedy and Seller’s Obligation
The Buyer’s remedy and the Seller’s obligation and liability under this Article 4.1 are limited to the repair, replacement or correction, at the Seller’s expense and option, of any Seller Part that is defective.

The Seller may alternatively furnish to the Buyer’s account with the Seller a credit equal to the price of such Seller Part.

The provisions of Subclauses 12.1.5 through 12.1.10 of the Agreement shall apply to claims made pursuant to this Article 4.1.

4.2    Supplier Parts
With respect to Supplier Parts to be delivered to the Buyer under this Exhibit H, the Seller agrees to transfer to the Buyer the benefit of any warranties, which the Seller may have obtained from the corresponding Suppliers and the Buyer hereby agrees that it shall accept the same.

4.3    Waiver, Release and Renunciation

CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh H 7/12
PRIVILEGED AND CONFIDENTIAL
Exhibit H
THIS ARTICLE 4 (INCLUDING ITS SUBPARTS) SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS EXHIBIT H OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY SELLER PART, MATERIAL, LEASED PART, OR SERVICES DELIVERED BY THE SELLER UNDER THIS EXHIBIT H.

THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS ARTICLE 4 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE SELLER PARTS, MATERIALS, LEASED PARTS, OR SERVICES SUPPLIED UNDER THIS EXHIBIT H. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER AND ITS SUPPLIERS, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY SELLER PART, MATERIAL, LEASED PART, OR SERVICES DELIVERED BY THE SELLER UNDER THIS EXHIBIT H, INCLUDING BUT NOT LIMITED TO:

(1)    ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;

(2)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

(3)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

(4)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

(5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

(6)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;

(7)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh H 8/12
PRIVILEGED AND CONFIDENTIAL
Exhibit H

(a)    LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THE AGREEMENT;

(b)    LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THE AGREEMENT;

(c)    LOSS OF PROFITS AND/OR REVENUES;

(d)    ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

THE WARRANTIES PROVIDED BY THIS EXHIBIT H SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS ARTICLE 4 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS ARTICLE 4 SHALL REMAIN IN FULL FORCE AND EFFECT.

FOR THE PURPOSES OF THIS ARTICLE 4, THE “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS, SUBCONTRACTORS AND AFFILIATES.

4.4    Duplicate Remedies
The remedies provided to the Buyer under this Article 4 as to any part thereof are mutually exclusive and not cumulative. The Buyer shall be entitled to the remedy that provides the maximum benefit to it, as the Buyer may elect, pursuant to the terms and conditions of this Article 4 for any particular defect for which remedies are provided under this Article 4; provided, however, that the Buyer shall not be entitled to elect a remedy under one part of this Article 4 that constitutes a duplication of any remedy elected by it under any other part hereof for the same defect. [***]

5.    COMMERCIAL CONDITIONS
5.1    Delivery Terms
All Material prices are quoted on the basis of Free Carrier (FCA) delivery terms, without regard to the place from which such Material is shipped. The term “Free Carrier (FCA)” is as defined in the Incoterms 2010 publication issued by the International Chamber of Commerce,

5.2    Payment Procedures and Conditions
All payments under this Exhibit H shall be made in accordance with the terms and conditions set forth in the then current Customer Services e-Catalog.

CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh H 9/12
PRIVILEGED AND CONFIDENTIAL
Exhibit H

5.3    Title
Title to any Material purchased under this Exhibit H shall remain with the Seller until full payment of the invoices and interest thereon, if any, has been received by the Seller.

The Buyer hereby undertakes that Material title to which has not passed to the Buyer, shall be kept free from any debenture or mortgage or any similar charge or claim in favour of any third party.

5.4    [***]
[***]

6.    EXCUSABLE DELAY
[***]

7.    [***]

8.    INCONSISTENCY
In the event of any inconsistency between this Exhibit H and the Customer Services Catalog or any order placed by the Buyer, this Exhibit H shall prevail to the extent of such inconsistency.

























CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx
Exh H 10/12
PRIVILEGED AND CONFIDENTIAL
Exhibit I








EXHIBIT I

LICENSES AND ON LINE SERVICES








Part 1 END-USER LICENSE AGREEMENT FOR AIRBUS SOFTWARE
Part 2
END-USER SUBLICENSE AGREEMENT FOR SUPPLIER SOFTWARE

Part 3 END-USER SUBLICENSE AGREEMENT FOR ACS SUPPLIER SOFTWARE









Exhibit I

PART 1


END-USER LICENSE AGREEMENT FOR AIRBUS SOFTWARE


1
DEFINITIONS

For the purposes of this end-user license agreement for Airbus software (the “Software License”) the following definitions shall apply:

“Agreement” means the Purchase Agreement of even date herewith entered into between the Licensee and the Licensor covering the purchase and sale of the Aircraft subject thereof.

“Airbus Software” means each of the Licensor’s proprietary computer programs including database(s) and /or data if applicable and Updates as may be provided by the Licensor from time to time. The Airbus Software shall be supplied only for use in connection with the Aircraft or with operations related to the Aircraft [***]. The Airbus Software shall be either:

• Airbus Part 25 and/or FAR 25 certified software that are installed on board the Aircraft and bear a part number of the Licensor, excluding any software embedded in any component, furnishing or equipment installed on the Aircraft and itself bearing a part number (“On Board Certified Software”).

• Software provided by Airbus and intended to be used on ground or that are installed on board the Aircraft and that are not Part 25 and/or FAR 25 certified - whether or not bearing a part number of the Licensor - excluding any software embedded in any component, furnishing or equipment installed on the Aircraft and itself bearing a part number (“Software Product”) either:
◦    delivered in binary code to be installed and used on the Licensee hardware (“Standard License”), or
◦    delivered as a service where the Licensee will be authorized to use the Airbus Software through a network connection (“Saas License”).

“Aircraft” means, individually or collectively, the Aircraft subject of the Agreement.

“Documentation” means documents, provided together with the Airbus Software, which describe the main features of the Airbus Software and how to use it.

“Licensee” means the Buyer under the Agreement.

“Licensor” means the Seller under the Agreement.


Exhibit I
“Open Source Software” means software that is [***] distributed under a licence which is considered either by the “Free Software Foundation” as a free software licence or the “Open Source Initiative” as an open source software licence or any similar license [***]. It is hereby acknowledged and agreed by the Licensor and the Licensee that such open source software shall be distributed by the Licensor on an "As Is" basis under their own


license terms and conditions and not under this Software License. The Licensor disclaims any liability in relation to such open source software.

“Permitted Purpose” means use of the Airbus Software by the Licensee for the exclusive purpose the Airbus Software was designed for and for its own internal business needs, solely in conjunction with the Aircraft and in particular pertaining to (i) operation of the Aircraft; (ii) on ground operational support of the Aircraft.

“Sublicensor” means Airbus Americas Customer Services, Inc.

“Third Party Products” means any third party computer program, database or component that the Licensor [***] purchases or licenses from any third party and distributed to the Licensee either as a sublicense or as a direct license from such third party, under its own license terms and conditions and not under this Software License [***]. The Licensor disclaims any liability in relation to such third party products.

“Update(s)” means any update(s) or replacement(s) to the Airbus Software licensed hereunder, which the Licensor, at its discretion, makes generally available to the Licensee.

Capitalized terms used herein and not otherwise defined in this Software License shall have the meaning assigned thereto in the Agreement.


2
LICENSE

In consideration of the purchase by the Licensee of the Aircraft [***] the Licensor, hereby grants the Licensee [***]. The Licensor shall remain the owner of all intellectual property rights in the Airbus Software.

The Licensee hereby acknowledges that it is aware that Airbus Software may incorporate some Third Party Products or Open Source Software components. The Licensee hereby agrees to be bound by the licensing terms and conditions applicable

Exhibit I
to such Third Party Products or Open Source Software to the extent the same are made available by the Licensor through AirbusWorld.

[***]

3
ASSIGNMENT AND DELEGATION

3.1
Assignment

3.1.1
On Board Certified Software

The Licensee may at any time assign or otherwise transfer all or part of its rights pertaining to any On Board Certified Software under this Software License only as part of, and to the extent of, a sale, transfer or lease of each Aircraft on which such On Board Certified Software is installed. The Licensee shall assign as many Software Licenses as the number of sold, transferred or leased Aircraft and shall retain all other Software Licenses attached to any Aircraft that the Licensee continues to operate.


In the event of any such assignment or transfer, the Licensee shall transfer the copies of the Airbus Software attached to the sold, transferred or leased Aircraft (including all component parts, media, any upgrades or backup copies and, if applicable, certificate(s) of authenticity), except as otherwise instructed by the Licensor with respect to the logistics of such transfer.

3.1.2
Software Products

Save as otherwise set forth in the Agreement, the right to use any Software Product is personal to the Licensee, for its own internal use, and is non-transferable, except with the Licensor’s or the Sublicensor’s prior written consent, in which case the Licensee shall cause the assignee or sub-licensee to agree to the terms of this Software License.


3.2
Delegation

(i) Without prejudice to Article 6 (a) hereof, in the event of the Licensee intending to designate a maintenance and repair organization or a third party to perform the

Exhibit I
maintenance of the Aircraft or to perform data processing or any other service on its behalf through use of the Airbus Software (each a “Service Provider”), the Licensee shall have the right to do so (subject to paragraph 3.2 (ii)) below by providing notice to the Sublicensor of such intention prior to any disclosure of this Software License and/or the Airbus Software to such Service Provider.

(ii) The Licensee hereby undertakes to cause such Service Provider to agree to be bound by the conditions and restrictions set forth in this Software License with respect to the Airbus Software and shall in particular cause such Service Provider to enter into an appropriate license agreement with the Sublicensor, [***].


4
COPIES

Use of the On Board Certified Software or Software Product delivered as Standard License is limited to the number of copies delivered by the Licensor to the Licensee and to the medium on which the Airbus Software is delivered. No reproduction shall be made without the prior written consent of the Sublicensor, except that the Licensee is authorized to make, under its sole responsibility, a back-up copy for archiving purposes. Such back-up copy shall contain Licensor’ proprietary rights notice as it appears on the original copy.


5
TERM

5.1
On Board Certified Software

The rights under this Software License related to On Board Certified Software shall be granted from the date of Delivery of the applicable Aircraft until the earlier of: (i) such Aircraft definitively ceasing to be operated, in which case the license rights to Airbus Software related to such Aircraft shall be deemed terminated on the date of the last


operation thereof by the Licensee or any of its assignees, or (ii) this Software License being terminated as set forth herein, in which case the Licensee shall immediately cease to use the On Board Certified Software.

5.2
Software Products


Exhibit I
Subject to the payment of the license fee as applicable, the rights under this Software License related to Software Products shall be granted from the date of first delivery or availability of the Software Product as applicable until the earlier of: (i) the Licensee no longer owning or operating any Aircraft, or (ii) this Software License being terminated as set forth herein.

6
CONDITIONS OF USE

The Airbus Software shall only be used for the Permitted Purpose.

Except as expressly set forth herein, the Licensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs.

The Licensee expressly acknowledges that it shall take all appropriate precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the Documentation or any supplemental directive regarding the use of the Airbus Software.

Under the present Software License, the Licensee shall:

a) not permit any parent, subsidiary, affiliate, agent or third party to use the Airbus Software in any manner not permitted by this Software License, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the prior written consent from the Sublicensor;

b) do its utmost to maintain the Airbus Software and the Documentation in good working condition, in order to ensure the correct operation thereof;

c) use the Airbus Software in accordance with its Documentation and ensure that the personnel using the Airbus Software has received appropriate training;

d) use the Airbus Software exclusively in the technical environment defined in the applicable Documentation, except as otherwise agreed in writing between the parties;

e) except as permitted by applicable law, not alter, reverse engineer, modify, correct, translate, disassemble, decompile or adapt the Airbus Software, nor integrate all or part of the Airbus Software in any manner whatsoever into another software product, nor create a software product derived from the Airbus Software save with the Licensor’s prior written approval.

f) should the Licensor or the Sublicensor have elected to provide the source code to the Licensee, have the right to study and test the Airbus Software, under conditions to

Exhibit I
be expressly specified by the Licensor or the Sublicensor, but in no event shall the Licensee have the right to correct, modify or translate the Airbus Software;

g) except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and the declared sites;

h) not attempt to discover or re-write the Airbus Software source codes in any manner whatsoever;

i) not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights in the Airbus Software;

j) except as permitted hereunder, not pledge, sell, distribute, grant, sublicense, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization of the Airbus Software, whether in whole or in part, for the benefit of a third party. With respect to Software Products intended for use on ground, the Licensor shall be entitled, subject to providing reasonable prior written notice thereof to the Licensee, to verify at the Licensee’s facilities whether the conditions specified in the present Software License are fulfilled.


7
TRAINING

In addition to the Documentation provided with the Airbus Software, training and other assistance may be provided upon the Licensee’s request, subject to the conditions set forth in the Agreement. Such assistance or training shall not operate to relieve the Licensee of its sole responsibility with respect to the use of the Airbus Software under this Software License.


8
PROPRIETARY RIGHTS - RIGHT TO CORRECT AND MODIFY


8.1    The ACS Supplier Software is proprietary to the ACS Supplier and the ACS Sublicensor represents and warrants that it has been granted the intellectual property rights necessary to grant this ACS Software Sublicense. The copyright and all other proprietary rights in the ACS Supplier Software are and shall remain the property of the ACS Supplier.

8.2    The ACS Supplier may correct or modify its ACS Supplier Software from time to time at its sole discretion and the ACS Sublicensee shall not undertake any correction or modification of the ACS Supplier Software without the Sublicensor’s or the ACS Sublicensor’s prior written approval. The ACS Sublicensee shall install any Updates provided either by the ACS Supplier or the ACS Sublicensor in accordance with the time schedule notified with the provision of such Update(s). In the event of the ACS Sublicensee failing to install any such Update(s), both the ACS Sublicensor and the ACS Supplier shall be relieved of any warranty or liability of any kind with respect to the conformity or operation of the ACS Supplier Software.


Exhibit I
9
COPYRIGHT [***] INDEMNITY

9.1
Indemnity

9.1.1
Subject to the provisions of Article 9.2.3, the Licensor and/or the Sublicensor shall defend and indemnify the Licensee, [***] from and against any [***], damages, costs and expenses including legal costs (excluding damages, costs, expenses, loss of profits and other liabilities in respect of or resulting from loss of use of the Aircraft) resulting from any infringement, or claim of infringement, by any Airbus Software provided by the Licensor or the Sublicensor, [***] of any copyright [***], provided that the Licensor's and Sublicensor’s obligation to indemnify shall be limited to infringements in countries which, at the time of the infringement or alleged infringement, are members of The Berne Convention and recognize computer software as a "work" under the Berne Convention.

9.1.2
[***], in the event that the Licensee is prevented from using the Airbus Software for infringement of a copyright [***] referred to in Article 9.1.1 (whether by a valid judgment of a court of competent jurisdiction or by a settlement arrived at between claimant, Licensor and Licensee), the Licensor and/or the Sublicensor shall at its expense either:

(i)
procure for the Licensee the right to use the same free of charge to the Licensee; or

(ii)
[***] replace the infringing part of the Airbus Software as soon as possible with a non-infringing substitute complying in all other respects with the requirements of this Software License.

9.2
Administration of Copyright [***] Indemnity Claims

9.2.1
If the Licensee receives a written claim or a suit is threatened or commenced against the Licensee for infringement of a copyright [***] referred to in Article 9.1 as a result of the use of the Airbus Software, the Licensee shall:


Exhibit I
(i)
forthwith notify the Licensor giving particulars thereof;

(ii)
furnish to the Licensor all data, papers and records within the Licensee’s control or possession relating to such claim or suit;

(iii)
refrain from admitting any liability or making any payment or assuming any expenses, damages, costs or royalties or otherwise acting in a manner prejudicial to the defense or denial of such suit or claim provided always that nothing in this sub-Article (iii) shall prevent the Licensee from paying such sums as may be required in order to obtain the release of the Aircraft, provided such payment is accompanied by a denial of liability and is made without prejudice;

(iv)
fully co-operate with, and render all such assistance to the Licensor as be may be pertinent to the defense or denial of the suit or claim;

(v)
act in such way as to mitigate damages and/or reduce the amount of royalties that may be payable as well as to minimize costs and expenses.

9.2.2
The Licensor or Sublicensor shall be entitled, either in its own name or on behalf of the Licensee, to conduct negotiations with the party or parties alleging infringement and may assume and conduct the defense or settlement of any suit or claim in the manner, which it deems proper.

9.2.3
The Licensor’s and the Sublicensor’s obligations and the Licensee’s remedies hereunder are dependent upon the strict and timely compliance by the Licensee with the terms of this Clause 9 and of Clauses 6(e), 6(h), 6(i) and 8.2, [***] are exclusive and in substitution for, and the Licensee hereby waives, releases and renounces all other obligations and liabilities of the Licensor and the Sublicensor and rights, claims and remedies of the Licensee against the Licensor and the Sublicensor, express or implied, arising by law or otherwise with respect to any infringement or claim of infringement of any copyright [***].




Exhibit I
10
CONFIDENTIALITY

The Airbus Software, this Software License and their contents [***] are designated as confidential [***]. The [***] not to disclose the [***] Information or any parts thereof [***] to any third party without the prior written consent of the [***], without prejudice to any provisions set forth in the Agreement. In so far as it is necessary to disclose aspects of the [***] Information [***], such disclosure is permitted solely for the purpose of [***] and only to those employees who need to know the same. [***] required pursuant to an enforceable court order or any [***] or regulatory [***], provided that reasonable prior notice of the intended disclosure is provided to the other party.

The obligations of the [***] to maintain confidentiality shall survive the termination of this Software License for a period of ten (10) years.


11
ACCEPTANCE

Acceptance of the On Board Certified Software shall occur as part of the Technical Acceptance Process set out in Clause 8 of the Agreement.

Software Products shall be deemed accepted upon delivery thereof unless otherwise specifically provided for in the Agreement.

12
WARRANTY

12.1
On Board Certified Software

[***]

12.2
Software Products

The Licensor warrants that Software Products shall perform substantially in accordance with its current Documentation.


Should the Software Product be found not to conform to its current Documentation, the Licensee shall notify the Sublicensor promptly but no later than two (2) months after delivery or availability of the Software Product or the Update that caused the

Exhibit I
nonconformity, as applicable. The sole and exclusive liability of the Licensor, as the consequence of such non-conformity, shall be to take reasonable, proper and prompt steps to correct and/or replace the Software Product at its own expense.


12.3
The Licensor and the Sublicensor shall be relieved of any obligations under Articles 12.1 and 12.2 to the extent of:

(i) Airbus Software defects or non-conformities caused by alterations or modifications to the Airbus Software carried out without the prior approval of the Licensor;
(ii) Airbus Software defects or non-conformities caused by negligence of the Licensee or other causes [***];
(iii) Failure of the Licensee to install any Update in accordance with Article 8 hereof;
(iv) Airbus Software defects or non-conformities caused by errors in or modifications of or updates to operating systems, databases or other software or hardware with which the Airbus Software interfaces, where such elements have not been provided by the Licensor [***].

The Licensee shall be responsible for the cost and expense of any correction services provided by the Licensor to the extent resulting from any of the foregoing exclusions. Such correction services shall be subject to the then applicable commercial conditions.

12.4
Waiver, release and renunciation

THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LICENSOR (AS DEFINED BELOW FOR THE PURPOSES OF THIS CLAUSE) AND REMEDIES OF THE LICENSEE THAT ARE SET FORTH IN THIS SOFTWARE LICENSE OR ANY REFERENCED AGREEMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE LICENSEE HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LICENSOR AND RIGHTS, CLAIMS AND REMEDIES OF THE LICENSEE AGAINST THE LICENSOR, EXPRESS OR IMPLIED, ARISING BY LAW, CONTRACT OR OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT OF ANY KIND IN ANY AIRBUS SOFTWARE AND AIRBUS SOFTWARE-RELATED SERVICES DELIVERED UNDER THE AGREEMENT AND/OR THIS SOFTWARE LICENSE, INCLUDING BUT NOT LIMITED TO:

(A) ANY WARRANTY AGAINST HIDDEN DEFECTS;

(B) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

(C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;


Exhibit I
(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER IN CONTRACT OR IN TORT AND WHETHER OR NOT ARISING FROM THE LICENSOR’S NEGLIGENCE, ACTUAL OR IMPUTED; AND

(E) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICES DELIVERED UNDER THE AGREEMENT, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS SOFTWARE LICENSE SHALL REMAIN IN FULL FORCE AND EFFECT.

FOR THE PURPOSES OF THIS ARTICLE 12, “THE LICENSOR” SHALL BE UNDERSTOOD TO INCLUDE THE LICENSOR AND THE SUB-LICENSOR AND, ANY OF THEIR SUPPLIERS AND SUBCONTRACTORS, THEIR AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.

Other than its confidentiality obligations, the Licensor shall have no liability for data that is entered into the Airbus Software by the Licensee and/or used for computation purposes.


13
LIMITATION OF LIABILITY

[***]

14
EXCUSABLE DELAYS


Exhibit I
14.1
The Licensor shall not be responsible nor be deemed to be in default on account of delays in delivery of any Airbus Software or Update due to causes reasonably beyond the Licensor’s or its subcontractors’ control including but not limited to: natural disasters, fires, floods, explosions or earthquakes, epidemics or quarantine restrictions, serious accidents, total or constructive total loss, any act of the government of the country of the Licensee or the governments of the countries of Licensor or its subcontractors, war, insurrections or riots, failure of transportation, communications or services, strikes or labor troubles causing cessation, slow down or interruption of services, inability after due and timely diligence to procure materials, accessories, equipment or parts, failure of a subcontractor or supplier to furnish materials, accessories, equipment or parts due to causes reasonably beyond such subcontractor's or supplier's control or failure of the Licensee to comply with its obligations arising out of the present Software License.

14.2
The Licensor shall, as soon as practicable after becoming aware of any delay falling within the provisions of this Article, notify the Licensee of such delay and of the probable extent thereof and shall, subject to the conditions as hereinafter provided and as soon as practicable after the removal of the cause or causes for delay, resume delivery of the delayed Airbus Software or Update.

For the avoidance of doubt, nothing in this Clause 14 shall be deemed to modify or limit Clause 10 of the Agreement

15
TERMINATION

15.1
[***]

15.2
[***]

[***]

15.3
[***]

(a)
[***]


Exhibit I
(b)
[***]

(c)
[***]

[***]

15.4
In the event of termination by Licensee pursuant to Clause 15.1 or termination by Licensor or Sublicensor pursuant to Clause 15.2 or 15.3(b) or 15.3(c), the Licensee shall no longer have any right to use the Airbus Software that is subject to such termination and shall return to the Sublicensor all copies of the subject Airbus Software and any relating Documentation.

16
GENERAL PROVISIONS

16.1
This Software License is an Exhibit to the Agreement and integrally forms part thereof. As a result, any non-conflicting terms of the Agreement are deemed incorporated herein to the extent they are relevant in the context of this Software License.

16.2
Notwithstanding the terms of Clause 22.10 of the Agreement, in the event of any inconsistency or discrepancy between any term of this Software License and any term of the Agreement (including any other Exhibit or Appendices thereto or other Parts of this Exhibit I), the terms of this Software License shall take precedence over the conflicting terms of the Agreement to the extent necessary to resolve such inconsistency or discrepancy.

16.3
THIS SOFTWARE LICENSE SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

Each of the Sublicensor and Licensor (i) hereby irrevocably submits itself to the exclusive jurisdiction of the courts sitting in the Borough of Manhattan, New York County, New York, for the purposes of any suit, action or other proceeding arising out of this Software License, the subject matter hereof or any of the transactions

Exhibit I
contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defence or otherwise, in any such suit, action or proceeding, to the extent permitted

by applicable law, any defence based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Software License or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.

16.4
[***]

16.5
[***]

PART 2


END-USER SUBLICENSE AGREEMENT FOR SUPPLIER SOFTWARE


1
DEFINITIONS

For the purposes of this end-user sublicense agreement for Supplier Software (the “Software Sublicense”) the following definitions shall apply:

“Agreement” means the Purchase Agreement of even date herewith covering the purchase and sale of the Aircraft subject thereof.

“Aircraft” means, individually or collectively, the Aircraft subject of the Agreement.

“Composite Work” means the package composed of various elements, such as database(s), software or data, and which necessitates the use of the Supplier Software.

“Permitted Purpose” means use of the Supplier Software by the Sublicensee for its own internal business needs, solely in conjunction with the Aircraft and in particular pertaining to (i) operation of the Aircraft; (ii) on ground operational support of the Aircraft; or (iii) related authorized customization of software.

“Sublicensee” means the Buyer under the Agreement.

Exhibit I

“Sublicensor” means the Seller under the Agreement as authorized by the Supplier to sublicense the Supplier Software to the operators of Airbus aircraft.

“Sub-Sublicensor” means Airbus Americas Customer Services, Inc.

“Supplier” means each of the Sublicensor’s suppliers owning the intellectual property rights in the corresponding Supplier Software (or holding the right to authorize the Sublicensor to sublicense such Supplier Software) and having granted to the Sublicensor the right to sublicense such Supplier Software.

“Supplier Product Support Agreement” shall have the meaning set forth in Clause 17.1.2 of the Agreement.

“Supplier Software” means each of the Supplier’s proprietary products including Composite Work, configurations, processes, rules (together with any related documentation) as well as any modifications, enhancements or extensions thereto, as may be provided by the Supplier or the Sublicensor from time to time and the supply of which to the Sublicensee is governed by a Supplier Product Support Agreement. The Supplier Software shall be supplied in machine-readable code form only, for use in connection with the Aircraft or operations related to the Aircraft. For the avoidance of doubt, this Software Sublicense does not apply to (i) any software embedded in any component, furnishing or equipment installed on the Aircraft and itself bearing a partnumber (ii) third party software not provided under a Supplier Product Support Agreement, including but not limited to any standard, “off the shelf” software (Components Off The Shelf/COTS) and (iii) open source software contained in the Supplier Software, if any, and it is hereby acknowledged and agreed by both parties hereto that such open source software is independently distributed on an “as is” basis under the respective license terms therefor, and that the Sublicensor and Sub-Sublicensor disclaims any liability in relation to such open source software.

“Update(s)” means any update(s) or replacement(s) to the Supplier Software licensed hereunder, which the Sublicensor or the Supplier, at their discretion, make generally available to the Sublicensee.

“User Guide” means the documentation, which may be in electronic format, designed to assist the Sublicensee in using the Supplier Software.

Capitalized terms used herein and not otherwise defined in this Software Sublicense shall have the meaning assigned thereto in the Agreement.



Exhibit I
2
LICENSE

In consideration of the purchase by the Sublicensee of the Aircraft, the Sublicensee is hereby granted a [***]. Each Supplier shall remain the owner of all intellectual property rights in the Supplier Software. There shall be one Software Sublicense granted in respect of each Aircraft purchased by the Sublicensee.

The Sublicensee hereby acknowledges that it is aware that certain Supplier Software subject of this Software Sublicense may incorporate some third party software or open source software components. The Sublicensee hereby agrees to be bound by the licensing terms and conditions applicable to such third party software and made available by the Sublicensor and/or Sub-Sublicensor through AirbusWorld.


3
ASSIGNMENT AND DELEGATION


3.1     Assignment

The Sublicensee may, at any time, assign or otherwise transfer all or part of its rights under this Software Sublicense only as part of, and to the extent of, a sale, transfer or lease of any or all of the Aircraft to which the Supplier Software are related provided that the Sublicensee causes the assignee to agree to the terms of this Software Sublicense.

The Sublicensee shall assign a Software Sublicense for all Supplier Software installed on the sold, transferred or leased Aircraft and shall retain all other Software Sublicenses attached to any Aircraft that the Sublicensee continues to operate.

In the event of any such assignment or transfer, the Sublicensee shall transfer the copies of the Supplier Software attached to the sold, transferred or leased Aircraft (including all component parts, media, any upgrades or backup copies, this Software Sublicense, and if applicable, certificate(s) of authenticity), except as otherwise instructed by the Sublicensor or Sub-Sublicensor.



3.2    Delegation

Without prejudice to Article 10 hereof, in the event of the Sublicensee intending to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a “Third

Exhibit I
Party”), the Sublicensee shall notify the Sub-Sublicensor of such intention prior to any disclosure of this Software Sublicense and/or the Supplier Software to such Third Party.

The Sublicensee hereby undertakes to cause such Third Party to enter into appropriate licensing conditions with the corresponding Supplier [***].


4
COPIES
Use of the Supplier Software is limited to the number of copies delivered by the Sublicensor or the Sub-Sublicensor to the Sublicensee and to the medium on which the Supplier Software is delivered. No reproduction shall be made without the written consent of the Sublicensor or the Sub-Sublicensor, except that the Sublicensee is authorized to copy the Supplier Software for back-up and archiving purposes. Any copy the Sublicensor or the Sub-Sublicensor authorizes the Sublicensee to make shall be performed under the sole responsibility of the Sublicensee. The Sublicensee agrees to reproduce the copyright and other notices as they appear on or within the original media on any copies that the Sublicensee makes of the Supplier Software.


5
TERM

Subject to the Sublicensee having complied with the terms of this Software Sublicense, the rights under this Software Sublicense shall be granted from the date of Delivery of each Aircraft until the earlier of (i) the Aircraft ceasing to be operated, in which case the license rights pertaining to such Aircraft shall be deemed terminated for such Aircraft on the date of the last operation thereof by the Sublicensee or any of its assignees, or (ii) the Agreement, this Software Sublicense or any part thereof, being terminated for any reason whatsoever, in which case the Sublicensee shall immediately cease to use the affected Supplier Software upon the effective termination date.



6
CONDITIONS OF USE

The Supplier Software shall only be used for the Permitted Purpose.

The Sublicensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Supplier Software and all consequences, direct and indirect, relating to the use of such output and results. The

Exhibit I
Sublicensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs.

The Sublicensee expressly acknowledges that it will take all appropriate precautions for the use of the Supplier Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software.

Under the present Software Sublicense, the Sublicensee shall:

a)
not permit any parent, subsidiary, affiliate, agent or other third party to use the Supplier Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Supplier Software or commercialization by merging the Supplier Software into another software or adapting the Supplier Software, without the prior written consent from the Supplier;

b)
do its utmost to maintain the Supplier Software and the relating documentation in good working condition, in order to ensure the correct operation thereof;

c)
use the Supplier Software in accordance with such documentation and the User Guide, and ensure that the personnel using the Supplier Software has received appropriate training;

d)
use the Supplier Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties;

e)
except as permitted by applicable law, not alter, reverse engineer, modify, correct, translate, disassemble, decompile or adapt the Supplier Software, nor integrate all or part of the Supplier Software in any manner whatsoever into another software product; nor create a software product derived from the Supplier Software save with the Supplier’s prior written approval;


Exhibit I
f)
should the Sublicensor or the Supplier have elected to provide the source code to the Sublicensee, have the right to study and test the Supplier Software, under conditions to be expressly specified by the Sublicensor or the Sub-Sublicensor, but in no event shall the Sublicensee have the right to correct, modify or translate the Supplier Software;

g)
not attempt to discover or re-write the Supplier Software source codes in any manner whatsoever;

h)
not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights in the Supplier Software;

i)
not pledge, sell, distribute, grant, sublicense, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization of the Supplier Software, whether in whole or in part, for the benefit of a third party;

7
TRAINING

In addition to the User Guide provided with the Supplier Software, training and other assistance shall be provided upon the Sublicensee’s request, subject to conditions set forth in the Agreement. Such assistance or training shall not operate to relieve the Sublicensee of its sole responsibility with respect to the use of the Supplier Software under this Software Sublicense.


8
PROPRIETARY RIGHTS - RIGHT TO CORRECT AND MODIFY

8.1
The Supplier Software is proprietary to the Supplier and the Sublicensor represents and warrants that it has been granted the intellectual property rights necessary to grant this Software Sublicense. The copyright and all other proprietary rights in the Supplier Software are and shall remain the property of the Supplier.



Exhibit I
8.2
The Supplier may correct or modify its Supplier Software from time to time at its sole discretion and the Sublicensee shall not undertake any correction or modification of the Supplier Software without the Sublicensor’s or the Sub-Sublicensor’s prior written approval.The Sublicensee shall install any Updates provided either by the Supplier or the Sublicensor in accordance with the time schedule notified with the provision of such Update(s). In the event of the Sublicensee failing to install any such Update(s), both the Sublicensor and the Supplier shall be relieved of any warranty or liability of any kind with respect to the conformity or operation of the Supplier Software.

9
COPYRIGHT INDEMNITY

The Sublicensee hereby accepts the transfer to its benefit of all transferable and enforceable copyright indemnity conditions related to the corresponding Supplier Software and contained in the applicable Supplier Product Support Agreement.

10
CONFIDENTIALITY

The Supplier Software, this Software Sub-license and their contents are designated as confidential. The Sublicensee undertakes not to disclose the Software Sub-license, the Supplier Software or any parts thereof to any third party without the prior written consent of the Sub-Sublicensor, except to the lessee in case of lease of an Aircraft or to the buyer

in case of resale of the Aircraft, without prejudice to any provisions set forth in the Agreement. In so far as it is necessary to disclose aspects of the Supplier Software to the Sublicensee’s employees, such disclosure is permitted solely for the purpose for which the Supplier Software is supplied and only to those employees who need to know the same, save as permitted herein or where otherwise required pursuant to an enforceable court order or any governmental decision or regulatory provision imposed on the Sublicensee, provided that reasonable prior notice of the intended disclosure is provided to the Sub-Sublicensor.

The obligations of the Sublicensee to maintain confidentiality shall survive the termination of this Software Sublicense for a period of ten (10) years.

11
ACCEPTANCE

Supplier Software shall be deemed accepted as part of the Technical Acceptance Process set out in Clause 8 of the Agreement.

Exhibit I
12
WARRANTY

The Sublicensee hereby accepts the transfer to its benefit of all transferable and enforceable warranties related to the corresponding Supplier Software and contained in the applicable Supplier Product Support Agreement.

As a result, the Sublicensee acknowledges that the transferable and enforceable warranties, obligations and liabilities contained in the Supplier Product Support Agreement shall constitute the sole and exclusive remedy available in the event of any defect or non-conformity of the Supplier Software.

None of the Supplier, the Sublicensor or the Sub-Licensor shall have any liability for data that is entered into the Supplier Software by the Sublicensee and/or used for computation purposes.


13
LIABILITY AND INDEMNITY

The Supplier Software is supplied under the express condition that none of the Supplier the Sublicensor or the Sub-Sublicensor shall have any liability in contract or in tort arising from or in connection with the use and/or possession by the Sublicensee of the Supplier Software and that the Sublicensee shall indemnify and hold the Sublicensor, the Sub-Sublicensor and the Supplier harmless from and against any liabilities and claims from third parties arising from such use and/or possession.


14
EXCUSABLE DELAYS

14.1
None of the Sublicensor, the Sub-Sublicensor or the Supplier(s) shall be responsible nor be deemed to be in default on account of delays in delivery of any Supplier Software or Updates due to causes reasonably beyond the Sublicensor’s, the Sub-Sublicensor’s or

their suppliers’ or subcontractors’ (including the Supplier) control including but not limited to: natural disasters, fires, floods, explosions or earthquakes, epidemics or quarantine restrictions, serious accidents, total or constructive total loss, any act of the government of the country of the Sublicensee or the governments of the countries of the Sublicensor, the Sub-Sublicensor or their subcontractors or its suppliers (including the Supplier), war, insurrections or riots, failure of transportation, communications or

Exhibit I
services, strikes or labor troubles causing cessation, slow down or interruption of services, inability after due and timely diligence to procure materials, accessories, equipment or parts, failure of a subcontractor or supplier (including the Supplier) to furnish materials, accessories, equipment or parts due to causes reasonably beyond such subcontractor's or supplier‘s (including the Supplier) control or failure of the Sublicensee or the Supplier to comply with its obligations arising out of the present Software Sublicense.

14.2
The Sublicensor or the Sub-Sublicensor shall, and/or shall cause the Supplier to, as soon as practicable after becoming aware of any delay falling within the provisions of this Article, notify the Sublicensee of such delay and of the probable extent thereof and shall, subject to the conditions as hereinafter provided and as soon as practicable after the removal of the cause or causes for delay, resume delivery of the delayed Supplier Software or Update.

15
TERMINATION

[***]
In the event of termination for any cause, the Sublicensee shall no longer have any right to use the Supplier Software and shall return to the Supplier all copies of the Supplier Software and any relating documentation together with an affidavit to that effect.

16
GENERAL PROVISIONS

16.1
This Software Sublicense is an Exhibit to the Agreement and integrally forms part thereof. As a result, any non-conflicting terms of the Agreement are deemed incorporated herein to the extent they are relevant in the context of this Software Sublicense.

16.2
Notwithstanding the terms of Clause 22.10 of the Agreement, in the event of any inconsistency or discrepancy between any term of this Software Sublicense and any term of the Agreement (including any Appendix or other Exhibits thereto), the terms of this Software Sublicense shall take precedence over the conflicting terms of the Agreement to the extent necessary to resolve such inconsistency or discrepancy.


Exhibit I
16.3
The Sublicensee acknowledges that the Supplier Software covered under the present Sub-license Agreement is also subject to the conditions relative to each Supplier Software set forth in the corresponding Supplier Product Support Agreement. In the event of any inconsistency between the terms of this Sub-license Agreement and the terms contained in the corresponding Supplier Product Support Agreement, the latter shall prevail to the extent of such inconsistency.

16.4
This Software Sublicense is subject to and construed and the performance thereof shall be determined in accordance with the laws in effect in the State of New York without regard to conflict of laws principles that could result in the application of the


laws of any other jurisdiction. All disputes arising in connection with this Software Sublicense shall be submitted to the competent courts of New York, and the parties hereby agree to submit to the jurisdiction of those courts.




PART 3


END-USER SUBLICENSE AGREEMENT FOR ACS SUPPLIER SOFTWARE



1.
DEFINITIONS

For the purposes of this end-user sublicense agreement for ACS Supplier Software (the “ACS Software Sublicense”) the following definitions shall apply:

“Agreement” means the Purchase Agreement of even date herewith covering the purchase and sale of the Aircraft subject thereof.

“Aircraft” means, individually or collectively, the Aircraft subject of the Agreement.

“Composite Work” means the package composed of various elements, such as database(s), software or data, and which necessitates the use of the ACS Supplier Software.


Exhibit I
“Permitted Purpose” means use of the ACS Supplier Software by the ACS Sublicensee for its own internal business needs, solely in conjunction with the Aircraft and in particular pertaining to (i) operation of the Aircraft; (ii) on ground operational support of the Aircraft; or (iii) related authorized customization of software.

“ACS Sublicensee” means the Buyer under the Agreement.

“ACS Sublicensor” means the Seller under the Agreement as authorized by the ACS Supplier to sublicense the ACS Supplier Software to the operators of Airbus aircraft.

“ACS Supplier” means each of the Sublicensor’s suppliers owning the intellectual property rights in the corresponding ACS Supplier Software (or holding the right to authorize the Sublicensor to sublicense such ACS Supplier Software) and having granted to the Sublicensor the right to sublicense such ACS Supplier Software.

“Airbus Contracted Suppliers Support Agreement” shall have the meaning set forth in Clause 12.3.2.1.4 of the Agreement.

“ACS Supplier Software” means each of the ACS Supplier’s proprietary products including Composite Work, configurations, processes, rules (together with any related documentation) as well as any modifications, enhancements or extensions thereto, as may be provided by the ACS Supplier or the ACS Sublicensor from time to time and the supply of which to the ACS Sublicensee is governed by a Airbus Contracted Suppliers Support Agreement. The ACS Supplier Software shall be supplied in machine readable code form only, for use in connection with the Aircraft or operations related to the Aircraft.

For the avoidance of doubt, this ACS Software Sublicense does not apply to (i) any software embedded in any component, furnishing or equipment installed on the Aircraft and itself bearing a partnumber (ii) third party software not provided under a Airbus Contracted Suppliers Support Agreement, including but not limited to any standard, “off the shelf” software (Components Off The Shelf/COTS) and (iii) open source software contained in the ACS Supplier Software, if any, and it is hereby acknowledged and agreed by both parties hereto that such open source software is independently distributed on an “as is” basis under the respective license terms therefor, and that the ACS Sublicensor disclaims any liability in relation to such open source software.

“Update(s)” means any update(s) or replacement(s) to the ACS Supplier Software licensed hereunder, which the ACS Sublicensor or the ACS Supplier, at their discretion, make generally available to the ACS Sublicensee.

Sublicensor” means the Seller under the Agreement as authorized by the ACS Supplier to sublicense the ACS Supplier Software to the operators of Airbus aircraft.

Exhibit I

“Sub-Sublicensor” means Airbus Americas Customer Services, Inc.

“User Guide” means the documentation, which may be in electronic format, designed to assist the ACS Sublicensee in using the ACS Supplier Software.

Capitalized terms used herein and not otherwise defined in this ACS Software Sublicense shall have the meaning assigned thereto in the Agreement.

2.
LICENSE

In consideration of the purchase by the ACS Sublicensee of the Aircraft, the ACS Sublicensee is hereby granted [***]. Each ACS Supplier shall remain the owner of all intellectual property rights in the ACS Supplier Software. There shall be one ACS Software Sublicense granted in respect of each Aircraft purchased by the ACS Sublicensee.


3.     ASSIGNMENT AND DELEGATION

3.1
Assignment

The ACS Sublicensee may, at any time, assign or otherwise transfer all or part of its rights under this ACS Software Sublicense only as part of, and to the extent of, a sale, transfer or lease of any or all of the Aircraft to which the ACS Supplier Software are related provided that the ACS Sublicensee causes the assignee to agree to the terms of this ACS Software Sublicense.

The ACS Sublicensee shall assign a ACS Software Sublicense for all ACS Supplier Software installed on the sold, transferred or leased Aircraft and shall retain all other ACS Software Sublicenses attached to any Aircraft that the ACS Sublicensee continues to operate.

In the event of any such assignment or transfer, the ACS Sublicensee shall transfer the copies of the ACS Supplier Software attached to the sold, transferred or leased Aircraft (including all component parts, media, any upgrades or backup copies, this ACS Software Sublicense, and if applicable, certificate(s) of authenticity), except as otherwise instructed by the Sublicensor or ACS Sublicensor.



Exhibit I
3.2
Delegation

Without prejudice to Article 10 hereof, in the event of the ACS Sublicensee intending to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a “Third Party”), the ACS Sublicensee shall notify the ACS Sublicensor of such intention prior to any disclosure of this ACS Software Sublicense and/or the ACS Supplier Software to such Third Party.

The ACS Sublicensee hereby undertakes to cause such Third Party to enter into appropriate licensing conditions with the corresponding ACS Supplier and to commit to use the ACS Supplier Software solely for the purpose of maintaining the ACS Sublicensee’s Aircraft and/or processing the ACS Sublicensee’s data.

4.
COPIES
Use of the ACS Supplier Software is limited to the number of copies delivered by the ACS Sublicensor or the Sub-Sublicensor to the ACS Sublicensee and to the medium on which the ACS Supplier Software is delivered. No reproduction shall be made without the written consent of the Sublicensor or the ACS Sublicensor, except that the ACS Sublicensee is authorized to copy the ACS Supplier Software for back-up and archiving purposes. Any copy the ACS Sublicensor or the Sub-Sublicensor authorizes the ACS Sublicensee to make shall be performed under the sole responsibility of the ACS Sublicensee. The ACS Sublicensee agrees to reproduce the copyright and other notices as they appear on or within the original media on any copies that the ACS Sublicensee makes of the ACS Supplier Software.

5.
TERM

Subject to the ACS Sublicensee having complied with the terms of this ACS Software Sublicense, the rights under this ACS Software Sublicense shall be granted from the date of Delivery of each Aircraft until the earlier of (i) the Aircraft ceasing to be operated, in which case the license rights pertaining to such Aircraft shall be deemed terminated for such Aircraft on the date of the last operation thereof by the ACS Sublicensee or any of its assignees, or (ii) the Agreement, this ACS Software Sublicense or any part thereof, being terminated for any reason whatsoever, in which case the ACS Sublicensee shall immediately cease to use the affected ACS Supplier Software upon the effective termination date.



Exhibit I
6.
CONDITIONS OF USE

The ACS Supplier Software shall only be used for the Permitted Purpose.

The ACS Sublicensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the ACS Supplier Software and all consequences, direct and indirect, relating to the use of such output and results. The ACS Sublicensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs.

The ACS Sublicensee expressly acknowledges that it will take all appropriate precautions for the use of the ACS Supplier Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the ACS Supplier Software.

Under the present ACS Software Sublicense, the ACS Sublicensee shall:

a)
not permit any parent, subsidiary, affiliate, agent or other third party to use the ACS Supplier Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the ACS Supplier Software or commercialization by merging the ACS Supplier Software into another software or adapting the ACS Supplier Software, without the prior written consent from the ACS Supplier;

b)
do its utmost to maintain the ACS Supplier Software and the relating documentation in good working condition, in order to ensure the correct operation thereof;

c)
use the ACS Supplier Software in accordance with such documentation and the User Guide, and ensure that the personnel using the ACS Supplier Software has received appropriate training;

d)
use the ACS Supplier Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties;


Exhibit I
e)
except as permitted by applicable law, not alter, reverse engineer, modify, correct, translate, disassemble, decompile or adapt the ACS Supplier Software, nor integrate all or part of the ACS Supplier Software in any manner whatsoever into another software product; nor create a software product derived from the ACS Supplier Software save with the ACS Supplier’s prior written approval;

f)
should the ACS Sublicensor or the ACS Supplier have elected to provide the source code to the ACS Sublicensee, have the right to study and test the ACS Supplier Software, under conditions to be expressly specified by the ACS Sublicensor, but in no event shall the ACS Sublicensee have the right to correct, modify or translate the ACS Supplier Software;

g)
not attempt to discover or re-write the ACS Supplier Software source codes in any manner whatsoever;

h)
not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights in the ACS Supplier Software;

i)
not pledge, sell, distribute, grant, sublicense, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization of the ACS Supplier Software, whether in whole or in part, for the benefit of a third party;

7.
TRAINING

In addition to the User Guide provided with the ACS Supplier Software, training and other assistance shall be provided upon the ACS Sublicensee’s request, subject to conditions set forth in the Agreement. Such assistance or training shall not operate to relieve the ACS Sublicensee of its sole responsibility with respect to the use of the ACS Supplier Software under this ACS Software Sublicense.





Exhibit I
8.
PROPRIETARY RIGHTS - RIGHT TO CORRECT AND MODIFY

8.1
The Airbus Software is proprietary to the Licensor or the Licensor has acquired the intellectual property rights necessary to grant this Software License to the Sublicensor. The copyright and all other proprietary rights in the Airbus Software are and shall remain the property of the Licensor.

8.2
The Licensor reserves the right to correct and modify [***] any Airbus Software at its sole discretion [***]. In the event of the Licensee failing to install any Update(s) [***], the Licensor and the Sublicensor shall be relieved of any warranty or liability of any kind with respect to [***] of the Airbus Software [***].

9.
COPYRIGHT INDEMNITY

The ACS Sublicensee hereby accepts the transfer to its benefit of all transferable and enforceable copyright indemnity conditions related to the corresponding ACS Supplier Software and contained in the applicable Airbus Contracted Suppliers Support Agreements.

10.
CONFIDENTIALITY

The ACS Supplier Software, this ACS Software Sub-license and their contents are designated as confidential. The ACS Sublicensee undertakes not to disclose the ACS Software Sublicense, the ACS Supplier Software or any parts thereof to any third party
without the prior written consent of the ACS Sublicensor, except to the lessee in case of lease of an Aircraft or to the buyer in case of resale of the Aircraft, without prejudice to any provisions set forth in the Agreement. In so far as it is necessary to disclose aspects of the ACS Supplier Software to the ACS Sublicensee’s employees, such disclosure is permitted solely for the purpose for which the ACS Supplier Software is supplied and only to those employees who need to know the same, save as permitted herein or where otherwise required pursuant to an enforceable court order or any governmental decision or regulatory provision imposed on the ACS Sublicensee, provided that reasonable prior notice of the intended disclosure is provided to the ACS Sublicensor.

The obligations of the ACS Sublicensee to maintain confidentiality shall survive the termination of this ACS Software Sublicense for a period of ten (10) years.

Exhibit I

11.
ACCEPTANCE

ACS Supplier Software shall be deemed accepted as part of the Technical Acceptance Process set out in Clause 8 of the Agreement.

12.
WARRANTY

The ACS Sublicensee hereby accepts the transfer to its benefit of all transferable and enforceable warranties related to the corresponding ACS Supplier Software and contained in the applicable Airbus Contracted Suppliers Support Agreements.

As a result, the ACS Sublicensee acknowledges that the transferable and enforceable warranties, obligations and liabilities contained in the Airbus Contracted Suppliers support Agreements shall constitute the sole and exclusive remedy available in the event of any defect or non-conformity of the ACS Supplier Software.

Neither the ACS Supplier nor the ACS Sublicensor or the Sub-Licensor shall have any liability for data that is entered into the ACS Supplier Software by the ACS Sublicensee and/or used for computation purposes.

13.
LIABILITY AND INDEMNITY

The ACS Supplier Software is supplied under the express condition that neither the ACS Supplier nor the ACS Sublicensor shall have any liability in contract or in tort arising from or in connection with the use and/or possession by the ACS Sublicensee of the ACS Supplier Software and that the ACS Sublicensee shall indemnify and hold the ACS Sublicensor and the ACS Supplier harmless from and against any liabilities and claims from third parties arising from such use and/or possession.


14.
EXCUSABLE DELAYS

14.1
None of the ACS Sublicensor, the Sub-Sublicensor or the ACS Supplier(s) shall be responsible nor be deemed to be in default on account of delays in delivery of any ACS



Exhibit I
Supplier Software or Updates due to causes reasonably beyond the Sublicensor’s, the ACS Sublicensor’s or its suppliers’ or subcontractors’ (including the ACS Supplier) control including but not limited to: natural disasters, fires, floods, explosions or earthquakes, epidemics or quarantine restrictions, serious accidents, total or constructive total loss, any act of the government of the country of the ACS Sublicensee or the governments of the countries of ACS Sublicensor, the Sub-Sublicensor or its subcontractors or its suppliers (including the ACS Supplier), war, insurrections or riots, failure of transportation, communications or services, strikes or labor troubles causing cessation, slow down or interruption of services, inability after due and timely diligence to procure materials, accessories, equipment or parts, failure of a subcontractor or supplier (including the ACS Supplier) to furnish materials, accessories, equipment or parts due to causes reasonably beyond such subcontractor's or supplier‘s (including the ACS Supplier) control or failure of the ACS Sublicensee or the ACS Supplier to comply with its obligations arising out of the present ACS Software Sublicense.

14.2
The Sublicensor or the ACS Sublicensor shall, and/or shall cause the ACS Supplier to, as soon as practicable after becoming aware of any delay falling within the provisions of this Article, notify the ACS Sublicensee of such delay and of the probable extent thereof and shall, subject to the conditions as hereinafter provided and as soon as practicable after the removal of the cause or causes for delay, resume delivery of the delayed ACS Supplier Software or Update.

15.
TERMINATION

[***]
In the event of termination for any cause, the ACS Sublicensee shall no longer have any right to use the ACS Supplier Software and shall return to the ACS Supplier all copies of the ACS Supplier Software and any relating documentation together with an affidavit to that effect.


16.
GENERAL PROVISIONS

16.1
This ACS Software Sublicense is an Exhibit to the Agreement and integrally forms part thereof. As a result, any non-conflicting terms of the Agreement are deemed incorporated herein to the extent they are relevant in the context of this ACS Software Sublicense.

Exhibit I

16.2
In the event of any inconsistency or discrepancy between any term of this ACS Software Sublicense and any term of the Agreement (including any Appendix or other Exhibits thereto), the terms of this ACS Software Sublicense shall take precedence over the conflicting terms of the Agreement to the extent necessary to resolve such inconsistency or discrepancy.

16.3
The ACS Sublicensee acknowledges that the ACS Supplier Software covered under the present ACS Software Sublicense is also subject to the conditions relative to each ACS Supplier Software set forth in the corresponding Airbus Contracted Suppliers Support Agreements. In the event of any inconsistency between the terms of this ACS Sublicense

Agreement and the terms contained in the corresponding Airbus Contracted Suppliers Support Agreement, the latter shall prevail to the extent of such inconsistency.

16.4
This Software Sublicense is subject to and construed and the performance thereof shall be determined in accordance with the laws in effect in the State of New York without regard to conflict of laws principles that could result in the application of the laws of any other jurisdiction. All disputes arising in connection with this Software Sublicense shall be submitted to the competent courts of New York, and the parties hereby agree to submit to the jurisdiction of those courts.










LETTER AGREEMENT NO. 1

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]



Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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


1CREDIT MEMORANDA

1.1A330-900neo Aircraft

1.1.1In respect of each A330-900neo Aircraft that is sold by the Seller and purchased by the Buyer, the Seller shall provide to the Buyer the following [***]

(i)     [***],

(ii)    [***]

(iii)    [***]

(iv)    [***]

(v)    [***]

(vi)    [***]

(vii)    [***]

(viii)    [***]



1.1.2The A330-900neo Aircraft [***].

1.1.3The A330-900neo Aircraft [***].


1.1.4[***]
[***]

[***]
1.1.5[***]

1.1.6[***]
1.1.7[***]

[***]

1.1.8[***]
1.1.9[***]
1.1.1[***]
[***]
(i)[***]
(ii)[***]

[***]


1.2A350-900 Aircraft

1.2.1In respect of each A350-900 Aircraft that is sold by the Seller and purchased by the Buyer, the Seller shall provide to the Buyer the following [***]:

(i)     [***]

(ii)    [***]

(iii)    [***]

(iv)    [***]

(v)    [***]



(vi)    [***]

(vii)    [***]

(viii)    [***]

1.2.2[***]

1.2.3[***]

1.2.4[***]

[***]
(i)[***]
(ii)[***].
1.2.5[***]

1.2.6[***]
1.2.7[***]

[***]

[***]

[***]

1.2.8[***]

[***]


[***]

[***]

1.2.9[***]

[***]
(i)[***]
(ii)[***]

[***]



1.3[***]

1.3.1[***]

(a)[***]
(i)[***]
(ii)[***]
(b)[***]
[***]

[***]

1.3.2[***]

(a)[***]
(i)[***]
(ii)[***]
(b)[***]
[***]
[***]


1.4[***]

[***]

1.5[***]


2[***]

2.1[***]
(i)[***]
(ii)[***]
(iii)[***]

2.2[***]


(i)[***]
(ii)[***]
(iii)[***]


3ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

4CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.


5COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.



/s/ John J. Leahy
By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions    




    
LETTER AGREEMENT NO. 2


As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 2 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1[***]

Clauses 5.2.1, 5.2.2 and 5.2.3 of the Agreement are deleted in their entirety and replaced with the following text:

[***]

[***]
[***]

[***]




    

[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]



















[***]

[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]


    
[***]


2[***]

2.1.1[***]

(i)[***]

(ii)    [***]

2.1.2[***]

2.1.3[***]


3ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

4CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.

5COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).
.

    
If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.


/s/ John J. Leahy

By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions



LETTER AGREEMENT NO. 4

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: FLEXIBILITY

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 4 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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


1.FLEXIBILITY
The Seller hereby grants to the Buyer the following flexibility rights (the “Flexibility Rights”):

1.1    A330-900neo Flexibility
1.1.1    [***]
1.1.1.1    The Seller grants the Buyer the right to [***] (each an [***]) certain firmly ordered A330-900neo Aircraft to [***] subject to the following:
(i)[***]
(ii)[***]
(iii)[***]



1.1.1.2    [***]

[***]
(i)[***]
(ii)[***]
(iii)[***]
(iv)[***]

1.1.1.3    [***]
[***]
(i)[***]
(ii)[***]


1.1.2    [***] Aircraft [***]
1.1.2.1    The Seller grants the Buyer the right to [***] certain [***], subject to the following:
(i)[***]
(ii)[***]
(iii)[***]
(iv)[***]

1.1.2.2    [***]
[***]
(i)[***]
(ii)[***]
(iii)[***]
(iv)The Seller’s obligation to comply with an A330-900neo [***] shall be subject to the provisions of Paragraph 1.3






1.1.2.3    [***]
[***]
(i)[***]
(ii)[***]


1.2    A350-900 Flexibility
1.2.1    [***]
1.2.1.1    [***]
(i)[***]
(ii)[***]
(iii)[***]

1.2.1.2    [***]
[***]
(i)[***]
(ii)[***]
(iii)[***]
(iv)[***]

1.2.1.3    [***]
[***]
(i)[***]
(ii)[***]
[***]


1.2.2    [***]
1.2.2.1    The Seller grants the Buyer the right to [***] (as applicable) of certain [***], subject to the following:
(i)[***]


(ii)[***]
(iii)[***]
(iv)[***]

1.2.2.2    [***]
[***]
(i)The Buyer shall provide written notice to the Seller [***] A350-900 [***] no later than [***] to [***]. Such notice shall include [***] of the A350-900 Aircraft the Buyer wishes to [***] in accordance with paragraph 1.2.2.1 (iii) above.
(ii)No later than [***] after receipt of the Buyer’s notice, the Seller shall respond to the Buyer in writing to communicate the [***].
(iii)[***]
(iv)The Seller’s obligation to comply with an A350-900 [***] shall be subject to the provisions of Paragraph 1.3.

1.2.2.3    [***]
[***]
(i)[***]
(ii)[***]


1.3    General provisions applicable to Flexibility Rights
1.3.1    [***]
1.3.2    [***]
1.3.3    [***]
1.3.4    [***]

2.    [***]
2.1    [***]
(i)[***]
(ii)[***]



2.2    [***]
(i)[***]
(ii)[***]


3.ASSIGNMENT
This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.


4.CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.


5.COUNTERPARTS
This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).




If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.



/s/ John J. Leahy
By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions





LETTER AGREEMENT NO. 5

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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


1.[***]
1.1    [***]
[***]

1.2    [***]
1.2.1    [***]

[***] 

[***] 

1.2.2    [***]


[***]
1.2.3    [***]


1.3    [***]
[***]

[***]

1.4    [***]
1.4.1    [***]
[***]

[***]

1.4.2    [***]
1.4.3    [***]


2.[***]
2.1    [***]
2.1.1    Clause 2.2.3.1 of the Agreement is deleted in its entirety and is replaced with the following:
[***]

2.1.2    Sublause 2.2.4 of the Agreement is deleted in its entirety and is replaced with the following:
[***]
2.2.4.2 [***]

[***]

    [***]
    
[***]

    [***]




[***]

[***]

2.1.3    Clause 18.1.1.2 of the Agreement is deleted in its entirety and replaced by the following:
[***]
[***]

[***]

2.1.4    Clause 18.1.2 (iii) of the Agreement is deleted in its entirety and is replaced by the following:
[***]

2.2    [***]
[***]


2.3    [***]

[***]


2.4    [***]
[***]

[***]

2.4.1    [***]

3.CLAUSE 2 – SPECIFICATION
Subclause 2.3 of the Agreement is deleted in its entirety and replaced with Subclause 2.3 attached hereto as Appendix 4.




4.ASSIGNMENT
This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.


5.CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.


6.COUNTERPARTS
This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).



If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.


/s/ John J. Leahy

By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.


/s/ Nathaniel J. Pieper

By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions

APPENDIX 1        
A330-900neo LOPA































[***]

[***]


APPENDIX 2        



[***]



[***]





APPENDIX 3            

























[***]


APPENDIX 4        
2.3 Specification Amendment
The parties understand and agree that the A350-900 Specification and the A330-900neo Standard Specification may be further amended following signature of this Agreement in accordance with the terms of this Subclause 2.3.

2.3.1    Specification Change Notice

The Specification may be amended by written agreement between the parties substantially in the form set out in Exhibit B-1 (each, a “Specification Change Notice” or “SCN”). Each SCN shall set forth the particular Aircraft that would be affected by the SCN as well as, in detail, the particular changes to be made in the Specification, any materials to be deleted from the Aircraft by the Seller in connection with such SCN, and the effect, if any, of such changes on design, performance, weight, balance, Scheduled Delivery Quarter or Scheduled Delivery Month (as applicable), Buyer Furnished Equipment and price of each Aircraft affected thereby and interchangeability or replaceability of parts.

2.3.2    [***]

2.3.2.1    [***]
2.3.2.2    [***]

2.3.3    Development Changes

The Specification may also be amended to incorporate changes deemed necessary by the Seller to improve the Aircraft, prevent delay or ensure compliance with the Agreement (“Development Changes”), as set forth in this Subclause 2.3.3.

2.3.3.1    Manufacturer Specification Change Notices

The Specification may be amended by the Seller through a Manufacturer Specification Change Notice (“MSCN”), which shall be substantially in the form set out in Exhibit B-2 hereto, or by such other means as may be deemed appropriate, and shall set forth the particular Aircraft that are affected by the MSCN as well as, in detail, the particular changes to be made in the Specification, any materials to be deleted from the Aircraft by the Seller in connection with such MSCN, and the effect, if any, of such changes on design, performance, weight, balance, Scheduled Delivery Quarter or Scheduled Delivery Month (as applicable), Buyer Furnished Equipment and price of each Aircraft affected thereby and interchangeability or replaceability of parts.
Except when the MSCN is necessitated by an Aviation Authority directive or by equipment obsolescence, in which case the MSCN shall be accomplished without requiring the Buyer’s consent, if the MSCN adversely affects the performance, weight,


APPENDIX 4        
Base Price, Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under the Specification, [***].

For the purposes of Subclause 2.3.3.1, the term “equipment obsolescence” refers to equipment which is no longer manufactured or available commercially.

2.3.3.2    In the event of the Seller revising the Specification to incorporate Development Changes which have no adverse effect on the performance, weight, Base Price, Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under the Specification, such revision shall be performed by the Seller without the Buyer’s consent. In such cases, the Buyer shall have access to the details of such changes through the relevant application in AirbusWorld.



APPENDIX 4        
LETTER AGREEMENT NO. 6A

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: A330-900NEO AIRCRAFT PERFORMANCE GUARANTEE – RR TRENT 7000 ENGINES

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 6A (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the A330-900neo Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1AIRCRAFT MODEL APPLICABILITY

The guarantees contained in Paragraphs 2, 3 and 4 herein of this Letter Agreement (the “Performance Guarantees”) are applicable to A330-900neo aircraft as defined in the standard specification document number [***] (for the purposes of this Letter Agreement, the “Standard Specification”) as [***]:
(i)    [***]
(ii)    [***]
(iii)    [***]

(for the purposes of this Letter Agreement, the “Aircraft”).

2FLIGHT PERFORMANCE

2.1Takeoff

2.1.1Takeoff Performance at [***]

APPENDIX 4        

When the Aircraft is operated in departure airport conditions as defined below [***]:

    [***]

The FAA dry permissible Takeoff Weight shall be used for the purpose of Paragraph 2.4.3 herein.

2.2Speed

The level flight speed at a gross weight of [***], on an ISA+10°C day, at an [***] and using not more than maximum cruise thrust, shall not be less than:

    [***]

2.3[***]

2.3.1[***]

[***]

2.3.2[***]

[***]

2.3.3[***]

[***]

2.4[***]

The guarantees set forth in Paragraphs 2.4.1, 2.4.2, 2.4.3 and 2.4.4 herein are hereinafter referred to as the “[***]”.

2.4.1[***]

The [***] based on the A330-900neo Layout (as defined in Appendix A hereto) using the conditions and operating rules defined below, shall not be less than the following guarantee value:

[***]

[***]


APPENDIX 4        
[***][***]
[***][***]
[***]
[***]
[***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

2.4.2[***]

The [***] based on the A330-900neo Layout using the conditions and operating rules defined below, shall not be less than the following guarantee value:

[***]

[***]

APPENDIX 4        
[***][***]
[***][***]
[***][***]
[***][***]
[***]
[***][***]
[***][***]
[***]
[***]
[***]
[***]
[***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

2.4.3[***]

The [***] based on the A330-900neo Layout using the conditions and operating rules defined below, shall not be less than the following guarantee value:

[***]

[***]

APPENDIX 4        
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

2.5[***]

The guarantees set forth in Paragraphs 2.5.1 and 2.5.2 herein are hereinafter referred to as the “[***] Guarantees”.

2.5.1[***]

The [***], in nautical miles in still air using the conditions and operating rules defined below, shall not be less than the following guarantee value:

[***]
[***]

APPENDIX 4        
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

2.5.2[***]

The [***] in nautical miles in still air using the conditions and operating rules defined below, shall not be less than the following guarantee value:

[***]
[***]

APPENDIX 4        
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

2.6[***]

The guarantee set forth in Paragraph 2.6 herein is referred to as the “[***] Guarantee”.

The [***] using the conditions and operating rules defined below, shall not be more than the following guarantee value:

[***]
[***]


APPENDIX 4        
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

2.7[***]

The [***] defined as the sum of:

-    the [***] of the Aircraft as defined in Paragraph 1 herein ([***] according to Section [***] of the Standard Specification, subject to adjustments as defined in Paragraph 7.2 herein)
plus
-    [***]

is the basis for the [***] guarantees of Paragraphs 2.4.1, 2.4.2, 2.4.3, 2.5.2 and 2.6 herein.


APPENDIX 4        
3[***]

The [***] of the Aircraft as defined in Paragraph 1 herein and [***] according to Section [***] of the Standard Specification and subject to adjustments as defined in Paragraph 7.2 herein [***].

4SOUND LEVELS

4.1Exterior Noise - Acoustic Certification Levels

The A330-900neo powered by RR Trent 7000 engines [***] as defined in Paragraph 1 herein shall be certified in accordance with the requirements of Chapter 4 of ICAO Annex 16, Volume I, [***].

Noise data shall be obtained and evaluated in accordance with the requirements of Appendix 2 of Third Edition of ICAO Annex 16, Volume I.

4.2Interior Noise During Flight

4.2.1Cockpit

At a pressure altitude of [***], the guaranteed A-weighted Sound Pressure Level (SPL) and the SIL (as defined in Paragraph 5.6 herein) shall be as follows:

[***][***]
[***][***]
[***][***]

Noise levels shall be measured at the Captain’s and First Officer’s seat position at head level with normal cockpit air conditioning and ventilation in operation.

4.2.2Cabin

At a pressure altitude of [***], the guaranteed A-weighted Sound Pressure Level (SPL) and the SIL (as defined in Paragraph 5.6 herein) shall be as follows:

[***][***]
[***][***]
[***][***]

Noise levels shall be measured at a height of 40 inches (1.0 m) above the passenger compartment floor on the aisle center lines in the passenger seating area.

5GUARANTEE CONDITIONS

5.1The certification requirements for the Aircraft, except where otherwise noted, will be as stated in Section 02 of the Standard Specification.


APPENDIX 4        
5.2For the determination of take-off performance, [***].

5.3When establishing take-off [***].

5.4[***]

5.5The engines will be operated [***].

5.6Speech Interference Level (“SIL”) is defined as the [***].

5.7All guaranteed interior noise levels refer to [***].

5.8Where applicable, the Performance Guarantees assume the use of an approved fuel having a density of [***].

6GUARANTEE COMPLIANCE

6.1Compliance with the Performance Guarantees shall be demonstrated [***].

6.2Compliance with the take-off and certification noise levels classification elements of the guarantees set forth in Paragraph 4.1 herein will be demonstrated with [***].

6.3Compliance with [***].

6.4Compliance with the [***] guarantee shall be demonstrated [***].

6.5Compliance with [***].

6.6The Seller undertakes to furnish the Buyer [***].

7ADJUSTMENT OF GUARANTEES

7.1In the event that any change to any law, governmental regulation or requirement or interpretation thereof by any governmental agency (a “Rule Change”) is made subsequent to the date of the Agreement and such Rule Change affects the Aircraft configuration or performance, or both, that is required to obtain Type Certificate, the Performance Guarantees shall be appropriately modified to reflect the effect of any such Rule Change.

7.2The Performance Guarantees may be adjusted in the event of:

(i)    any configuration change which is the subject of an SCN and is not set forth in Paragraph 1 herein, and

(ii)    changes required to obtain the Type Certificate which require changes to the performance or weight of the Aircraft.

8EXCLUSIVE GUARANTEES

The Performance Guarantees are exclusive to the Buyer and are provided in lieu of any and all other [***] guarantees of any nature, [***].


APPENDIX 4        
9REMEDIES

9.1In the event that any one or more of the A330neo Aircraft fails to comply with any of the Performance Guarantees, the Seller shall [***].

9.2In the event of non-compliance with any of the guarantees set forth in [***]

(i)    [***]
(ii)    [***]
(iii)    [***]
(iv)    [***]

9.3In the event the Seller [***].

9.4The Seller’s maximum liability in respect of deficiency in performance of any A330-900neo Aircraft will be [***].
9.5    [***]

    [***]
(i)    [***]
(ii)    [***]
(iii)    [***]
(iv)    [***]

[***]

10ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

11CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Subclause 22.7 of the Agreement.

12COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.


/s/ John J. Leahy

By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.


/s/ Nathaniel J. Pieper

By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions


APPENDIX A

[***]


LETTER AGREEMENT NO. 6B

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: A350-900 AIRCRAFT PERFORMANCE GUARANTEE – RR TRENT XWB-84 ENGINES

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 6B (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the A350-900 Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1AIRCRAFT MODEL APPLICABILITY

The guarantees contained in Paragraphs 2, 3 and 4 of this Letter Agreement (the “Performance Guarantees”) are applicable to A350-900 aircraft as defined in the standard specification document number [***] Estimated Manufacturer’s Weight Empty (MWE) by an adjustment of [***] (for the purposes of this Letter Agreement, the “Standard Specification”) [***]:
(i)    [***]
(ii)    [***]

[***].

2FLIGHT PERFORMANCE

2.1Takeoff

2.1.1Takeoff Performance at [***]



When the Aircraft is operated in departure airport conditions as defined below [***]:

    [***]
    The FAA dry permissible Takeoff Weight shall not be less than [***].

2.1.2Takeoff Performance at [***]

When the Aircraft is operated in departure airport conditions as defined below [***]:

    [***]
    The FAA dry permissible Takeoff Weight shall not be less than [***].

2.1.3Takeoff Performance at [***]

When the Aircraft is operated in departure airport conditions as defined below [***]:

    [***]
    The FAA dry permissible Takeoff Weight shall not be less than [***].

2.2Speed

The level flight speed at a gross weight of [***], on an ISA+15°C day, at an [***] and using not more than maximum cruise thrust, shall not be less than the following guarantee value:

[***]

2.3[***]

2.3.1[***]

[***]

2.3.2[***]

[***]

2.3.3[***]

[***]

2.4[***]

The guarantees set forth in Paragraphs 2.4.1, 2.4.2 and 2.4.3 herein are hereinafter referred to as the “[***] Guarantees”.

2.4.1[***]



The [***] based on the A350-900 Layout (as defined in Appendix A hereto) using the conditions and operating rules defined below, shall not be less than the following guarantee value:

[***]

[***]

[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

2.4.2[***]

The [***] based on the A350-900 Layout (as defined in Appendix A hereto) using the conditions and operating rules defined below, shall not be less than the following guarantee value:

[***]



Conditions and operating rules:

[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

2.4.3[***]

The [***] based on the A350-900 Layout using the conditions and operating rules defined below, shall not be less than the following guarantee value:










[***]

Conditions and operating rules:

[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

2.5[***]

The guarantees set forth in Paragraphs 2.5.1 and 2.5.2 below are hereinafter referred to as the “[***] Guarantees”).

2.5.1[***]

The [***], in nautical miles in still air using the conditions and operating rules defined below, shall not be less than the following guarantee value:




[***]

Conditions and operating rules:

[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

2.5.2[***]

The [***] in nautical miles in still air using the conditions and operating rules defined below, shall not be less than the following guarantee value:

[***]

Conditions and operating rules:



[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

2.6[***]

The guarantee set forth in Paragraph 2.6 herein is referred to as the “[***] Guarantee”.

The block fuel for a stage length of [***]

[***]

Conditions and operating rules:



[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

2.7[***]

The [***] defined as the sum of:

-    the [***] of the Aircraft as defined in Paragraph 1 above ([***] according to Section [***] of the Standard Specification, subject to adjustments as defined in Paragraph 7.2)
plus
-    [***]

is the basis for the [***] guarantees of Paragraphs 2.4.1, 2.4.2, 2.4.3, 2.5.2 and 2.6 herein.



3USABLE LOAD

The difference between:

[***]

4SOUND LEVELS

4.1Exterior Noise - Acoustic Certification Levels

The A350-900 powered by RR TRENT XWB-84 engines [***] as defined in Paragraph 1 herein shall be certified in accordance with the requirements of Chapter 4 of ICAO Annex 16, Volume I, with a [***].

Noise data shall be obtained and evaluated in accordance with the requirements of Appendix 2 of Third Edition of ICAO Annex 16, Volume I.

4.2Interior Noise During Flight

4.2.1Cockpit

At a pressure altitude of [***], the guaranteed A-weighted Sound Pressure Level (SPL) and the SIL (as defined in Paragraph 5.6 herein) shall be as follows:

[***][***]
[***][***]
[***][***]

Noise levels shall be measured at the Captain’s and First Officer’s seat position at head level with normal cockpit air conditioning and ventilation in operation.

4.2.2Cabin

At a pressure altitude of [***]:

[***][***]
[***][***]
[***][***]
    
Noise levels shall be measured at a height of 40 inches (1.0m) above the passenger compartment floor on the aisle center lines in the passenger seating area.

5GUARANTEE CONDITIONS

5.1The certification requirements for the Aircraft, except where otherwise noted, will be as stated in Section 02 of the Standard Specification.

5.2For the determination of take-off performance, [***].



5.3When establishing take-off [***].

5.4Climb, cruise and descent performance associated with the guarantees contained herein will include [***].

5.5The engines will be operated [***].

5.6Speech Interference Level (“SIL”) is defined as [***].

5.7All guaranteed interior noise levels refer to [***].

5.8Where applicable, the Performance Guarantees assume the use of an approved fuel having a density of [***].

6GUARANTEE COMPLIANCE

6.1Compliance with the Performance Guarantees shall be demonstrated [***].

6.2Compliance with the take-off and certification noise levels classification elements of the guarantees set forth in Paragraph 4.1 herein will be demonstrated [***].

6.3Compliance [***].

6.4Compliance with the [***] guarantee shall be demonstrated with [***].

6.5Compliance with the [***].

6.6The Seller undertakes to furnish the Buyer [***].
6.7

7ADJUSTMENT OF GUARANTEES

7.1In the event that any change to any law, governmental regulation or requirement or interpretation thereof by any governmental agency (a “Rule Change”) is made subsequent to the date of the Agreement and such Rule Change affects the Aircraft configuration or performance, or both, that is required to obtain Type Certificate, the Performance Guarantees shall be appropriately modified to reflect the effect of any such Rule Change.

7.2The Performance Guarantees may be adjusted in the event of:

(i)    any configuration change which is the subject of an SCN and is not set forth in Paragraph 1 above, and

(ii)    changes required to obtain the Type Certificate which require changes to the performance or weight of the Aircraft.

8EXCLUSIVE GUARANTEES

The Performance Guarantees are exclusive to the Buyer and are provided in lieu of any and all other [***] guarantees of any nature, [***].




9REMEDIES

9.1In the event that any one or more of the A350-900 Aircraft fails to comply with any of the Performance Guarantees, the Seller shall [***].

9.2In the event of non-compliance with any of the guarantees set forth in [***]:

(i)    [***]

(ii)    [***]

(iii)    [***]

9.3In the event the Seller [***].

9.4The Seller’s maximum liability in respect of deficiency in performance of any A350-900 Aircraft will be [***].
9.5    [***]

    [***]
(i)    [***]

(ii)    [***]

(iii)    [***]

(iv)    [***]

[***]

10ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

11CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Subclause 22.7 of the Agreement.

12COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.


/s/ John J. Leahy

By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions

APPENDIX A










[***]



































        

LETTER AGREEMENT NO. 7A

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 7A (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the A330-900neo Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1DEFINITIONS

For the purposes of this Letter Agreement, the following terms shall have the following meanings:

[***]

[***]

[***]

[***]

[***]

[***]


        

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

2[***]

2.1[***]

[***]

2.2[***]


3[***]

3.1[***].

3.2[***]

(a)    [***]

(b)    [***]

(c)    [***]
4[***]

4.1[***]

(a)    [***]


        

(b)    [***]

(c)    [***]

(d)    [***]

(e)    [***]

(f)    [***]


4.2[***]

4.3[***]

4.4[***]

(a)    [***]

(b)    [***]

(c)    [***]

(d)    [***]

(e)    [***]

[***]

4.5[***]

4.6[***]

[***]

5[***]

[***]

5.1[***]

5.2[***]

5.3[***]

[***]


        

5.4[***]

5.5[***]

[***]

5.6[***]

[***]

(a)    [***]

(b)    [***]

(c)    [***]

[***]

5.7[***]

5.7.1    [***]

[***]

5.7.2    [***]

5.8[***]

5.9[***]

[***]
[***]
[***]

[***]

5.10[***]

[***]


5.11[***]

[***]
[***]

[***]

        



6[***]

6.1[***].

6.2[***]
[***]
    

[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
        
6.3[***]

[***]

    

[***][***][***]
[***][***][***]
[***][***][***]

6.4[***]

[***]

[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]

6.5[***]

[***]

        

[***]
[***]

(a)    [***]

(b)    [***]

7[***]

[***]

(i)    [***]

(ii)    [***]

(iii)    [***]

    [***]

[***]

8[***]

8.1[***]

8.2[***]

8.3[***]

9[***]

9.1[***]

[***]

9.2[***]

(a)    [***]

(b)    [***]

9.3[***]

10[***]

[***]


        

11[***]

[***]

12[***]

12.1[***]

12.2[***]

13ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

14CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Subclause 22.7 of the Agreement.

15COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and signed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).



        

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.



/s/ John J. Leahy
By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions
    


        

APPENDIX A

[***]



        

APPENDIX B


[***].















































LETTER AGREEMENT NO. 7B

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 7B (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the A350-900 Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1DEFINITIONS

For the purposes of this Letter Agreement, the following terms shall have the following meanings:

[***]

[***]

[***]

[***]

[***]

[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

2[***]

2.1[***]

[***]

2.2[***]

3[***]

3.1[***]

3.2[***]

(a)    [***]

(b)    [***]
(c)    [***]
4[***]

4.1[***]
(a)    [***]

(b)    [***]



(c)    [***]

(d)    [***]

(e)    [***]

(f)    [***]

4.2[***]

4.3[***]

4.4[***]

(a)    [***]

(b)    [***]

(c)    [***]

(d)    [***]

(e)    [***]

[***]

4.5[***]

4.6[***]

[***]

5[***]

[***]

5.1[***]

5.2[***]

5.3[***]

[***]

5.4[***]

5.5[***].



[***]

5.6[***]

[***]

(a)    [***]

(b)    [***]

(c)    [***]

[***]

5.7[***]

5.7.1[***]

[***]

5.7.2[***]

5.8[***]

5.9[***]

(a)    [***]
(b)    [***]
(c)    [***]

[***]
5.10[***]

[***]

5.11[***]

(a)    [***]
(b)    [***]

[***]

6[***]

6.1[***]

6.2[***]
[***]


    

[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
        
6.3[***]

[***]

    

[***][***][***]
[***][***][***]
[***][***][***]

6.4[***]

[***]

[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]

6.5[***]

[***]
[***]

[***]

(a)    [***]

(b)    [***]



7[***]

[***]

(i)    [***]

(ii)    [***]

(iii)    [***]

    [***]

[***]

8[***]

8.1[***]

8.2[***]

8.3[***]

9[***]

9.1[***]

[***]

9.2[***]

(a)    [***]

(b)    [***]

9.3[***]

10[***]

[***]

11[***]

[***]

12[***]

12.1[***]

12.2[***]



13ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

14CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Subclause 22.7 of the Agreement.

15COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and signed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).




If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.



/s/ John J. Leahy
By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions
    



APPENDIX A

[***]


APPENDIX B



[***]













































LETTER AGREEMENT NO. 8

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: SUPPORT MATTERS

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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


1WARRANTIES

1.1Warranties and Service Life Policy

1.1.1Standard Warranty

Subclause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following:

[***]

[***]



1.1.2Seller Service Life Policy

Subclauses 12.2.2 and 12.2.3 of the Agreement are deleted in their entirety and replaced with the following:

“12.2.2        Periods and Seller’s Undertaking

Subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item within [***] to the Buyer, the Seller shall, at its own discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation in the cost as hereinafter provided, either:

(i)    design and furnish to the Buyer a correction for such Item subject to a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts unless a part of an Item), or

(ii)    replace such Item.

12.2.3    Seller’s Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which shall be determined in accordance with the following formula:

[***]

1.1.3[***]

[***]

1.1.4[***]

[***]

[***]

1.1.5[***]

[***]

[***]



[***]

[***]

[***]


2TECHNICAL PUBLICATIONS

2.1    Clause 14.6 of the Agreement is deleted in its entirety and replaced with the following:

“14.6    Revision Service

[***]

Thereafter revision service shall be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.”


3[***]

3.1[***]

3.1.1[***]

3.1.1.1The Seller grants to the Buyer, [***].

[***]

[***]

3.1.1.2[***]

[***]

(a)[***]
(i)[***]
(ii)[***]

(b)[***]

[***]



[***]

3.1.2[***]

[***]

[***]
(A)    [***]
(B)     
(i)    [***]
(ii)    [***]

[***]

3.1.3[***]

[***]
(i)[***]
(ii)[***]

[***]

[***]


3.2[***]

3.2.1[***]

3.2.1.1[***]

[***]

[***]

3.2.1.2[***]

[***]



(a)[***]
(i)[***]
(ii)[***]
(b)[***]

[***]

[***]


3.2.2[***]

[***]

[***]
(A)    [***]
(B)     
(i)    [***]
(ii)    [***]

[***]


3.2.3[***]

[***]
(i)[***]
(ii)[***]

[***]

[***]


4[***]

[***]

[***]



[***]

[***]


5ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.


6CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.


7COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.



/s/ John J. Leahy
By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions

















    




LETTER AGREEMENT NO. 9

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: SELLER PARTS AND SELLER PARTS SERVICES
    
Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A350-900 Aircraft and A330-900neo Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 9 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1DEFINITIONS AND UNDERTAKINGS

1.1For [***] (the “Term”), the Seller shall (i) maintain, or cause to be maintained, a stock of Seller Parts (as defined below), reasonably adequate to meet the requirements of the Buyer for the Aircraft, and (ii) sell and deliver such Seller Parts (in each case, together with all necessary documentation and data) in accordance with the provisions of this Letter Agreement.

1.2For the purposes of this Letter Agreement, the term “Seller Parts” means the Seller's proprietary parts bearing a part number of the Seller or for which the Seller has the exclusive sales rights.





2DELIVERY

2.1[***]

[***]

(i)     [***]

(ii)     [***]

2.2Emergency Services

During the Term, the Seller shall maintain, or cause to be maintained, [***]. Unless otherwise agreed by the Buyer in writing, the lead-times for delivery of such qualified answer to the Buyer shall not exceed:
(i)    [***]

(ii)    [***]

(iii)     [***]

2.3[***]

[***]

3PRICES

3.1Price Condition

[***]

[***]

3.2[***]

3.2.1[***]

3.2.2[***]

[***]

3.2.3[***]



4[***]

4.1[***]

(i)    [***]

(ii)    [***]
    
4.2[***]

5[***]

Article 2.7 a) of Exhibit H to the Agreement is deleted in its entirety and replaced by the following:

“2.7    [***]

6ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

7CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Subclause 22.7 of the Agreement.

8COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).
















If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.



/s/ John J. Leahy
By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions



LETTER AGREEMENT NO. 10

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: MISCELLANEOUS

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 10 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1[***]

[***]

2CLAUSE 0 – DEFINITIONS

2.1Clause 0 of the Agreement is amended to delete the following defined term and replace it as follows:

“Development Changes – as defined in Subclause 2.3.3.”

2.2Clause 0 of the Agreement is amended to add the following defined terms:

[***]

[***]





3CLAUSE 3 – PRICE

Subclause 3.3 of the Agreement is deleted in its entirety and replaced with Subclause 3.3 attached hereto as Appendix 1.

4CLAUSE 5 – PAYMENT TERMS

4.1Subclause 5.4 of the Agreement is deleted in its entirety and replaced as follows:

“5.4    Payment of Other Amounts

5.4.1    [***]

5.4.2 Setoff/Application of Payments

[***]

4.2Subclause 5.5 of the Agreement is deleted in its entirety and replaced as follows:

“5.5    Overdue Payments

If any payment due to the Seller is not received by the Seller on the date or dates as agreed upon between the Buyer and the Seller, the Seller shall have the right to claim from the Buyer, and the Buyer shall promptly pay to the Seller, upon receipt of such claim, interest (on the basis of a 365 day year) at a rate per annum equal to [***], to be calculated from and including the due date of such payment to (but excluding) the date such payment is received by the Seller. The Seller’s right to receive such interest shall be in addition to any other rights of the Seller hereunder or at law.”

4.3Subclause 5.10 of the Agreement is deleted in its entirety.


5CLAUSE 7 – CERTIFICATION

5.1Subclauses 7.3 and 7.4 of the Agreement are deleted in their entirety and replaced with the following:

“7.3    Specification Changes before Aircraft Ready for Delivery

7.3.1    [***]

7.3.2    The Seller shall as far as practicable, [***], take into account the information available to it concerning any proposed law, rule or regulation or interpretation



that could become a Change in Law, in order to minimize the costs of changes to the Specification as a result of such proposed law, regulation or interpretation becoming effective before the Aircraft is Ready for Delivery.

7.3.3    [***]

(i)[***]

(ii)[***]

(iii)[***]

7.3.4    [***]

7.4    Specification Changes after Certificate of Acceptance
[***]

5.2A new Subclause 7.5 is added to the Agreement as follows:

“7.5    [***]

[***]

6CLAUSE 8 – THE BUYER’S ACCEPTANCE

6.1Subclause 8.1.2 of the Agreement is deleted in its entirety and replaced with the following:

[***]

6.2Subclause 8.2 of the Agreement is deleted in its entirety and replaced with the following:

“8.2    Use of Aircraft

The Seller shall be entitled to use any Aircraft prior to its Delivery to the Buyer:

(i)    [***]

(ii)    [***]

(iii)[***]
[***]




7CLAUSE 9 - DELIVERY

Subclause 9.3 of the Agreement is deleted in its entirety and replaced with the following:

“9.3    Flyaway Expenses

9.3.1 The Buyer and the Seller will cooperate to obtain any licenses that may be required by the Aviation Authority of the Delivery Location for the purpose of exporting the Aircraft

9.3.2 [***]

8CLAUSE 10 – EXCUSABLE DELAY

Clause 10 of the Agreement is deleted in its entirety and replaced with Clause 10 attached hereto as Appendix 2.

9CLAUSE 11 – INEXCUSABLE DELAY

Clause 11 of the Agreement is deleted in its entirety and replaced with Clause 11 attached hereto as Appendix 3.

10CLAUSE 20 – INDEMNIFICATION AND INSURANCE

Clause 20 of the Agreement is deleted in its entirety and replaced with Clause 20 attached hereto as Appendix 4.

11CLAUSE 21 – TERMINATION FOR CERTAIN EVENTS

Clause 21 of the Agreement is deleted in its entirety and replaced with Clause 21 attached hereto as Appendix 5.

12ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

13CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Subclause 22.7 of the Agreement.




14COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).
.





If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.


/s/ John J. Leahy

By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions
    

APPENDIX 1
3.3    Taxes, Duties, and Imposts

3.3.1    The Seller shall bear and pay the amount of [***]

3.3.2    The Buyer shall bear and pay the amount of [***]

3.3.3    The Seller shall [***]

3.3.4    It is expressly understood and agreed that [***]

3.3.5    It is expressly understood and agreed that [***]

3.3.6    [***]

3.3.7    [***]

3.3.8    [***]

3.3.9    [***]

3.3.10    [***]

3.3.11    Taxes and Disputes

[***]

[***]

[***]


APPENDIX 2
10    EXCUSABLE DELAY

10.1    Scope

The Seller shall not be responsible for or be deemed to be in default on account of delays in Delivery or failure to deliver or otherwise in the performance of the Agreement or any part hereof [***]

[***]

[***]

10.2    Unanticipated Delay

In the event that the Delivery of any Aircraft is delayed by reason of an Excusable Delay for a period of more than [***]

10.3    Anticipated Delay

In respect of any Aircraft, the Seller may [***]

10.4    Delivery Date

[***]

10.5    Lost, Destroyed or Damaged Aircraft

In the event that prior to Delivery any Aircraft is lost, destroyed or damaged beyond economic repair, the Seller shall notify the Buyer in writing within [***] after such event. Such notice shall specify the earliest date, consistent with the Seller’s other contractual commitments and production capabilities, by which the Seller would be able to deliver a replacement for such Aircraft. [***] In the event of termination of the Agreement as to a particular Aircraft as a result of such loss, destruction or damage the obligations and liabilities of the parties hereunder with respect to such Aircraft shall be discharged. [***]

10.6    [***]

10.7    REMEDIES

THIS CLAUSE 10 AND CERTAIN RELATED PROVISIONS ELSEWHERE IN THIS AGREEMENT SET FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR EXCUSABLE DELAYS IN DELIVERY OR FAILURE TO DELIVER, AND THE BUYER HEREBY WAIVES ALL RIGHTS, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO DAMAGES OR SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF. THE

APPENDIX 2
BUYER SHALL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 TO THE EXTENT THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED SOLELY BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.

10.8    [***]

[***]

(i)    [***]

(ii)    [***]

APPENDIX 3
11INEXCUSABLE DELAY

11.1[***]

11.1.1[***]
Should an A330-900neo Aircraft not be Ready for Delivery within [***] (the ”Delivery Period”) and such delay is not a result of an Excusable Delay or Total Loss (an “Inexcusable Delay”), [***].

11.1.2[***]
Should an A350-900 Aircraft not be Ready for Delivery within [***] and such delay is the result of an Inexcusable Delay, [***].


11.2[***]
11.2.1[***]

11.2.2[***]

11.2.3[***]
11.2.4[***]

11.3    [***]

[***]

11.4[***]
11.4.1[***]

11.4.2[***]

11.4.3[***]

11.5    [***]

[***]

11.6    REMEDIES

THIS CLAUSE 11 AND CERTAIN RELATED PROVISIONS ELSEWHERE IN THIS AGREEMENT SET FORTH THE SOLE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS

APPENDIX 3
ARE COVERED BY CLAUSE 10, AND THE BUYER HEREBY WAIVES ALL RIGHTS, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF. THE BUYER SHALL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED SOLELY BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.

11.7    [***]

11.8    [***]


APPENDIX 4
20    INDEMNIFICATION AND INSURANCE

20.1    [***]

20.2    [***]

(A)    [***]

(B)    [***]

20.3    [***]

(A)     [***]

(B)    [***]

20.4    [***] Upon receipt of such notice, the Indemnitor (unless otherwise agreed by the Indemnified Party and the Indemnitor) shall assume and conduct the defense, or settlement, of such claim or suit. [***] Notice of the claim or suit shall be accompanied by all information pertinent to the matter as is reasonably available to the Indemnified Party and shall be followed by such cooperation by the Indemnified Party as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor.

If the Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 20, the Indemnified Party shall, [***]

20.5    Insurance

[***]

(A)    [***]

(B)    [***]

[***]

(i)    [***]

(ii)    [***]

(iii)    [***]

APPENDIX 5
21    TERMINATION FOR CERTAIN EVENTS

21.1    Any of the following shall be considered a material breach of, [***] (“Material Breach”):

(1)    [***], the Buyer or any [***] shall commence any case, proceeding or other action with respect to [***] the Buyer in any jurisdiction relating to bankruptcy, insolvency, reorganization or relief from debtors or seeking a reorganization, arrangement, winding-up, liquidation, dissolution or other relief with respect to its debts and such case, proceeding or action is not dismissed [***].

(2)    An action is commenced seeking the appointment of a receiver, trustee, custodian or other similar official for [***] the Buyer for all or substantially all of its assets and such action is not stayed or dismissed [***] or the Buyer makes a general assignment for the benefit of its creditors.

(3)    An action is commenced against [***] or the Buyer seeking [***].

(4)    [***]

(5)    [***]

(6)    The Buyer fails to make any [***] Payment required to be made pursuant to the Agreement when such payment comes due or fails to make payment [***] required to be made pursuant to Subclause 5.3 of the Agreement.
(7)    [***]

(8)    [***]

(9)[***]
(10)    [***]

(11)    [***]

21.2    [***]



LETTER AGREEMENT NO. 11A

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 11A (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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


1.[***]
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2.4[***]
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6.ASSIGNMENT
This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

7.CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.
8.COUNTERPARTS
This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.


/s/ John J. Leahy

By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.


/s/ Nathaniel J. Pieper

By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions


LETTER AGREEMENT NO. 11B

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 11A (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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


1.[***]
[***]

[***]

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2.[***]
2.1[***]
2.2[***]
2.3[***]
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2.4[***].

2.5[***]
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3.[***]
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4.[***]
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5.[***]
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6.ASSIGNMENT
This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.


7.CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.


8.COUNTERPARTS
This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.



/s/ John J. Leahy
By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions





















LETTER AGREEMENT NO. 13A

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 13A (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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





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11ASSIGNMENT
This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.


12CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.


13COUNTERPARTS
This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.



/s/ John J. Leahy
By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions
    





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LETTER AGREEMENT NO. 13B

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 13A (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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




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11ASSIGNMENT
This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.


12CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.


13COUNTERPARTS
This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.



/s/ John J. Leahy
By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions
    





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LETTER AGREEMENT NO. 14

As of November 24, 2014

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 14 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

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2.3[***]

[***]

2.4[***]

[***]

3ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.



4CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.

5COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.



/s/ John J. Leahy
By: John J. Leahy
Title: Chief Operating Officer, Customers


Accepted and Agreed

DELTA AIR LINES, INC.



/s/ Nathaniel J. Pieper
By:     Nathaniel J. Pieper
Title:    Vice President
Fleet Strategy & Transactions
    



EXHIBIT 10.8(b)

INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

AMENDMENT NO. 3

to the
AIRBUS A330-900 AIRCRAFT AND A350-900 AIRCRAFT PURCHASE AGREEMENT
Dated as of November 24, 2014 between
AIRBUS S.A.S.
and
DELTA AIR LINES, INC.

This Amendment No. 3 (this “Amendment”), is entered into as of May 10, 2017, by and between AIRBUS S.A.S organized and existing under the laws of the Republic of France, having its registered office located at 1 Rond Point Maurice Bellonte, 31707 Blagnac-Cedex, France (the “Seller”) and DELTA AIR LINES, INC., a corporation organized and existing under the state of Delaware, United States of America, having its corporate office located at 1050 Delta Boulevard, Atlanta, Georgia 30320, USA (the “Buyer”).

WHEREAS, the Buyer and the Seller entered into an Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014, which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time is hereinafter called the “Agreement”; and

WHEREAS, the Buyer and the Seller agree to amend the Scheduled Delivery Periods of ten (10) A350-900 Aircraft, and

WHEREAS, the Buyer and the Seller agree to amend certain provisions pertaining to such ten (10) A350-900 Aircraft,

NOW, THEREFORE, IT IS AGREED AS FOLLOWS.

The capitalized terms used herein and not otherwise defined in this Amendment 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.

1
CTl404840- AMD 3- DAL- A330-900 A350-900- EXECUTION
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1.1Clause 0 of the Agreement is hereby amended to delete the following term:


A330-900neo Aircraft – any or all of the A330-300 model airframe to be purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft including the New Engine Option Changes and the A330-900neo Propulsion Systems installed thereon upon Delivery.

1.2.Clause 0 of the Agreement is hereby amended to add the following term:

[***]

A330-900 Aircraft – any or all of the A330-300 model airframe to be purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft including the New Engine Option Changes and the A330-900 Propulsion Systems installed thereon upon Delivery. All references in the Agreement to A330- 900neo Aircraft shall be deemed to be references to A330-900 Aircraft.

[***] – the A350-900 Aircraft bearing [***].



2.1.     [***]

(i)[***]

(ii)[***]

(iii)[***]

(iv)[***]

(v)[***]

(vi)[***]

(vii)[***]

2.2.    Clauses 9.1.1 and 9.1.2 of the Agreement are deleted in their entirety and are replaced with the following:

QUOTE

9.1.1 Subject to the provisions of the Agreement, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location, and the Buyer shall accept the same, during the months (each a “Scheduled Delivery
2
CTl404840- AMD 3- DAL- A330-900 A350-900- EXECUTION
PRIVILEGED AND CONFIDENTIAL


Month”) and quarters (each, a “Scheduled Delivery Quarter”) set forth in the table below:

CAC ID
Aircraft type
Scheduled Delivery Period
CAC IDAircraft type
Scheduled Delivery Period
10025681
A350-900
MAY 2017
[***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]

9.1.2 Not later than [***] prior to the start of the relevant Scheduled Delivery Quarter, the Seller shall give the Buyer notice of the anticipated month within the Scheduled Delivery Quarter during which each Aircraft shall be Ready for Delivery (the “Scheduled Delivery Month”) provided that no more than [***] shall be scheduled for Delivery pursuant to this Clause in any calendar month.
[***]

Until such notice, for the purpose of this Agreement, the middle month of the Scheduled Delivery Quarter shall be deemed to be the Scheduled Delivery Month.

UNQUOTE

3
CTl404840- AMD 3- DAL- A330-900 A350-900- EXECUTION
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2.3    [***]

(a)[***]

(b)[***]

(c)[***]

(d)[***]

(e)[***]

[***]

(a)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,
(b)this Amendment will supersede any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment, and
(c)both Parties agree that this Amendment will 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 will govern.


This Amendment and its existence shall be treated by each Party as confidential subject to the terms and conditions of Clause 22.7 of the Agreement.


5.1    THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.6 OF THE AGREEMENT.

5.2    It is agreed that the United Nations convention on contracts for the international sale of goods will not apply to this amendment.


This Amendment and the rights and obligations of the Parties will be subject to the provisions of Clause 19 of the Agreement.

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).
4
CTl404840- AMD 3- DAL- A330-900 A350-900- EXECUTION
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If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.



Very truly yours,

AIRBUS S.A.S.


By: /s/ Christophe Mourey
Its: Senior Vice President



Agreed and Accepted

DELTA AIR LINES, INC.



By: /s/ Gregory A. May
Its : Senior Vice President



5
CTl404840- AMD 3- DAL- A330-900 A350-900- EXECUTION
PRIVILEGED AND CONFIDENTIAL

EXHIBIT 10.8(c)
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

AMENDED AND RESTATED LETTER AGREEMENT NO. 4


As of May 10, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: FLEXIBILITY

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated November 24, 2014 as amended, modified or supplemented from time to time, including on the date hereof (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.

This amended and restated Letter Agreement No. 4 (hereinafter referred to as the “Letter Agreement No.4”), dated as of the date hereof, cancels and replaces the Letter Agreement No. 4 entered into between the Buyer and the Seller on November 24, 2014.

The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 4 certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement No. 4 have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement No. 4.

Both parties agree that this Letter Agreement No. 4 shall constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement No. 4 shall be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement No. 4 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement No. 4 shall govern.
LA 4 -1
CT1404840_LA 4_FLEXIBILITY_EXECUTION PRIVILEGED AND CONFIDENTIAL



1.FLEXIBILITY

The Seller hereby grants to the Buyer the following flexibility rights (the “Flexibility Rights”):

1.1A330-900 Flexibility

1.1.1[***]
1.1.1.1The Seller grants the Buyer the right to [***] (each an [***]) certain firmly ordered A330-900 Aircraft [***] subject to the following:

(i)[***]

(ii)[***]

(iii)[***]

1.1.1.2[***]

[***]

(i)[***]

(ii)[***]

(iii)[***]

(iv)[***]
1.1.1.3[***]

[***]

(i)[***]

(ii)[***]


1.1.2[***]

1.1.2.1The Seller grants the Buyer the right [***], subject to the following:

(i)[***]

LA 4 -2
CT1404840_LA 4_FLEXIBILITY_EXECUTION PRIVILEGED AND CONFIDENTIAL



(ii)[***]

(iii)[***]

(iv)[***]

1.1.2.2[***]

[***]

(i)[***]


(ii)[***]


(iii)[***]

(iv)The Seller’s obligation to comply with an A330-900 [***] shall be subject to the provisions of Paragraph 1.3.

1.1.2.3[***]

[***]

(i)[***]

(ii)[***]


1.2A350-900 Flexibility

1.2.1[***]

1.2.1.1[***]

(i)[***]

(ii)[***]

(iii)[***]
1.2.1.2[***]

[***]
LA 4 -3
CT1404840_LA 4_FLEXIBILITY_EXECUTION PRIVILEGED AND CONFIDENTIAL




(i)[***]

(ii)[***]

(iii)[***]

(iv)[***]

1.2.1.3[***]

[***]

(i)[***]

(ii)[***]

[***]

1.2.2[***]

1.2.2.1The Seller grants the Buyer the right [***].

1.2.2.2[***]

[***]

(i)[***]
(ii)[***]

1.2.2.3[***]

[***]

(i)[***]

(ii)[***]


1.2.3[***]

1.2.3.1[***]
LA 4 -4
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[***]

1.2.3.2[***]

[***]

(i)[***]

(a)[***]

(b)[***]

(ii)[***]

(iii)[***]

(a)[***]

(b)[***]

[***]

(iv)[***]


1.3General provisions applicable to Flexibility Rights

1.3.1[***]

1.3.2[***]
1.3.3[***]

1.3.4[***]

2.[***]

2.1[***]

(i)[***]

(ii)[***]

2.2[***]
LA 4 -5
CT1404840_LA 4_FLEXIBILITY_EXECUTION PRIVILEGED AND CONFIDENTIAL



(i)[***]

(ii)[***]

(iii)[***]


3.ASSIGNMENT

This Letter Agreement No. 4 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.


4.CONFIDENTIALITY

This Letter Agreement No. 4 is subject to the terms and conditions of Clause 22.7 of the Agreement.


5.COUNTERPARTS

This Letter Agreement No. 4 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


LA 4 -6
CT1404840_LA 4_FLEXIBILITY_EXECUTION PRIVILEGED AND CONFIDENTIAL



If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,
AIRBUS S.A.S.
By: /s/ Christophe Mourey
Its: Senior Vice President Contracts

Accepted and Agreed
DELTA AIR LINES, INC.


By: /s/ Gregory A. May
Its: Senior Vice President





LA 4 -7
CT1404840_LA 4_FLEXIBILITY_EXECUTION PRIVILEGED AND CONFIDENTIAL



AMENDED AND RESTATED LETTER AGREEMENT NO. 8

As of May 10, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated November 24, 2014 as amended, modified or supplemented from time to time, including on the date hereof (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.

This amended and restated Letter Agreement No. 8 (hereinafter referred to as the “Letter Agreement No.8”), dated as of the date hereof, as defined in Amendment No.3 of the Agreement, cancels and replaces the Letter Agreement No. 8 entered into between the Buyer and the Seller on November 24, 2014.

The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement No. 8 have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement No. 8.

Both parties agree that this Letter Agreement No. 8 shall constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement No. 8 shall be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement No. 8 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement No. 8 shall govern.

LA 8 -1
CT1404840_LA 4_FLEXIBILITY_EXECUTION
PRIVILEGED AND CONFIDENTIAL

1WARRANTIES

1.1Warranties and Service Life Policy

1.1.1Standard Warranty

Subclause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following:
[***]

[***]

1.1.2Seller Service Life Policy

Subclauses 12.2.2 and 12.2.3 of the Agreement are deleted in their entirety and replaced with the following:

“12.2.2    Periods and Seller’s Undertaking

Subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item within [***] the Buyer, the Seller shall, at its own discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation in the cost as hereinafter provided, either:

(i)design and furnish to the Buyer a correction for such Item subject to a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts unless a part of an Item), or

(ii)replace such Item.

12.2.3 Seller’s Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which shall be determined in accordance with the following formula:

[***]

LA 8 -2
CT1404840_LA 4_FLEXIBILITY_EXECUTION
PRIVILEGED AND CONFIDENTIAL

1.1.3[***]

[***]

1.1.4[***]

[***]

[***]

1.1.5[***]

[***]

[***]

[***]

[***]

[***]


2TECHNICAL PUBLICATIONS

2.1Clause 14.6 of the Agreement is deleted in its entirety and replaced with the following: “14.6    Revision Service
[***]

Thereafter revision service shall be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.”


3[***]

3.1[***]

3.1.1[***]

3.1.1.1    [***]

LA 8 -3
CT1404840_LA 4_FLEXIBILITY_EXECUTION
PRIVILEGED AND CONFIDENTIAL

[***]

[***]

3.1.1.2    [***]
    [***]
(a)[***]
(i)[***]
(ii)[***]

(b)[***]

[***]
[***]

3.1.2    [***]

[***]

[***]
(A)[***]
(B)[***]:
(i)[***]
(ii)[***]

[***]
3.1.3    [***]

[***]
(i)[***]
(ii)[***]

[***]

[***]


LA 8 -4
CT1404840_LA 4_FLEXIBILITY_EXECUTION
PRIVILEGED AND CONFIDENTIAL

3.2    [***]

3.2.1    [***]

3.2.1.1    [***]

[***]

[***]

3.2.1.2    [***]
     [***]
(a)[***]
(i)[***]
(ii)[***]

(b)[***]

[***]
[***]


3.2.2    [***]

[***]

[***]

[***]


3.2.3    [***]

[***]
(i)[***]
[***]

LA 8 -5
CT1404840_LA 4_FLEXIBILITY_EXECUTION
PRIVILEGED AND CONFIDENTIAL

[***]



4[***]

[***]

[***]

[***]

[***]


5ASSIGNMENT

This Letter Agreement No. 8 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

6CONFIDENTIALITY

This Letter Agreement No. 8 is subject to the terms and conditions of Clause 22.7 of the Agreement.

7COUNTERPARTS

This Letter Agreement No. 8 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).



LA 8 -6
CT1404840_LA 4_FLEXIBILITY_EXECUTION
PRIVILEGED AND CONFIDENTIAL

If the foregoing correctly sets forth your understanding, please execute the original and one ( 1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,
AIRBUS S.A.S.


By: /s/ Christophe Mourey
Its: Senior Vice President Contracts



Accepted and Agreed

DELTA AIR LINES, INC.


By: Gregory A. May
Its: Senior Vice President





LA 8 -7
CT1404840_LA 4_FLEXIBILITY_EXECUTION
PRIVILEGED AND CONFIDENTIAL

INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

AMENDMENT NO. 8

to the

AIRBUS A330-900 AIRCRAFT AND A350-900 AIRCRAFT

PURCHASE AGREEMENT

Dated as of November 24, 2014

between

AIRBUS S.A.S.

and

DELTA AIR LINES, INC.

This Amendment No. 8 (this “Amendment”), is entered into as of October 30, 2018, by and between AIRBUS S.A.S organized and existing under the laws of the Republic of France, having its registered office located at 2, rond-point Emile Dewoitine, 31707 Blagnac-Cedex, France (the “Seller”) and DELTA AIR LINES, INC., a corporation organized and existing under the state of Delaware, United States of America, having its corporate office located at 1050 Delta Boulevard, Atlanta, Georgia 30320, USA (the “Buyer”).

WHEREAS, the Buyer and the Seller entered into an Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014, which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time is hereinafter called the “Agreement”; and

WHEREAS, the Buyer wishes to purchase and the Seller agrees sell ten (10) additional A330-900 aircraft subject to the terms and conditions contained herein;

WHEREAS, the Buyer and the Seller agree to amend the Scheduled Delivery Period of ten (10) A350-900 Aircraft subject to the terms and conditions contained herein; and


CT1404840_AMD 8_DAL_A330-900 A350-900 -     
PRIVILEGED AND CONFIDENTIAL         
1

WHEREAS, the Buyer and the Seller agree to amend the Scheduled Delivery Period of two (2) A330-900 Aircraft subject to the terms and conditions contained herein,

NOW, THEREFORE, IT IS AGREED AS FOLLOWS.

The capitalized terms used herein and not otherwise defined in this Amendment 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.


1.DEFINITIONS
1.1    Clause 0 of the Agreement is hereby amended to add the following terms:

2014 A330-900 Aircraft: Any or all of the twenty-five (25) A330-900 Aircraft to be sold by the Seller and purchased by the Buyer pursuant to this Agreement as of 2014.

2018 A330-900 Aircraft: Any or all of the ten (10) A330-900 Aircraft to be sold by the Seller and purchased by the Buyer pursuant to this Agreement as amended by Amendment No. 8 in 2018. For information, such Aircraft bear Rank numbers from and including Rank 51 to and including Rank 60.

1.2    Clause 0 of the Agreement is hereby amended to delete the definition of A330-300 Standard Specification,A330neo Standard Specification Freeze, New Engine Option Changes, and Sharklets.


1.3     Clause 0 of the Agreement is hereby amended such that the definitions of A330-900 Aircraft and A330-900 Standard Specification are amended and restated in their entirety as follows to read:

A330-900 Aircraft – any or all of the A330-900 model aircraft to be purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed thereon upon Delivery in or on such aircraft including the A330-900 Propulsion System installed thereon upon Delivery. All references in the Agreement to A330-900neo Aircraft shall be deemed to be references to A330-900 Aircraft.

A330-900 Standard Specification - means the A330-900 standard specification document [***].


2.SALE AND PURCHASE

CT1404840_AMD 8_DAL_A330-900 A350-900 -     
PRIVILEGED AND CONFIDENTIAL         
2

Clause 1 of the Agreement is hereby amended and restated to read in its entirety as follows:


QUOTE

The Seller shall sell and deliver, and the Buyer shall buy and take delivery of thirty-five (35) firmly ordered A330-900 Aircraft and twenty-five (25) firmly ordered A350-900 Aircraft, subject to the terms and conditions contained in the Agreement.

UNQUOTE

3.SPECIFICATION
Clauses 2.1.1 and 2.1.2 of the Agreement are hereby amended and restated to read in their entirety as follows:

QUOTE

2.1.1    Aircraft Specification

The A330-900 Aircraft shall be manufactured in accordance with the corresponding A330-900 Standard Specification, as may have been modified or varied at the date of this Agreement by the Specification Change Notices listed in Exhibit A-3.

    2.1.2        Propulsion Systems

The A330-900 Aircraft shall be equipped with a set of two (2) Rolls-Royce Trent 7000[***] engines (the “A330-900 Propulsion Systems”), with a nominal thrust of [***] lbf.

The above-mentioned A330-900 Propulsion Systems designation is based upon information received from the Propulsion Systems Manufacturer and remains subject to any modification that may be imposed by the Propulsion Systems Manufacturer on the Seller and/or the Buyer.

UNQUOTE

4.PRICE

Clause 3.1.1 of the Agreement is amended and restated to read in its entirety as follows”

CT1404840_AMD 8_DAL_A330-900 A350-900 -     
PRIVILEGED AND CONFIDENTIAL         
3


QUOTE


3.1.1
The base price of the A330-900 Aircraft (the “A330-900 Aircraft Base Price”) is the sum of:
(i)The base price of the A330-900 Aircraft corresponding to the A330-900 Standard Specification, including the A330-900 Propulsion Systems (excluding Buyer Furnished Equipment), which is:
US$ [***] (US dollars – [***]),

and


(ii)The base price of the preliminary Specification Change Notices, as listed in Exhibit A-3, which for budgetary purposes can be estimated at:
US$ [***] (US dollars – [***])

UNQUOTE



CT1404840_AMD 8_DAL_A330-900 A350-900 -     
PRIVILEGED AND CONFIDENTIAL         
4

5.DELIVERY SCHEDULE

5.1    The Parties agree to add ten 2018 A330-900 Aircraft to the Agreement. [***]
5.2    A350-900 Rescheduling
5.2.1    The Parties agree to amend the Scheduled Delivery Periods of the Rescheduled A350-900 Aircraft [***]:
(i)[***], and
(ii)[***], and
(iii)[***], and
(iv)[***], and
(v)[***], and
(vi)[***], and
(vii)[***].

5.2.2    Predelivery Payments paid by the Buyer and held by the Seller in respect of Rescheduled A350-900 Aircraft [***].

5.3    Subject to the conditions of Clause 5.5 hereunder, the Parties agree to amend the Scheduled Delivery Periods of the two (2) A330-900 Aircraft [***]. The Aircraft referred to in the immediately preceding sentence shall be referred to as the “[***]”.
5.4    As a result of the changes set out Clauses 5.1, 5.2 and 5.3 above, Clause 9.1.1 of the Agreement is deleted in its entirety and is replaced with the following:

QUOTE
9.1.1 [***]





CT1404840_AMD 8_DAL_A330-900 A350-900 -     
PRIVILEGED AND CONFIDENTIAL         
5

RankCAC IDAircraft typeScheduled Delivery PeriodRankCAC IDAircraft typeScheduled Delivery Period
1[***][***][***]41[***][***][***]
2[***][***][***]42[***][***][***]
3[***][***][***]43[***][***][***]
4[***][***][***]44[***][***][***]
5[***][***][***]45[***][***][***]
6[***][***][***]46[***][***][***]
7[***][***][***]47[***][***][***]
8[***][***][***]48[***][***][***]
9[***][***][***]49[***][***][***]
10[***][***][***]50[***][***][***]
11[***][***][***]51[***][***][***]
16[***][***][***]52[***][***][***]
17[***][***][***]53[***][***][***]
18[***][***][***]54[***][***][***]
19[***][***][***]55[***][***][***]
21[***][***][***]56[***][***][***]
23[***][***][***]57[***][***][***]
26[***][***][***]58[***][***][***]
27[***][***][***]59[***][***][***]
14[***][***][***]60[***][***][***]
15[***][***][***]20[***][***][***]
29[***][***][***]12[***][***][***]
30[***][***][***]13[***][***][***]
34[***][***][***]22[***][***][***]
35[***][***][***]24[***][***][***]
36[***][***][***]25[***][***][***]
37[***][***][***]28[***][***][***]
38[***][***][***]31[***][***][***]
39[***][***][***]32[***][***][***]
40[***][***][***]33[***][***][***]


UNQUOTE

5.5    [***]
5.5.1    [***]

CT1404840_AMD 8_DAL_A330-900 A350-900 -     
PRIVILEGED AND CONFIDENTIAL         
6


5.5.2 [***]
If
(i)    [***] and
(ii)    [***],
[***].
5.5.3    [***]
If
(i)[***] or
(ii)[***]
(iii)[***].

5.5.4    [***]

6.SUPPORT
6.1    Clause 15.1.1 of the Agreement is amended and restated to read in its entirety as follows
QUOTE

15.1.1    In addition to the services of Seller customer support representative(s) (each a “Seller Representative”), provided by the Seller in prior agreement between the Seller and the Buyer, the Seller shall provide [***] to the Buyer [***] of exclusive services of a Seller Representative(s) at the Buyer’s main base or such other locations as the parties may agree at Delivery of the first Aircraft.
UNQUOTE

6.2    Annex A to Clause 16 of the Agreement is amended and restated to read in its entirety as set out in Annex 1.




CT1404840_AMD 8_DAL_A330-900 A350-900 -     
PRIVILEGED AND CONFIDENTIAL         
7


7.EXHIBITS AND LETTER AGREEMENTS
7.1    Exhibits
(i)Exhibit A-1 to the Agreement is amended and restated to read in its entirety as set out in Annex 2.
(ii)Exhibit A-3 to the Agreement is amended and restated to read in its entirety as set out in Annex 3.

7.2     Letter Agreements
(i)Letter Agreement No. 1 to the Agreement is deleted in its entirety and is replaced with Amended and Restated Letter Agreement No. 1 dated as of the date hereof.
(ii)Letter Agreement No. 2 to the Agreement is deleted in its entirety and is replaced with Amended and Restated Letter Agreement No. 2 dated as of the date hereof.
(iii)Amended and Restated Letter Agreement No. 4 to the Agreement is deleted in its entirety and is replaced with Amended and Restated Letter Agreement No. 4 dated as of the date hereof.
(iv)Amended and Restated Letter Agreement No. 5 to the Agreement is deleted in its entirety and is replaced with Amended and Restated Letter Agreement No. 5 dated as of the date hereof.
(v)Amended and Restated Letter Agreement No. 8 to the Agreement is deleted in its entirety and is replaced with Amended and Restated Letter Agreement No. 8 dated as of the date hereof.
(vi)Letter Agreement No. 10 to the Agreement is deleted in its entirety and is replaced with Amended and Restated Letter Agreement No. 10 dated as of the date hereof.
(vii)[***] in its entirety and is replaced with the [***], dated as of the date hereof.
8.EFFECT OF THE AMENDMENT
(a)the Agreement will be deemed amended to the extent herein provided, and, will continue in full force and effect,
(b)this Amendment will supersede any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment, and
(c)the Parties agree that this Amendment will 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 will govern.

9.CONFIDENTIALITY
This Amendment and its existence shall be treated by each Party as confidential subject to the terms and conditions of Clause 22.7 of the Agreement.


CT1404840_AMD 8_DAL_A330-900 A350-900 -     
PRIVILEGED AND CONFIDENTIAL         
8

10.GOVERNING LAW
10.1    THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.6 OF THE AGREEMENT.
10.2 It is agreed that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Amendment.
11.ASSIGNMENT
This Amendment and the rights and obligations of the Parties will be subject to the provisions of Clause 19 of the Agreement.

12.COUNTERPARTS    
This Amendment may be executed by the parties hereto in separate counterparts, each of     which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

CT1404840_AMD 8_DAL_A330-900 A350-900 -     
PRIVILEGED AND CONFIDENTIAL         
9


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.



                            Very truly yours,

                            AIRBUS S.A.S.




By : /s/ Benoit de Saint-Expéry
Its : Vice President Contracts Negotiation




Agreed and Accepted    

DELTA AIR LINES, INC.




By : /s/ Gregory A. May
Gregory A. May
Its : Senior Vice President – Fleet & Technical Procurement

CT1404840 AMD 8 DAL A330-900 A350-900     
PRIVILEGED AND CONFIDENTIAL    
Annex 1 to Amendment 8


APPENDIX A TO CLAUSE 16


TRAINING ALLOWANCE

For the avoidance of doubt, all quantities indicated below are the total quantities granted for the whole of the Buyer’s fleet of firmly ordered Aircraft, unless otherwise specified.

The contractual training courses defined in this Appendix A shall be provided [***].

Notwithstanding the above, flight operations training courses granted per firmly ordered Aircraft in this Appendix A shall be provided by the Seller within a period [***].

Any deviation to said training delivery schedule shall be mutually agreed between the Buyer and the Seller.


1.FLIGHT OPERATIONS TRAINING
1.1Flight Crew Training (standard transition course)
The Seller shall provide flight crew training (standard transition course) [***].

1.2Flight Crew Line Initial Operating Experience
The Seller shall provide to the Buyer pilot Instructor(s) [***].

Unless otherwise agreed during the Training Conference, in order to follow the Aircraft Delivery schedule, the maximum number of pilot Instructors present at any one time shall be limited to [***] pilot Instructors.

1.3Type Specific Cabin Crew Training Course
The Seller shall provide to the Buyer [***] type specific training for cabin crews for [***].

1.4Airbus Training Credits
[***]

CT1404840 AMD 8 DAL A330-900 A350-900     
PRIVILEGED AND CONFIDENTIAL    
Annex 1 to Amendment 8


1.5Airbus Simulator and APT Trainer Availability
[***]


2.PERFORMANCE / OPERATIONS COURSE(S)
The Seller shall provide to the Buyer [***] of performance / operations training [***] for the Buyer’s personnel.

    
3.MAINTENANCE TRAINING
3.1    The Seller shall provide to the Buyer [***] of maintenance training [***] for the Buyer’s personnel which may be used for any maintenance course in the Seller’s Customer Services Catalogue.
3.2    The Seller shall provide to the Buyer [***].

4.TRAINEE DAYS ACCOUNTING
Trainee days are counted as follows:

4.1    For instruction at the Seller’s Training Centers: [***]. The number of trainees originally registered at the beginning of the course shall be counted as the number of trainees to have taken the course.
4.2    For instruction outside of the Seller’s Training Centers: [***]. Seller Instructor equals the actual number of trainees attending the course or [***].
4.3    For structure maintenance training courses outside the Seller’s Training Center(s), [***].
4.4    For practical training, whether on training devices or on aircraft, [***] trainee days.



CT1404840 AMD 8 DAL A330-900 A350-900     
PRIVILEGED AND CONFIDENTIAL    
Annex 2 to Amendment 8

Exhibit A-1



















A330-900 AIRCRAFT STANDARD SPECIFICATION

The A330-900 Standard Specification is contained in a separate folder.

CT1404840 AMD 8 DAL A330-900 A350-900     
PRIVILEGED AND CONFIDENTIAL    
Annex 3 to Amendment 8
[***]

[***]

[***]

[***]

[***]





CT1404840 AMD 8 DAL A330-900 A350-900     
PRIVILEGED AND CONFIDENTIAL    

INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

AMENDED AND RESTATED LETTER AGREEMENT NO. 1

As of October 30, 2018

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated November 24, 2014 as amended, modified or supplemented from time to time, including on the date hereof (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.

This amended and restated Letter Agreement No. 1 (hereinafter referred to as the “Letter Agreement No. 1”) cancels and replaces the amended and restated Letter Agreement No. 1 entered into between the Buyer and the Seller on April 29, 2016.

The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1 certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement No. 1 have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement No. 1.

Both parties agree that this Letter Agreement No. 1 shall constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement No. 1 shall be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement No. 1 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement No. 1 shall govern.

1    [***]

1.1    A330-900 Aircraft

CT1404840 LA 1 [***]
LA 1-1
PRIVILEGED AND CONFIDENTIAL


1.1.1    In respect of each A330-900 Aircraft that is sold by the Seller and purchased by the Buyer, the Seller shall provide to the Buyer the following [***]:

(i)     [***],

(ii)    [***],

(iii)    [***],

(iv)    [***],

(v)    [***],

(vi)    [***],

(vii)    [***], and

(viii)    [***].

(ix)    [***]

    [***]

    [***]

1.1.2    The A330-900 Aircraft [***].

1.1.3    The A330-900 Aircraft [***].

1.1.4    [***]
[***]:
[***].

1.1.5    [***]

1.1.6    [***]

1.1.7    [***]

[***]

CT1404840 LA 1 [***]
LA 1-2
PRIVILEGED AND CONFIDENTIAL


1.1.8    [***]

1.1.9    [***]

1.1.10    [***]
[***]:
(i)    [***], and
(ii)    [***].

[***]

1.1.11    [***]

[***]:

(i)    [***],

(ii)    [***],

(iii)    [***],

1.1.12    [***].

1.1.13    [***]

1.1.14    [***]

1.1.15    [***]

1.2    A350-900 Aircraft

1.2.1    In respect of each A350-900 Aircraft that is sold by the Seller and purchased by the Buyer, the Seller shall provide to the Buyer [***]:

(i)     [***],

(ii)    [***],

(iii)    [***],

(iv)    [***],
CT1404840 LA 1 [***]
LA 1-3
PRIVILEGED AND CONFIDENTIAL



(v)    [***],

(vi)    [***],

(vii)    [***], and

(viii)    [***].

1.2.2    [***]

1.2.3    [***]

1.2.4    [***]

[***];
(i)    [***]
(ii)    [***]

1.2.5    [***]

1.2.6    [***]

1.2.7    [***]

[***]

[***]

[***]

1.2.8    [***]

[***]

[***]

[***]

CT1404840 LA 1 [***]
LA 1-4
PRIVILEGED AND CONFIDENTIAL


1.2.9    [***]
[***]:
(i)    [***], and
(ii)    [***].

[***]

1.3    [***]

1.3.1    [***]

(a)    [***]:
(i)    [***], and
(ii)    [***], and

(b)    [***].
[***]
[***]

1.3.2    [***]

(a)    [***]:
(i)    [***], and
(ii)    [***], and

(b)    [***].
[***]
[***]

1.4    [***]

[***]

1.5    [***]

CT1404840 LA 1 [***]
LA 1-5
PRIVILEGED AND CONFIDENTIAL


2    [***]

2.1    [***]:
(i)    [***],
(ii)    [***], and
(iii)    [***].

2.2    [***]:
(i)    [***],
(ii)    [***], and
(iii)    [***].

3    ASSIGNMENT

This Letter Agreement No. 1 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

4    CONFIDENTIALITY

This Letter Agreement No. 1 is subject to the terms and conditions of Clause 22.7 of the Agreement.

5    COUNTERPARTS

This Letter Agreement No. 1 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).
CT1404840 LA 1 [***]
LA 1-6
PRIVILEGED AND CONFIDENTIAL


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.




By : /s/ Benoit de Saint-Expéry
Its : Vice President Contracts Negotiation



Accepted and Agreed

DELTA AIR LINES, INC.



By : /s/ Gregory A. May
Gregory A. May
Its : Senior Vice President – Fleet & Technical Procurement    

CT1404840 LA 1 to the A330-900 and A350-900 Purchase Agreement [***]     
PRIVILEGED AND CONFIDENTIAL


    
AMENDED AND RESTATED LETTER AGREEMENT NO. 2


As of October 30, 2018

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014 (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.

This amended and restated Letter Agreement No. 2 (hereinafter referred to as the “Letter Agreement No. 2”), dated as of the date hereof, cancels and replaces the Letter Agreement No. 2 entered into between the Buyer and the Seller on November 24, 2014.


The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 2 certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement No. 2 have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement No. 2.

Both parties agree that this Letter Agreement No. 2 shall constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement No. 2 shall be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement No. 2 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement No. 2 shall govern.

CT1404840 LA 2 [***]
PRIVILEGED AND CONFIDENTIAL
LA 2-1

    
6    [***]

Clauses 5.2.1, 5.2.2 and 5.2.3 of the Agreement are deleted in their entirety and replaced with the following text:

[***]
[***]
[***]
[***]

[***]:

        [***], and
        
    [***].
        
[***]
        
     [***]

[***]

(i)    [***]

[***]:
















CT1404840 LA 2 [***]
PRIVILEGED AND CONFIDENTIAL
LA 2-2

    

[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]








[***]

(ii)    [***]

[***]

[***]:


[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***]
[***][***]
[***][***]
[***][***]
[***][***]


CT1404840 LA 2 [***]
PRIVILEGED AND CONFIDENTIAL
LA 2-3

    
and,

(b) [***]


(iii)    [***]

[***]:

(a) [***]:
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]










and,

(b) [***]


(iv)    [***]

[***]:

(a)    [***]:

CT1404840 LA 2 [***]
PRIVILEGED AND CONFIDENTIAL
LA 2-4

    



[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]




and,

(b) [***].

(v)    [***]

[***]:

(a)    [***]:

[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

CT1404840 LA 2 [***]
PRIVILEGED AND CONFIDENTIAL
LA 2-5

    
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
and,

(b)     [***].

(vi)    [***]

[***]:

a. [***]:



[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
and,

(b) [***].

5.2.3.1.3    [***]

[***]:

CT1404840 LA 2 [***]
PRIVILEGED AND CONFIDENTIAL
LA 2-6

    
a. [***]:
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]



and,

(b) [***].


5.2.3.2    [***]

[***]:

[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

5.2.3.3    [***]






CT1404840 LA 2 [***]
PRIVILEGED AND CONFIDENTIAL
LA 2-7

    
7    ASSIGNMENT

This Letter Agreement No. 2 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

8    CONFIDENTIALITY

This Letter Agreement No. 2 is subject to the terms and conditions of Clause 22.7 of the Agreement.

9    COUNTERPARTS

This Letter Agreement No. 2 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


CT1404840 LA 2 [***]
PRIVILEGED AND CONFIDENTIAL
LA 2-8

    
If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.



Very truly yours,

AIRBUS S.A.S.



By : /s/ Benoit de Saint-Expéry
Its : Vice President Contracts Negotiation


Accepted and Agreed

DELTA AIR LINES, INC.



By : /s/ Gregory A. May
Gregory A. May
Its : Senior Vice President – Fleet & Technical Procurement
CT1404840 LA 2 to A330-900 and A350-900 Purchase Agreement [***]         
PRIVILEGED AND CONFIDENTIAL

Appendix 1: [***]    
[***]

[***]


AMENDED AND RESTATED LETTER AGREEMENT NO. 4


As of October 30, 2018

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated November 24, 2014 as amended, modified or supplemented from time to time, including on the date hereof (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.

This amended and restated Letter Agreement No. 4 (hereinafter referred to as the “Letter Agreement No.4”), dated as of the date hereof, cancels and replaces the amended and restated Letter Agreement No. 4 entered into between the Buyer and the Seller on July 30, 2018.

The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 4 certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement No. 4 have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement No. 4.

Both parties agree that this Letter Agreement No. 4 shall constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement No. 4 shall be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement No. 4 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement No. 4 shall govern.

1.    [***]
The Seller hereby grants to the Buyer the following flexibility rights (the “Flexibility Rights”):

1.1    A330-900 Flexibility
CT1404840 LA 4 FLEXIBILITY    LA 4 - 1
PRIVILEGED AND CONFIDENTIAL

1.1.1    [***]
1.1.1.1    The Seller grants the Buyer the right to [***] certain firmly ordered A330-900 [***] subject to the following:
(i)    [***]
(ii)    [***]

(iii)    [***]:
(a)    [***], and
(b)    [***].

(iv)    [***]

1.1.1.2    [***]
[***]:
(i)    [***]
(ii)    [***]
(iii)    [***]
(iv)    [***]


1.1.1.3    [***]
[***]:
(i)    [***], and
(ii)    [***].


CT1404840 LA 4 FLEXIBILITY    LA 4 - 2
PRIVILEGED AND CONFIDENTIAL

1.1.1.4    [***]
1.1.1.4.1    [***]:
(i)    [***], and,

(ii)    [***]

a)     [***]:

i.    [***], and

ii.    [***].

b)    [***]

c)    [***]


[***]


1.1.1.4.2    [***]
1.1.1.4.3    [***]
1.1.1.4.4    [***]
1.1.1.4.5    [***]



CT1404840 LA 4 FLEXIBILITY    LA 4 - 3
PRIVILEGED AND CONFIDENTIAL

1.1.2    [***]Aircraft [***]
1.1.2.1    The Seller grants the Buyer the right to [***]:
(i)    [***]
(ii)    
(iii)    [***]
(a)    [***], and
(b)    [***].
(iv)    [***]
(v)    [***]

1.1.2.2    [***]
[***]:
(i)    [***]
(ii)    [***]
(iii)    [***]
(iv)    The Seller’s obligation to comply with an [***] shall be subject to the provisions of Paragraph 1.3.

1.1.2.3    [***]
[***]:
(i)    [***], and
(ii)    [***].


1.2    A350-900 Flexibility
CT1404840 LA 4 FLEXIBILITY    LA 4 - 4
PRIVILEGED AND CONFIDENTIAL

1.2.1    [***]
1.2.1.1    [***]:
(i)    [***]
(ii)    
(iii)    

1.2.1.2    [***]
[***]:
(i)    [***]
(ii)    [***]
(iii)    [***]
(iv)    [***]

1.2.1.3    [***]
[***]:
(i)    [***], and
(ii)    [***].
[***]

1.2.2    [***]
1.2.3    [***]
1.2.3.1    [***]
[***]
1.2.3.2    [***]
[***]:
CT1404840 LA 4 FLEXIBILITY    LA 4 - 5
PRIVILEGED AND CONFIDENTIAL

(i)    [***]:
(a)    [***], and
(b)    [***].


[***][***][***][***]
[***][***][***][***]
[***][***][***][***]
[***][***][***][***]
[***][***][***][***]
[***][***][***][***]
[***][***][***][***]
[***][***][***][***]
[***][***][***][***]
[***][***][***][***]
[***][***][***][***]


(ii)    [***]
(iii)    [***]:
(a)    [***],
(b)    [***].
[***]
[***]
(iv)    [***]


CT1404840 LA 4 FLEXIBILITY    LA 4 - 6
PRIVILEGED AND CONFIDENTIAL

1.3    General provisions applicable to Flexibility Rights
1.3.1    [***]
1.3.2    [***]
1.3.3    [***]
1.3.4    [***]

2.    [***]
2.1    [***]:
(i)    [***], and
(ii)    [***].

2.2    [***]:
(i)    [***],
(ii)    [***], and
(iii)    [***].

2.3    [***]:
(i)    [***],
(ii)    [***], and
(iii)    [***].



3.    ASSIGNMENT
This Letter Agreement No. 4 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.


CT1404840 LA 4 FLEXIBILITY    LA 4 - 7
PRIVILEGED AND CONFIDENTIAL

4.    CONFIDENTIALITY
This Letter Agreement No. 4 is subject to the terms and conditions of Clause 22.7 of the Agreement.


5.    COUNTERPARTS
This Letter Agreement No. 4 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).
CT1404840 LA 4 FLEXIBILITY    LA 4 - 8
PRIVILEGED AND CONFIDENTIAL



If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.




By : /s/ Benoit de Saint-Expéry
Its : Vice President Contracts Negotiation




Accepted and Agreed

DELTA AIR LINES, INC.



By : /s/ Gregory A. May
Gregory A. May
Its : Senior Vice President – Fleet & Technical Procurement



CT1404840 LA 4 to the A330-900 and A350-900 Purchase Agreement Flexibility         
PRIVILEGED AND CONFIDENTIAL

AMENDED AND RESTATED LETTER AGREEMENT NO. 5

As of October 30, 2018

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement on November 24, 2014 (as amended, modified or supplemented from time to time the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

This amended and restated Letter Agreement No. 5 (hereinafter referred to as the “Letter Agreement”), dated as of the date hereof, cancels and replaces the amended and restated Letter Agreement No. 5 entered into between the Buyer and the Seller on December 15, 2017.


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


1    [***]
1.1    [***]
1.1.1    [***]
[***]

[***]

CT1404840 - LA 5 [***]
PRIVILEGED AND CONFIDENTIAL
        LA 5 - 1

1.1.2    [***]
1.1.3    [***]
1.2    [***]
1.2.1     [***]
1.2.2    [***]

2    [***]
2.1    [***]
2.1.1    Clause 2.2.3.1 of the Agreement is deleted in its entirety and is replaced with the following:
[***]

2.1.2    Subclause 2.2.4 of the Agreement is deleted in its entirety and is replaced with the following:
[***]
2.2.4.2 [***]

[***]:

•     [***]; and

•     [***]; and

• [***].

[***]

[***]

2.1.3    Clause 18.1.1.2 of the Agreement is deleted in its entirety and replaced by the following:
[***]
[***]
[***]


CT1404840 - LA 5 [***]
PRIVILEGED AND CONFIDENTIAL
        LA 5 - 2

2.1.4    Clause 18.1.2 (iii) of the Agreement is deleted in its entirety and is replaced by the following:
[***]


2.2    [***]
[***]


2.3    [***]

[***]

2.4    [***]
[***]


2.5    [***]
[***]

[***]

2.5.1    [***]

3    CLAUSE 2 – SPECIFICATION
Subclause 2.3 of the Agreement is deleted in its entirety and replaced with Subclause 2.3 attached hereto as Appendix 4.


4    ASSIGNMENT
This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.


CT1404840 - LA 5 [***]
PRIVILEGED AND CONFIDENTIAL
        LA 5 - 3

5    CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.


6    COUNTERPARTS
This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

CT1404840 - LA 5 [***]
PRIVILEGED AND CONFIDENTIAL
        LA 5 - 4



If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.




By : /s/ Benoit de Saint-Expéry
Its : Vice President Contracts Negotiation


Accepted and Agreed

DELTA AIR LINES, INC.



By : /s/ Gregory A. May
Gregory A. May
Its : Senior Vice President – Fleet & Technical Procurement

CT1404840 - LA 5 to the A330-900 and A350-900 Purchase Agreement [***]
PRIVILEGED AND CONFIDENTIAL
APPENDIX 1        
[***]


[***]

[***]
CT1404840 - LA 5 [***]
PRIVILEGED AND CONFIDENTIAL        LA 5 – APX 1
APPENDIX 2        



[***]
[***]





CT1404840 - LA 5 [***]
PRIVILEGED AND CONFIDENTIAL
    LA 5 – APX 2
APPENDIX 3            

[***]


























    
    
CT1404840 - LA 5 [***]
PRIVILEGED AND CONFIDENTIAL
                        
LA 5 – APX 3
APPENDIX 4        
2.3 Specification Amendment
The parties understand and agree that the A350-900 Specification and the A330-900 Standard Specification may be further amended following signature of this Agreement in accordance with the terms of this Subclause 2.3.

2.3.1    Specification Change Notice

The Specification may be amended by written agreement between the parties substantially in the form set out in Exhibit B-1 (each, a “Specification Change Notice” or “SCN”). Each SCN shall set forth the particular Aircraft that would be affected by the SCN as well as, in detail, the particular changes to be made in the Specification, any materials to be deleted from the Aircraft by the Seller in connection with such SCN, and the effect, if any, of such changes on design, performance, weight, balance, Scheduled Delivery Quarter or Scheduled Delivery Month (as applicable), Buyer Furnished Equipment and price of each Aircraft affected thereby and interchangeability or replaceability of parts.

2.3.2    [***]

2.3.2.1 [***]

2.3.2.2    [***]

2.3.3    Development Changes

The Specification may also be amended to incorporate changes deemed necessary by the Seller to improve the Aircraft, prevent delay or ensure compliance with the Agreement (“Development Changes”), as set forth in this Subclause 2.3.3.

2.3.3.1    Manufacturer Specification Change Notices

The Specification may be amended by the Seller through a Manufacturer Specification Change Notice (“MSCN”), which shall be substantially in the form set out in Exhibit B-2 hereto, or by such other means as may be deemed appropriate, and shall set forth the particular Aircraft that are affected by the MSCN as well as, in detail, the particular changes to be made in the Specification, any materials to be deleted from the Aircraft by the Seller in connection with such MSCN, and the effect, if any, of such changes on design, performance, weight, balance, Scheduled Delivery Quarter or Scheduled Delivery Month (as applicable), Buyer Furnished Equipment and price of each Aircraft affected thereby and interchangeability or replaceability of parts.

CT1404840 - LA 5 [***]
PRIVILEGED AND CONFIDENTIAL    

    LA 5 – APX 4
APPENDIX 4        
Except when the MSCN is necessitated by an Aviation Authority directive or by equipment obsolescence, in which case the MSCN shall be accomplished without requiring the Buyer’s consent, if the MSCN adversely affects the performance, weight, Base Price, Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under the Specification, [***].

For the purposes of Subclause 2.3.3.1, the term “equipment obsolescence” refers to equipment which is no longer manufactured or available commercially.

2.3.3.2    In the event of the Seller revising the Specification to incorporate Development Changes which have no adverse effect on the performance, weight, Base Price, Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under the Specification, such revision shall be performed by the Seller without the Buyer’s consent. In such cases, the Buyer shall have access to the details of such changes through the relevant application in AirbusWorld.

CT1404840 - LA 5 [***]
PRIVILEGED AND CONFIDENTIAL    

    LA 5 – APX 4

AMENDED AND RESTATED LETTER AGREEMENT NO. 8

As of October 30, 2018

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: SUPPORT MATTERS

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated November 24, 2014 as amended, modified or supplemented from time to time, including on the date hereof (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.

This amended and restated Letter Agreement No. 8 (hereinafter referred to as the “Letter Agreement No.8”), dated as of the date hereof, cancels and replaces the amended and restated Letter Agreement No. 8 entered into between the Buyer and the Seller on December 15, 2017.

The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement No. 8 have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement No. 8.

Both parties agree that this Letter Agreement No. 8 shall constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement No. 8 shall be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement No. 8 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement No. 8 shall govern.


1    WARRANTIES

1.1    Warranties and Service Life Policy

1.1.1    Standard Warranty

Subclause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following:

CT1404840 LA 8 RESTATED PER AMD 4 SUPPORT MATTERS
PROPRIETARY AND CONFIDENTIAL
LA 8-1


[***]
[***]

1.1.2    Seller Service Life Policy

Subclauses 12.2.2 and 12.2.3 of the Agreement are deleted in their entirety and replaced with the following:

“12.2.2        Periods and Seller’s Undertaking

Subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item within [***] to the Buyer, the Seller shall, at its own discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation in the cost as hereinafter provided, either:

(i)    design and furnish to the Buyer a correction for such Item subject to a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts unless a part of an Item), or

(ii)    replace such Item.

12.2.3    Seller’s Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which shall be determined in accordance with the following formula:

[***]

1.1.3    [***]

[***]

1.1.4    [***]

[***]

[***]


CT1404840 LA 8 RESTATED PER AMD 4 SUPPORT MATTERS
PROPRIETARY AND CONFIDENTIAL
LA 8-2

1.1.5    [***]

[***]

[***]

[***]

[***]

[***]


2    TECHNICAL PUBLICATIONS

2.1    Clause 14.6 of the Agreement is deleted in its entirety and replaced with the following:

“14.6    Revision Service

[***]

Thereafter revision service shall be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.”

[***]


3    [***]

3.1    [***]

3.1.1    [***]

3.1.1.1    [***]

[***]

[***]

[***]


3.1.1.2    [***]


CT1404840 LA 8 RESTATED PER AMD 4 SUPPORT MATTERS
PROPRIETARY AND CONFIDENTIAL
LA 8-3

[***]:

(a)    [***]:
(i)    [***], and
(ii)    [***] and,

(b)    [***].

[***]

[***]


3.1.2    [***]

[***]
[***]:
(A)    [***],
(B)     or by:
(i)[***], and
(ii)[***].

[***]

[***]

3.1.3    [***]

[***]:
(i)    [***], and
(ii)    [***].

[***]

[***]

3.2    [***]


CT1404840 LA 8 RESTATED PER AMD 4 SUPPORT MATTERS
PROPRIETARY AND CONFIDENTIAL
LA 8-4

3.2.1    [***]

3.2.1.1    [***]

[***]

[***]

3.2.1.2    [***]

[***]

(a)    [***]:
(i)    [***], and
(ii)    [***], and

(b)    [***].

[***]

[***]


3.2.2    [***]

[***]

[***]

[***]

3.2.3    [***]

[***]:
(i)    [***], and
(ii)    [***].


CT1404840 LA 8 RESTATED PER AMD 4 SUPPORT MATTERS
PROPRIETARY AND CONFIDENTIAL
LA 8-5

[***]


4    [***]

[***]

[***]

[***]

[***]


5    [***]

[***]

6    [***]

6.1    [***]

6.1.1    [***]:

a.    [***], and
    
b.    [***], and

c.    [***]
    
6.1.2    [***]

6.2    [***]
6.2.1    [***]
6.2.2    [***]
6.2.3    [***]
i.    [***], and

ii.    [***], and


CT1404840 LA 8 RESTATED PER AMD 4 SUPPORT MATTERS
PROPRIETARY AND CONFIDENTIAL
LA 8-6

iii.    [***].

6.2.4    [***]

6.3    [***]

[***]:
(i)     [***], and
(ii)    [***], and
(iii)    [***].

7    ASSIGNMENT

This Letter Agreement No. 8 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.


8    CONFIDENTIALITY

This Letter Agreement No. 8 is subject to the terms and conditions of Clause 22.7 of the Agreement.


9    COUNTERPARTS

This Letter Agreement No. 8 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

CT1404840 LA 8 RESTATED PER AMD 4 SUPPORT MATTERS
PROPRIETARY AND CONFIDENTIAL
LA 8-7

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.




By : /s/ Benoit de Saint-Expéry
Its : Vice President Contracts Negotiation




Accepted and Agreed

DELTA AIR LINES, INC.



By : /s/ Gregory A. May
Gregory A. May
Its : Senior Vice President – Fleet & Technical Procurement
    















CT1404840 LA 8 to the A330-900 and A350-900 Purchase Agreement Support Matters
PROPRIETARY AND CONFIDENTIAL

Appendix A: [***]

[***]

CT1404840 LA 8 RESTATED PER AMD 4 SUPPORT MATTERS
PROPRIETARY AND CONFIDENTIAL
LA 8- APX A - 1


AMENDED AND RESTATED LETTER AGREEMENT NO. 10

As of October 30, 2018

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: MISCELLANEOUS

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014 (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.

This amended and restated Letter Agreement No. 10 (hereinafter referred to as the “Letter Agreement No. 10”), dated as of the date hereof, cancels and replaces the Letter Agreement No. 10 entered into between the Buyer and the Seller on November 24, 2014.

The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 10 certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement No. 10 have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement No. 10.

Both parties agree that this Letter Agreement No. 10 shall constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement No. 10 shall be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement No. 10 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement No. 10 shall govern.

1    [***]

[***]

2    CLAUSE 0 – DEFINITIONS

2.1    Clause 0 of the Agreement is amended to delete the following defined term and replace it as follows:

“Development Changes – as defined in Subclause 2.3.3.”
CT1404840 LA 10 Miscellaneous
PRIVILEGED AND CONFIDENTIAL
LA 10-1



[***]



2.2    Clause 0 of the Agreement is amended to add the following defined terms:

[***]

[***]

    [***]

[***]


3    CLAUSE 3 – PRICE

Subclause 3.3 of the Agreement is deleted in its entirety and replaced with Subclause 3.3 attached hereto as Appendix 1.

4    CLAUSE 5 – PAYMENT TERMS

4.1    Subclause 5.3 of the Agreement is deleted in its entirety and replaced as follows:

QUOTE

5.3    [***]
        
[***]

(i)    [***], and

(ii)    [***]
a.    [***], or
b.    [***].

[***]

[***]

[***]
a.    [***], and
b.    [***]
CT1404840 LA 10 Miscellaneous
PRIVILEGED AND CONFIDENTIAL
LA 10-2



[***].


UNQUOTE

4.2    Subclause 5.4 of the Agreement is deleted in its entirety and replaced as follows:

“5.4    Payment of Other Amounts

5.4.1    [***]

5.4.2 Setoff/Application of Payments

[***]

4.3    Subclause 5.5 of the Agreement is deleted in its entirety and replaced as follows:

“5.5    Overdue Payments

If any payment due to the Seller is not received by the Seller on the date or dates as agreed upon between the Buyer and the Seller, the Seller shall have the right to claim from the Buyer, and the Buyer shall promptly pay to the Seller, upon receipt of such claim, interest (on the basis of a 365 day year) at a rate per annum equal to [***], to be calculated from and including the due date of such payment to (but excluding) the date such payment is received by the Seller. The Seller’s right to receive such interest shall be in addition to any other rights of the Seller hereunder or at law.”

4.4    Subclause 5.10 of the Agreement is deleted in its entirety.



5    CLAUSE 7 – CERTIFICATION

5.1    Subclauses 7.3 and 7.4 of the Agreement are deleted in their entirety and replaced with the following:

“7.3    Specification Changes before Aircraft Ready for Delivery

7.3.1    [***]

7.3.2    The Seller shall as far as practicable, [***], take into account the information available to it concerning any proposed law, rule or regulation or interpretation that could become a Change in Law, in order to minimize the costs of changes to
CT1404840 LA 10 Miscellaneous
PRIVILEGED AND CONFIDENTIAL
LA 10-3


the Specification as a result of such proposed law, regulation or interpretation becoming effective before the Aircraft is Ready for Delivery.

7.3.3    [***]:

(i)    [***];

(ii)    [***];

(iii)    [***].

7.3.4    [***]

7.4    Specification Changes after Certificate of Acceptance
[***]

5.2    A new Subclause 7.5 is added to the Agreement as follows:

“7.5    [***]

[***]


6    CLAUSE 8 – THE BUYER’S ACCEPTANCE

6.1    Subclause 8.1.2 of the Agreement is deleted in its entirety and replaced with the following:

[***]

6.2    Subclause 8.2 of the Agreement is deleted in its entirety and replaced with the following:

“8.2    [***]

[***]:

(i)    [***],

(ii)    [***], and

(iii)    [***].
[***]

CT1404840 LA 10 Miscellaneous
PRIVILEGED AND CONFIDENTIAL
LA 10-4


7    CLAUSE 9 - DELIVERY

Subclause 9.3 of the Agreement is deleted in its entirety and replaced with the following:

“9.3    Flyaway Expenses

9.3.1 The Buyer and the Seller will cooperate to obtain any licenses that may be required by the Aviation Authority of the Delivery Location for the purpose of exporting the Aircraft

9.3.2 [***]

8    CLAUSE 10 – EXCUSABLE DELAY

Clause 10 of the Agreement is deleted in its entirety and replaced with Clause 10 attached hereto as Appendix 2.

9    CLAUSE 11 – INEXCUSABLE DELAY

Clause 11 of the Agreement is deleted in its entirety and replaced with Clause 11 attached hereto as Appendix 3.

10    CLAUSE 20 – INDEMNIFICATION AND INSURANCE

Clause 20 of the Agreement is deleted in its entirety and replaced with Clause 20 attached hereto as Appendix 4.

11    CLAUSE 21 – TERMINATION FOR CERTAIN EVENTS

Clause 21 of the Agreement is deleted in its entirety and replaced with Clause 21 attached hereto as Appendix 5.

12    ASSIGNMENT

This Letter Agreement No. 10 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

13    CONFIDENTIALITY

This Letter Agreement No. 10 is subject to the terms and conditions of Subclause 22.7 of the Agreement.

CT1404840 LA 10 Miscellaneous
PRIVILEGED AND CONFIDENTIAL
LA 10-5


14    COUNTERPARTS

This Letter Agreement No. 10 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).
.
CT1404840 LA 10 Miscellaneous
PRIVILEGED AND CONFIDENTIAL
LA 10-6


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.




By : /s/ Benoit de Saint-Expéry
Its : Vice President Contracts Negotiation



Accepted and Agreed

DELTA AIR LINES, INC.



By : /s/ Gregory A. May
Gregory A. May
Its : Senior Vice President – Fleet & Technical Procurement    
CT1404840 LA 10 to the A330-900 and A350-900 Purchase Agreement Miscellaneous
PRIVILEGED AND CONFIDENTIAL


APPENDIX 1
3.3    Taxes, Duties, and Imposts

3.3.1    The Seller shall bear and pay the amount of [***].

3.3.2    The Buyer shall bear and pay the amount of [***].

3.3.3    The Seller shall [***].

3.3.4    It is expressly understood and agreed that [***].

3.3.5    It is expressly understood and agreed that [***].

3.3.6    [***]

3.3.7    [***]

3.3.8    [***]

3.3.9    [***]

3.3.10    [***]

3.3.11    Taxes and Disputes

[***]

[***]

[***]

CT1404840_LA 10_Miscellaneous
PRIVILEGED AND CONFIDENTIAL
1
APPENDIX 2

10    EXCUSABLE DELAY

10.1    Scope

The Seller shall not be responsible for or be deemed to be in default on account of delays in Delivery or failure to deliver or otherwise in the performance of the Agreement or any part hereof [***].

[***]

[***]

10.2    Unanticipated Delay

In the event that the Delivery of any Aircraft is delayed by reason of an Excusable Delay for a period of more than [***].

10.3    Anticipated Delay

In respect of any Aircraft, the Seller may [***].

10.4    Delivery Date

[***]

10.5    Lost, Destroyed or Damaged Aircraft

In the event that prior to Delivery any Aircraft is lost, destroyed or damaged beyond economic repair, the Seller shall notify the Buyer in writing within [***] after such event. Such notice shall specify the earliest date, consistent with the Seller’s other contractual commitments and production capabilities, by which the Seller would be able to deliver a replacement for such Aircraft. [***] In the event of termination of the Agreement as to a particular Aircraft as a result of such loss, destruction or damage the obligations and liabilities of the parties hereunder with respect to such Aircraft shall be discharged. [***].

10.6    [***]

10.7    REMEDIES

THIS CLAUSE 10 AND CERTAIN RELATED PROVISIONS ELSEWHERE IN THIS AGREEMENT SET FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR EXCUSABLE DELAYS IN DELIVERY OR FAILURE TO DELIVER, AND THE BUYER HEREBY WAIVES ALL RIGHTS, INCLUDING WITHOUT
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APPENDIX 2
LIMITATION ANY RIGHTS TO DAMAGES OR SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF. THE BUYER SHALL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 TO THE EXTENT THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED SOLELY BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.

10.8    [***]

[***]:

(i)    [***], and

(ii)    [***].
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APPENDIX 3
11    INEXCUSABLE DELAY

11.1    [***]

11.1.1    [***]
[***]

11.1.2    [***]
[***]


11.2    [***]

11.2.1    [***]

11.2.2    [***]

11.2.3    [***]

11.2.4    [***]


11.3    [***]

[***]

11.4    [***]

11.4.1    [***]

11.4.2    [***]

11.4.3    [***]


11.5    [***]

[***]

11.6    REMEDIES

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APPENDIX 3
THIS CLAUSE 11 AND CERTAIN RELATED PROVISIONS ELSEWHERE IN THIS AGREEMENT SET FORTH THE SOLE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 10, AND THE BUYER HEREBY WAIVES ALL RIGHTS, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF. THE BUYER SHALL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED SOLELY BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.

11.7    [***]

11.8    [***]

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APPENDIX 4
20    INDEMNIFICATION AND INSURANCE

20.1    [***]

20.2    [***]:

(A)    [***], and

(B)    [***].

20.3    [***]:

(A)     [***], and

(B)    [***].

20.4    [***] Upon receipt of such notice, the Indemnitor (unless otherwise agreed by the Indemnified Party and the Indemnitor) shall assume and conduct the defense, or settlement, of such claim or suit. [***] Notice of the claim or suit shall be accompanied by all information pertinent to the matter as is reasonably available to the Indemnified Party and shall be followed by such cooperation by the Indemnified Party as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor.

If the Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 20, the Indemnified Party shall, [***].

20.5    Insurance

[***]:

(A)    [***], and

(B)    [***].

[***]:

(i)    [***],

(ii)    [***], and

(iii)    [***].
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APPENDIX 5
21    TERMINATION FOR CERTAIN EVENTS

21.1    Any of the following shall be considered a material breach of, [***]:

(1)    [***], the Buyer or any [***] shall commence any case, proceeding or other action with respect to [***] or the Buyer in any jurisdiction relating to bankruptcy, insolvency, reorganization or relief from debtors or seeking a reorganization, arrangement, winding-up, liquidation, dissolution or other relief with respect to its debts and such case, proceeding or action is not dismissed [***].

(2)    An action is commenced seeking the appointment of a receiver, trustee, custodian or other similar official for [***] or the Buyer for all or substantially all of its assets and such action is not stayed or dismissed [***], or the Seller or the Buyer makes a general assignment for the benefit of its creditors.

(3)    An action is commenced against [***].

(4)    [***]

(5)    [***]

(6)    The Buyer fails to make any [***] Payment required to be made pursuant to the Agreement when such payment comes due or fails to make payment [***] required to be made pursuant to Subclause 5.3 of the Agreement.
(7)    [***]

(8)    [***]

(9)    [***]
(10)    [***]

(11)    [***]

21.2    [***]


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EXHIBIT 10.9(a)
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

AIRBUS A321 NEO AIRCRAFT
PURCHASE AGREEMENT



Dated as of December 15, 2017


between


DELTA AIR LINES, INC.

and

AIRBUS S.A.S





C O N T E N T S



0    DEFINITIONS                                    4
1    SALE AND PURCHASE                                10
2    SPECIFICATION                                    11
3    PRICE                                            14
4    PRICE REVISION                                    18
5    PAYMENT                                        19
6    PLANT REPRESENTATIVES - INSPECTION                    22            
7    CERTIFICATION                                    23
8    THE BUYER'S ACCEPTANCE                            25
9    DELIVERY                                        27
10    EXCUSABLE DELAY AND TOTAL LOSS                    29
11    INEXCUSABLE DELAY                                32
12    WARRANTIES AND SERVICE LIFE POLICY                    34
13    PATENT INDEMNITY                                51
14    TECHNICAL PUBLICATIONS                            53    
15    FIELD ASSISTANCE                                62
16    TRAINING                                        64
17    SUPPLIERS' PRODUCT SUPPORT                            74
18    BUYER FURNISHED EQUIPMENT                        76
19    ASSIGNMENT                                    81
20    INDEMNITIES AND INSURANCE                            83
21    TERMINATION                                    85
22    MISCELLANEOUS PROVISIONS                            90


EXHIBITS

EXHIBIT A-1            [***]

EXHIBIT A-2            A321 NEO AIRCRAFT STANDARD SPECIFICATION
EXHIBIT A-3    [***]

EXHIBIT A-4    CHANGE ORDERS TO A321 NEO AIRCRAFT STANDARD SPECIFICATION (SCNs)
EXHIBIT B-1    FORM OF SPECIFICATION CHANGE NOTICE
EXHIBIT B-2    FORM OF MANUFACTURER’S SPECIFICATION CHANGE NOTICE

EXHIBIT B-3    FORM OF [***]

EXHIBIT C-1            AIRFRAME PRICE REVISION FORMULA
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EXHIBIT C-2    CFM INTERNATIONAL PROPULSION SYSTEMS PRICE REVISION FORMULA

EXHIBIT C-3     INTERNATIONAL AERO ENGINES LLC PROPULSION SYSTEMS PRICE REVISION FORMULA

EXHIBIT D-1    FORM OF CERTIFICATE OF ACCEPTANCE (MOBILE DELIVERIES)

EXHIBIT D-2    FORM OF CERTIFICATE OF ACCEPTANCE (BLAGNAC/HAMBURG DELIVERIES)

EXHIBIT E-1    FORM OF BILL OF SALE (MOBILE DELIVERIES)

EXHIBIT E-2    FORM OF BILL OF SALE (BLAGNAC/HAMBURG DELIVERIES)

EXHIBIT F            SERVICE LIFE POLICY – LIST OF ITEMS

EXHIBIT G    TECHNICAL DATA INDEX

EXHIBIT H    MATERIAL SUPPLY AND SERVICES

EXHIBIT I    [INTENTIONALLY LEFT BLANK]

EXHIBIT J            FORM OF AIRBUS S.A.S. WARRANTY











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P U R C H A S E A G R E E M E N T


This Agreement is made this 15th day of December, 2017


Between


Airbus SAS, a French société par actions simplifiée, with its registered office at
2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 383 474 814 (the "Seller"),


and


DELTA AIR LINES, INC., a corporation organized and existing under Delaware law with offices located at 1050 Delta Boulevard, Atlanta, Georgia 30320 (the “Buyer”).


WHEREAS, the Buyer wishes to purchase, and the Seller is willing to sell, one hundred (100) firm Airbus A321 NEO Aircraft model aircraft, upon the terms and conditions provided herein.


NOW THEREFORE IT IS AGREED AS FOLLOWS:
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1
0 DEFINITIONS
For all purposes of the Agreement (as defined below), except as otherwise expressly provided, the following terms shall have the following meanings:

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

A321 NEO Aircraft – any or all A321-200NX type aircraft to be sold by the Seller and to be purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft, and the Propulsion System installed thereon upon delivery.

A321 NEO Airframe – any A321 NEO Aircraft, excluding the Propulsion Systems therefor.

A321 NEO Propulsion System – as defined in Subclause 2.3.1

A321 NEO Propulsion System A Base Price – as defined in Subclause 3.1.2.

A321 NEO Propulsion System A Reference Price – as defined in Subclause 3.1.2.

A321 NEO Propulsion System B Base Price – as defined in Subclause 3.1.2.

A321 NEO Propulsion System B Reference Price – as defined in Subclause 3.1.2.


A321 NEO Standard Specification – the A321-200NX standard specification document Number [***], a copy of which has been annexed hereto as Exhibit A-2.

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Affiliate – with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity. For purposes of the preceding sentence, “control” of an entity shall mean the direct or indirect ownership of voting securities having the power to direct or cause the direction of the management and policies of such entity.

Agreement – this A321 NEO purchase agreement, including all exhibits, appendixes and letter agreements attached hereto, as the same may be amended or modified and in effect from time to time.

Airbus Equivalent Thrust or AET – is the Airbus Equivalent Thrust at [***], which is representative of sea level aircraft performance.

    AirbusWorld – as defined in Subclause 14.5.4.    

AirbusWorld GTC – means the General Terms and Conditions of Access to and Use of the Secure Area of the AirbusWorld/Online Services between the Seller and the Buyer (as successor in interest to Northwest Airlines Inc.) dated November 2, 2006, as may be amended from time to time.

Aircraft – any or [***].

Aircraft Training Services – all aircraft training services including but not limited to any and all (i) flight support services, training courses, flight training, flight assistance, line training, line assistance, flights of any kind performed by the Seller, its agents, employees or subcontractors, and maintenance support, maintenance training (including Practical Training), training support of any kind performed on aircraft and provided to the Buyer pursuant to this Agreement.

Airframe – [***].

Airframe Price Revision Formula – as set forth in Exhibit C-1.

ATA Specification – recommended specifications developed by the Air Transport Association of America reflecting consensus in the commercial Aviation industry on accepted means of communicating information, conducting business, performing operations and adhering to accepted practices.

Aviation Authority – when used with respect to any jurisdiction, the government entity that, under the laws of such jurisdiction, has control over civil aviation or the registration, airworthiness or operation of civil aircraft in such jurisdiction.

Balance of the Final Contract Price – as defined in Subclause 5.3.

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Base Price – for any Aircraft, Airframe and SCN or Propulsion System, as defined in Clause 3 of the Agreement.

Buyer Furnished Equipment or BFE – as defined in Subclause 18.1.1

Certificate of Acceptance – as defined in Subclause 8.3.

CFM – means CFM International.

Contractual Definition Freeze or CDF – as defined in Subclause 2.4.2.

Customization Milestone Chart – as defined in Subclause 2.4.1.

Declaration of Design and Performance or DDP – the documentation provided by an equipment manufacturer guaranteeing that the corresponding equipment meets the requirements of the Specification, the interface documentation as well as all the relevant certification requirements.

Delivery – the transfer of title to the Aircraft from the Seller to the Buyer in accordance with Clause 9.

Delivery Date – the date on which Delivery occurs.

Delivery Location – the facilities of the Seller at the location of final assembly of the Aircraft.

Development Changes – as defined in Subclause 2.2.2.

EASA – the European Aviation Safety Agency or any successor thereto.

Excusable Delay – as defined in Subclause 10.1.

Export Certificate of Airworthiness – an export certificate of airworthiness issued by the Aviation Authority of the Delivery Location.

FAA – the U.S. Federal Aviation Administration or any successor agency thereto.

Failure – as defined in Subclause 12.2.1.2.

Final Contract Price – as defined in Subclause 3.2.

Goods and Services – any goods, excluding Aircraft, and services that may be purchased by the Buyer from the Seller.

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IAE LLC – International Aero Engines LLC

In-house Warranty – as defined in Subclause 12.1.7(i).

In-house Warranty Labor Rate – as defined in Subclause 12.1.7(v)(a).

Inexcusable Delay – as defined in Subclause 11.1.

Interface Problem – as defined in Subclause 12.4.1.

Item – as defined in Subclause 12.2.1.1.

Manufacture Facilities – means the various manufacture facilities of the Seller, its Affiliates or any subcontractor, where the Airframe or its parts are manufactured or assembled.

Manufacturer Specification Change Notice or MSCN – as defined in Subclause 2.2.2.1.

Practical Training – as defined in Subclause 16.8.2.

Predelivery Payment – any payment made against the Final Contract Price of an Aircraft in accordance with Subclause 6.2.

Predelivery Payment Reference Price – as defined in Subclause 5.2.2.

Prime Rate – the rate of interest per annum publicly announced from time to time by the Wall Street Journal, as the consensus prime rate and calculated for any period using the weighted average of the Prime Rate over the period in which interests are due.

Propulsion System – [***].

Propulsion System Manufacturer – either CFM or IAE LLC, as applicable.

Propulsion System Price Revision Formula – for any Propulsion System, the applicable price revision formula as set forth in Exhibit C-2 or C-3.

Propulsion System Reference Price – [***].

Ready for Delivery – with respect to any Aircraft, the time when (i) the Technical Acceptance Process set forth in Clause 8 has been completed in accordance with Clause 8 and (ii) all conditions required by EASA for the issuance of the Export Certificate for Airworthiness, without exception, have been satisfied.

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Reference Price – means the Reference Price of a set of Propulsion Systems as set out in Part 2 of Exhibit C.

Scheduled Delivery Month – as defined in Subclause 9.1.

Seller Service Bulletin – means a document approved by an Aviation Authority issued by the Seller to aircraft operators to implement a modification to the design of, or an inspection to, a delivered aircraft either to maintain or to improve the operation of said delivered aircraft.

Seller Service Life Policy – as referred to in Subclause 12.2.

Seller’s Representatives – the representatives of the Seller referred to in Clause 15.

SFE – for any Aircraft, all of the items of equipment that shall be furnished by the Seller and installed in the Aircraft by the Seller, as defined in the Specification.

Specification – either (a) the Standard Specification if no SCNs are applicable or (b) if SCNs or MSCNs are issued, the Standard Specification as amended by all applicable SCNs and MSCNs.

Specification Change Notice or SCN – as defined in Subclause 2.2.1.

Standard Specification – [***].
Supplier – any supplier of Supplier Parts.

Supplier Part – as defined in Subclause 12.3.1.

Supplier Product Support Agreements – as defined in Subclause 17.1.2

Technical Acceptance Process – as defined in Subclause 8.1.3

Type Certificate – as defined in Subclause 7.1.

Warranted Part – as defined in Subclause 12.1.1.

Warranty Claim – as defined in Subclause 12.1.6(v).

Working Day – with respect to any action to be taken hereunder, a day other than a Saturday, Sunday or other day designated as a holiday in the jurisdiction in which such action is required to be taken.

    The following rules of construction apply to the Agreement:
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        (i)    the definition of a singular shall apply to plurals of the same words;

    (ii)    “include” and “including” are not limiting except when used in the computation of time periods;

    (iii)    “hereby,” “herein,” “hereof,” “hereunder,” “the Agreement,” “this Agreement,” and any like words refer to the Agreement and not a particular Clause thereof; and

    (iv)    a reference herein to a Clause, Subclause, Exhibit, Attachment or Appendix without further reference is to the relevant Clause, Subclause, Exhibit, Attachment or Appendix of the Agreement.

    (v)    References in the Agreement to any statute, regulation, order or other law shall be to such statute, regulation, order or other law as amended or modified and in effect at the time any such reference is operative.

Technical and trade terms not otherwise defined herein shall have the meanings assigned to them as generally accepted in the aircraft manufacturing industry.
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1SALE AND PURCHASE

The Seller shall sell and deliver, and the Buyer shall buy and take delivery of, one hundred (100) A321 NEO Aircraft subject to the terms and conditions contained in the Agreement.

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2SPECIFICATION

2.1Aircraft Specification

2.1.1The Aircraft shall be manufactured in accordance with the Standard Specification, as may already have been modified or varied prior to the date of the Agreement by the Specification Change Notices listed in Exhibits A-3 or A-4, as applicable.

2.2Specification Amendment

The parties understand and agree that the Specification may be further amended following signature of this Agreement in accordance with the terms of this Clause 2.

2.2.1Specification Change Notice

The Specification may be amended by written agreement between the parties in a Specification Change Notice (“SCN”). Each SCN will be substantially in the form set out in Exhibit B-1 and will set out the SCN’s Aircraft embodiment rank and will also set forth, in detail, the particular change to be made to the Specification and the effect, if any, of such change on design, performance, weight, Delivery Date of the Aircraft affected thereby and on the text of the Specification. An SCN may result in an adjustment of the Base Price of the Aircraft, which adjustment, if any, will be specified in the SCN.

2.2.2Development Changes

The Specification may also be amended to incorporate changes deemed necessary by the Seller to improve the Aircraft, prevent delay or ensure compliance with this Agreement (“Development Changes”), as set forth in this Clause 2.

2.2.2.1Manufacturer Specification Changes Notices

The Specification may be amended by the Seller through a Manufacturer Specification Change Notice (“MSCN”), which will be substantially in the form set out in Exhibit B-2 hereto and will set out the MSCN’s Aircraft embodiment rank as well as, in detail, the particular change to be made to the Specification and the effect, if any, of such change on performance, weight, Base Price of the Aircraft, Delivery Date of the Aircraft affected thereby and interchangeability or replaceability requirements under the Specification.
Except when the MSCN is necessitated by an Aviation Authority directive or by equipment obsolescence, in which case the MSCN will be accomplished without requiring the Buyer’s consent, if the MSCN adversely affects the performance, weight, Base Price, Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under the Specification, the Seller will notify the Buyer of a reasonable period of time during which the Buyer must accept or reject such MSCN. If the Buyer does not notify the Seller of the rejection of the MSCN within such period, the
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MSCN will be deemed accepted by the Buyer and the corresponding modification will be accomplished.

2.2.2.2In the event of the Seller revising the Specification to incorporate Development Changes which have no adverse effect on any of the elements as set forth in Subclause 2.2.2.1 above, such revision will be performed by the Seller without the Buyer’s consent.
2.2.2.3
In such cases, the Buyer will have access to the details of such changes through the relevant application in AirbusWorld.

2.2.2.4The Seller is considering turning certain items, which are currently BFE in the Specification, into SFE and the parties agree that such BFE items shall be excluded from the provisions of Subclauses 2.2.2.1 and 2.2.2.2 above and, should they become SFE, shall furthermore be chargeable to the Buyer.

2.3Propulsion Systems
    
2.3.1[***]

[***]
[***]
2.3.2A321 NEO Propulsion Systems

The A321 NEO Aircraft shall be equipped with a set of either two (2) CFM LEAP-1A32 engines or two (2) International Aero Engines, LLC (“IAE LLC”) PW1133G-JM engines, upon selection referred to respectively as the “A321 NEO Propulsion Systems”.
If the Buyer has not selected the A321 NEO Propulsion Systems as of the date of this Agreement, such choice shall be made no later than sixty (60) days after such date by the execution of an SCN.

2.4Milestones

2.4.1Customization Milestones Chart

[***], the Seller shall provide the Buyer with a customization milestones chart (the “Customization Milestone Chart”), setting out how far in advance of the Scheduled Delivery Month of the Aircraft an SCN must be executed in order to integrate into the Specification any items requested by the Buyer from the Seller’s catalogues of Specification change options (the “Option Catalogues”).

2.4.2Contractual Definition Freeze

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The Customization Milestone Chart shall in particular define the date(s) by which the contractual definition of the Aircraft must be finalized and all SCNs need to have been executed by the Buyer (the “Contractual Definition Freeze” or “CDF”) in order to enable their incorporation into the manufacturing of the Aircraft and Delivery of the Aircraft in the Scheduled Delivery Month. Each such date shall be referred to as a “CDF Date.”
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3PRICE

3.1Base Price of the Aircraft

The “Base Price” of each Aircraft is the sum of:

(i)    the Base Price of the Airframe, and

(ii)    the Base Price of the Propulsion System.

3.1.1Base Price of the Airframe

3.1.1.1[***]


[***]:

(i)    [***]:

[***] and
(ii)    [***]:
[***]

[***]

(iii)    [***]:

[***]


[***]

3.1.1.2Base Price of the A321 NEO Airframe


The “Base Price of the A321 NEO Airframe” is the sum of (i), (ii) and (iii) below:

(i)    the base price of the A321 NEO Airframe corresponding to the A321 NEO Standard Specification (including nacelles and thrust reversers, excluding BFE) and [***], which is:

[***]
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and
(ii)    the sum of the base prices of any and all SCNs set forth in Exhibit A-4, which is:
[***].

The Base Price of the A321 NEO Airframe is expressed at [***] delivery conditions and shall be revised to the actual Delivery Date of each Aircraft in accordance with the Airframe Price Revision Formula.

and

(iii)    the base price of the master charge, which is applicable if a CFM LEAP-1A Propulsion System is selected, which is:

[***]


3.1.2Base Price of Propulsion Systems

3.1.2.1[***]

3.1.2.1.1[***]

[***]


3.1.2.1.2[***]

[***]

[***]

3.1.2.2A321 NEO Propulsion Systems Base Price

3.1.2.2.1The base price of a set of two (2) CFM LEAP-1A32 propulsion systems (the “A321 NEO Propulsion System A Base Price”) is:
[***]

Said base price has been established in accordance with economic conditions prevailing in [***] and has been calculated from the Propulsion Systems Reference
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Price (the “A321 NEO Propulsion System A Reference Price”), reference price, as set forth in Exhibit C-2 to the Agreement.

3.1.2.2.2The base price of a set of two (2) IAE LLC PW1133G-JM Propulsion systems, (the “A321 NEO Propulsion System B Base Price”), is:

[***]

Said base price has been established in accordance with economic conditions prevailing in [***] and has been calculated from the Propulsion Systems Reference Price (the “A321 NEO Propulsion System B Reference Price”), as set forth in Exhibit C-3 to the Agreement.

3.2Final Contract Price

The Final Contract Price of an Aircraft shall be the sum of:

(i)    the Base Price of the Airframe constituting a part of such Aircraft, as adjusted to the Delivery Date of such Aircraft in accordance with Subclause 4.1; and

(ii)    the price (as of delivery conditions prevailing in [***] of any SCNs or MSCN constituting a part of the Specification of such Aircraft that are entered into pursuant to Subclause 2.2 after the date of execution of the Agreement, as adjusted to the Delivery Date of such Aircraft in accordance with Subclause 4.1; and

(iii)    the Propulsion System Reference Price constituting a part of such Aircraft, as adjusted to the Delivery Date of such Aircraft in accordance with Subclause 4.2; and

(iv)    the aggregate of all increases or decreases to the Propulsion System Reference Price as agreed in any Specification Change Notice or part thereof applicable to the Propulsion System that are entered into after the date of the Agreement as adjusted to the Delivery Date in accordance with Subclause 4.2; and

(v)    any other amount resulting from any other provisions of the Agreement and/or any other written agreement between the Buyer and the Seller relating to the Aircraft and specifically making reference to the Final Contract Price of an Aircraft.

3.3Taxes

3.3.1The amounts stated in this Agreement to be payable by the Buyer are exclusive of value added tax (“VAT”) chargeable under the laws of any jurisdiction and accordingly the
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Buyer shall pay any VAT chargeable with respect to any Aircraft, component, accessory, equipment, part or service delivered or furnished under this Agreement

3.3.2The Seller will pay all other Taxes (except for Taxes based on or measured by the income of the Buyer or any Taxes levied against the Buyer for the privilege of doing business in any jurisdiction), levied, assessed, charged or collected, on or prior to Delivery of any Aircraft, for or in connection with the manufacture, assembly, sale and delivery under this Agreement of such Aircraft or any parts, instructions or data installed thereon or incorporated therein (except Buyer Furnished Equipment referred to in Clause 18).

3.3.3The Buyer will pay all Taxes not assumed by the Seller under Clause 3.3.2, except for Taxes based on or measured by the income of the Seller or any Taxes levied against the Seller for the privilege of doing business in any jurisdiction.

“Taxes” means any present or future tax, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority or any political subdivision or taxing authority thereof or therein.
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4PRICE REVISION

4.1Airframe Price Revision Formula

The Base Price of each Airframe for each Aircraft shall be revised to the actual Delivery Date of such Aircraft, as applicable, in accordance with the revision formula set forth in the Airframe Price Revision Formula.

4.2Propulsion System Price Revision Formula

The Propulsion System Reference Price applicable to any Propulsion System shall be revised to the actual Delivery Date of the Aircraft on which such Propulsion System is installed in accordance with the relevant Propulsion System Price Revision Formula.

The Propulsion System Reference Price for each Propulsion System, the prices of the related equipment, the Propulsion Systems designation(s) and the Propulsion System Price Revision Formulas are based on information received from the Propulsion Systems Manufacturers and are subject to amendment by the Propulsion System Manufacturers at any time prior to Delivery. If the Propulsion System Manufacturers make any such amendment, the amendment shall be deemed to be incorporated into the Agreement and the Propulsion System Reference Price, the prices of the related equipment, the Propulsion Systems designation(s) and the Propulsion System Price Revision Formulas shall be adjusted accordingly. The Seller agrees to notify the Buyer as soon as the Seller receives notice of any such amendment from the Propulsion System Manufacturers.


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5PAYMENT

5.1The Buyer shall pay all sums due hereunder in immediately available funds in United States dollars by credit to:

Beneficiary Name: AIRBUS
Account Identification: [***]
with:
[***]

5.2Predelivery Payments

5.2.1Predelivery Payments are non-refundable (although amounts equal to Predelivery Payments may be paid to the Buyer pursuant to Subclauses 10.2, 10.3, 10.5, 11.4, 11.5 and 21.2) and shall be paid by the Buyer to the Seller for the Aircraft.

5.2.2The Predelivery Payment Reference Price for an Aircraft to be delivered in calendar year T is determined in accordance with the following formula:

[***]

5.2.3Predelivery Payments shall be paid according to the following schedule.



Payment Date

Percentage of Predelivery Payment
Reference Price
[***][***][***]
No later than the first Working Day of each of the following months:
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
______________________________________________________    
TOTAL PAYMENT PRIOR TO DELIVERY
    [***]

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In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of the Agreement.

5.2.4The Seller shall be entitled to hold and use any Predelivery Payment as absolute owner thereof, subject only to the obligation to deduct an amount equal to Predelivery Payments from the Final Contract Price of the Aircraft, when calculating the balance of the Final Contract Price of such Aircraft. The Seller shall be under no obligation to segregate any Predelivery Payment, or any amount equal thereto, from the Seller’s funds generally.

5.3Payment of Final Contract Price

Immediately prior to the Delivery of each Aircraft, the Buyer shall pay to the Seller the Final Contract Price therefor, less the total amount of the Predelivery Payments theretofore received by the Seller for such Aircraft under Subclause 5.2 above (the “Balance of the Final Contract Price”). The Seller’s receipt of the full amount of such payments, including any amounts due under Subclause 5.5, shall be a condition precedent to the Seller’s obligation to deliver such Aircraft.

5.4Payment of Other Amounts

5.4.1Application of Payments

[***]

5.4.2Setoff Payments

[***]

5.5Overdue Payments

If any payment due to the Seller is not received by the Seller on the date or dates due, the Seller will have the right to claim from the Buyer, and the Buyer will promptly pay to the Seller on receipt of such claim, interest at the rate of [***] per month on the amount of such overdue payment, [***]. The Seller's right to receive such interest will be in addition to any other rights of the Seller hereunder or at law.

5.6Refund of Predelivery Payments

The Buyer shall have no right to any refund of any deposit or Predelivery Payment received by the Seller, [***].

5.7Proprietary Interest

The Buyer shall not, by virtue of anything contained in the Agreement (including, without limitation, any Predelivery Payments hereunder, or any designation or
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identification by the Seller of a particular aircraft as an Aircraft to which any of the provisions of the Agreement refer), and notwithstanding any provision of law to the contrary, acquire any proprietary, insurable or other interest whatsoever in any Aircraft prior to Delivery of and payment in full for such Aircraft as provided in the Agreement.

5.8Tender of Delivery

In addition to any other rights and remedies available to the Seller, the Seller shall not be obligated to tender delivery of any Aircraft to the Buyer and shall have no further liability to the Buyer with respect thereto, if the Buyer fails to make any Predelivery Payment [***] or if the Seller has terminated the Agreement pursuant to Clause 21.

5.9Payment in Full

Except as expressly provided herein (including, but not limited to Subclause 5.3), the Buyer’s obligation to make payments to the Seller hereunder shall not be affected by and shall be determined without regard to any set off, counterclaim, recoupment, defense or other right that the Buyer may have against the Seller and all such payments shall be made without deduction or withholding of any kind.



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6PLANT REPRESENTATIVES - INSPECTION

6.1Manufacture Procedures

The Airframe shall be manufactured in accordance with the requirements of the laws of the jurisdiction of incorporation of the Seller or of its relevant Affiliates and of the jurisdiction of the Delivery Location as enforced by the Aviation Authority of such jurisdiction.

6.2Inspection Procedures

6.2.1All work to be carried out on the Aircraft and all materials and parts thereof shall at all reasonable times during business hours be open to inspection by duly authorized representatives of the Buyer or its designee at the works of the Seller and, if possible, at the works of their respective subcontractors, and such representatives (subject to the indemnities set forth in Clause 20 herein) shall, to carry out the aforesaid inspection, have access to such relevant technical data as is reasonably necessary for this purpose (except that, if access to any part of the respective works where construction is in progress or materials or parts are stored is restricted for security reasons, the Seller shall be allowed a reasonable time to make the items available for inspection elsewhere).

The procedures for such inspections shall be agreed upon between the Seller’s and the Buyer’s representatives prior to any inspection, provided, however, any inspection shall be conducted pursuant to the Seller’s system of inspection as developed under the supervision of the relevant Aviation Authority.

6.2.2For the purposes of Subclause 6.2.1 above and commencing with the date of the Agreement until the Delivery of the last Aircraft, [***].

6.2.3All inspections, examinations and discussions between the Seller or its subcontractors’ personnel and the Buyer or its representative shall be performed in such manner as not to unreasonably delay or hinder the work to be carried out on the Aircraft or the proper performance of the Agreement. In no event shall the Buyer or its representatives be permitted to inspect any aircraft other than the Aircraft.

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7CERTIFICATION

Except as set forth in this Clause 7, the Seller shall not be required to obtain any certificate or approval with respect to the Aircraft.

7.1Type Certification

The Aircraft have been type certificated under EASA procedures for joint certification in the transport category. The Seller shall obtain or cause to be obtained an FAA type certificate (the “Type Certificate”) to allow the issuance of the Export Certificate of Airworthiness.

7.2Export Certificate of Airworthiness

Subject to the provisions of Subclause 7.3, the Aircraft shall be delivered to the Buyer with an Export Certificate of Airworthiness issued by the Aviation Authority of the Delivery Location and in a condition enabling the Buyer to obtain at the time of Delivery a Standard Airworthiness Certificate issued pursuant to Part 21 of the U.S. Federal Aviation Regulations and a Certificate of Sanitary Construction issued by the U.S. Public Health Service of the Food and Drug Administration. However, the Seller shall have no obligation to make and shall not be responsible for any costs of alterations or modifications to such Aircraft to enable such Aircraft to meet FAA or U.S. Department of Transportation requirements for operation specific to the Buyer’s routes, whether before, at or after Delivery of any Aircraft.

If the FAA requires additional or modified data before the issuance of the Export Certificate of Airworthiness, the Seller shall provide such data or implement the required modification to the data, in either case, at the Seller’s cost.


7.3Specification Changes before Aircraft Ready for Delivery

7.3.1If, any time before the date on which the Aircraft is Ready for Delivery, any law, rule or regulation is enacted, promulgated, becomes effective and/or an interpretation of any law, rule or regulation is issued by the EASA that requires any change to the Specification for the purposes of obtaining the Export Certificate of Airworthiness (a “Change in Law”), the Seller shall make the required modification and the parties hereto shall sign an SCN or MSCN.

7.3.2The Seller shall as far as practicable, but at its sole discretion and without prejudice to Subclause 7.3.3, take into account the information available to it concerning any proposed law, rule or regulation or interpretation that could become a Change in Law, in order to minimize the costs of changes to the Specification as a result of such proposed law, regulation or interpretation becoming effective before the applicable Aircraft is Ready for Delivery.

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7.3.3The cost of implementing the required modifications referred to in Subclause 7.3.1 will be:

(i)    [***], and

(ii)    [***]

7.3.4Notwithstanding the provisions of Subclause 7.3.3, if a Change in Law relates to an item of BFE or to the Propulsion System the costs related thereto shall be borne in accordance with such arrangements as may be made separately between the Buyer and the manufacturer of the BFE or the Propulsion System, as applicable, and the Seller shall have no obligation with respect thereto.

7.4Specification Changes after Aircraft Ready For Delivery

Nothing in Subclause 7.3 shall require the Seller to make any changes or modifications to, or to make any payments or take any other action with respect to, any Aircraft that is Ready for Delivery before the compliance date of any law or regulation referred to in Subclause 7.3. Any such changes or modifications made to an Aircraft after it is Ready for Delivery shall be at the Buyer’s expense.

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8THE BUYER’S ACCEPTANCE

8.1Acceptance Procedures

8.1.1The Seller or any Affiliate thereof acting as the Seller’s designee shall give to the Buyer not less than [***] of the proposed time when the Technical Acceptance Process of an Aircraft shall be conducted, and, in the event that the Buyer elects to attend such tests, the Buyer shall comply with the reasonable requirements of the Seller with the intention of completing the Technical Acceptance Process within [***] after commencement. The Technical Acceptance Process shall take place at the Delivery Location, and shall be carried out by the personnel of the Seller (accompanied, if the Buyer so wishes, by representatives of the Buyer [***] shall have access to the cockpit at any one time). During flight tests, these representatives shall comply with the instructions of the Seller’s representatives. The Seller shall not normally be required in the course of such Technical Acceptance Process to fly any of the Aircraft for more than an [***].

8.1.2[INTENTIONALLY LEFT BLANK]

8.1.3Prior to Delivery, the Aircraft shall undergo a technical acceptance process developed by the Seller (the "Technical Acceptance Process"). Completion of the Technical Acceptance Process shall demonstrate the satisfactory functioning of the Aircraft and be considered to demonstrate compliance with the Specification. Should it be established that the Aircraft does not comply with the Technical Acceptance Process requirements, the Seller shall without hindrance from the Buyer, be entitled to carry out any necessary changes and, as soon as practicable thereafter, resubmit the Aircraft to a new Technical Acceptance Process as is necessary to demonstrate the elimination of the non-compliance, such Technical Acceptance Process to be held and carried out in accordance with Subclause 8.1, provided, however, that rather than accept a delay in Delivery of any such Aircraft, the Buyer and the Seller may agree to deliver such Aircraft with subsequent correction of the defect by the Buyer at the Seller’s expense in accordance with the provisions of Clause 12 herein.

8.1.4In the event that the Buyer, after having received proper notice in accordance with Subclause 8.1.1, does not attend the tests scheduled for an Aircraft or fails to so cooperate, the Seller may complete them in the absence of the Buyer, whereupon the Buyer shall be deemed to have accepted the tests, if such tests demonstrate the satisfactory functioning of the Aircraft as aforesaid, and the Seller shall furnish such data with respect to such tests as the Buyer may reasonably request.

8.2Aircraft Utilization

[***]    

[***]

8.3Certificate of Acceptance

When the Aircraft is Ready For Delivery, the Buyer shall forthwith give to the Seller a signed Certificate of Acceptance in (a) the form set forth in Exhibit D-1, if the Delivery
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Location is in Mobile, Alabama and (b) in the form set forth in Exhibit D-2, if the Delivery Location is in any place other than Mobile, Alabama, in respect of the relevant Aircraft.

8.4Finality of Acceptance

The Buyer’s signature of the Certificate of Acceptance for the Aircraft shall constitute waiver by the Buyer of any right it may have under the Uniform Commercial Code as adopted by the State of New York or otherwise to revoke such acceptance for any reason, whether known or unknown to the Buyer at the time of acceptance.

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9DELIVERY

9.1Delivery Schedule

9.1.1Subject to the provisions of the Agreement, the Seller shall have the Aircraft Ready For Delivery at the Delivery Location, and the Buyer shall accept the same, during the months set forth in the table below (each, a “Scheduled Delivery Month”).

RankAircraft TypeScheduled Delivery [***]RankAircraft TypeScheduled Delivery [***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]
[***][***][***][***][***][***]


9.1.2Not later than [***] prior to the date scheduled for the acceptance tests set forth in Subclause 8.1.1 for a particular Aircraft, the Seller shall give the Buyer notice of whether it anticipates each Aircraft shall be Ready for Delivery in the [***].


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9.1.3Not later than [***] prior to the date scheduled for the acceptance tests set forth in Subclause 8.1.1 for a particular Aircraft, the Seller shall give the Buyer notice of the anticipated date on which each Aircraft shall be Ready for Delivery.

9.2Title


9.2.1The Buyer shall, within [***], sign the Certificate of Acceptance, pay the Balance of the Final Contract Price and send its representatives to the Delivery Location to take Delivery of, and collect, the Aircraft.
The Seller shall deliver and transfer title to the Aircraft free and clear of all encumbrances to the Buyer provided that the Balance of the Final Contract Price has been paid by the Buyer pursuant to Subclause 5.3 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Subclause 8.3. The Seller shall provide the Buyer (a) a bill of sale in (i) the form set forth in Exhibit E-1, if the Delivery Location is in Mobile, Alabama and (ii) in the form set forth in Exhibit E-2, if the Delivery Location is in any place other than Mobile, Alabama (the “Bill of Sale”), and/or (b) such other documentation as may reasonably be requested by the Buyer and (c) if Mobile, Alabama is the Delivery Location, a warranty from Airbus S.A.S in the form of Exhibit J (the “Airbus S.A.S Warranty”).

9.2.2Should the Buyer fail, within the period specified in Subclause 9.2.1, to:
(i)deliver the signed Certificate of Acceptance to the Seller; or

(ii)pay the Balance of the Final Contract Price for the Aircraft to the Seller and take Delivery of the Aircraft;

then (a) the Buyer shall be deemed to have rejected delivery of the Aircraft without warrant when duly tendered to it hereunder and (b) without prejudice to Subclause 5.5 and the Seller’s other rights under this Agreement or at law, the Buyer shall [***] reimburse the Seller for [***].

Should the Buyer fail to collect the Aircraft as mentioned in Subclause 9.2.1 above and without prejudice to the Seller’s other rights under this Agreement or at law, the provisions of Subclause 9.2.2 (b) shall apply.

    
9.3Flyaway

9.3.1The Buyer and the Seller will cooperate to obtain any licenses that may be required by the Aviation Authority of the Delivery Location for the purpose of exporting the Aircraft.

9.3.2All expenses of, or connected with, flying the Aircraft from the Delivery Location after Delivery will be borne by the Buyer. The Buyer will make direct arrangements with the supplying companies for the fuel and oil required for all post-Delivery flights.
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10EXCUSABLE DELAY AND TOTAL LOSS

10.1Scope of Excusable Delay

Neither the Seller nor any Affiliate of the Seller, will be responsible for or be deemed to be in default on account of delays in delivery of the Aircraft or failure to deliver or otherwise in the performance of this Agreement or any part hereof due to causes beyond the Seller's, or any Affiliate’s control or not occasioned by the Seller's, fault or negligence ("Excusable Delay"), including, but not limited to: (i) acts of God or the public enemy, natural disasters, fires, floods, storms beyond ordinary strength, explosions or earthquakes; epidemics or quarantine restrictions; serious accidents; any law, decision, regulation, directive or other act (whether or not having the force of law) of any government or of the Council of the European Community or the Commission of the European Community or of any national, Federal, State, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign; governmental priorities, regulations or orders affecting allocation of materials, facilities or a completed Aircraft; war, civil war or warlike operations, terrorism, insurrection or riots; failure of transportation; strikes or labor troubles causing cessation, slow down or interruption of work; [***]; inability after due and timely diligence to procure materials, accessories, equipment or parts; general hindrance in transportation; or failure of a subcontractor or supplier to furnish materials, components, accessories, equipment or parts; (ii) any delay caused directly or indirectly by the action or inaction of the Buyer; and (iii) delay in delivery or otherwise in the performance of this Agreement by the Seller due in whole or in part to any delay in or failure of the delivery of, or any other event or circumstance relating to, the [***].

10.2Consequences of Excusable Delay

10.2.1If an Excusable Delay occurs:

(i)    the Seller will notify the Buyer of such Excusable Delay as soon as practicable after becoming aware of the same;

(ii)    the Seller will not be responsible for any damages arising from or in connection with such Excusable Delay suffered or incurred by the Buyer;

(iii)    the Seller will not be deemed to be in default in the performance of its obligations hereunder as a result of such Excusable Delay;

(iv)    the Seller will as soon as practicable after the removal of the cause of such delay resume performance of its obligations under this Agreement and in particular will notify the Buyer of the revised Scheduled Delivery Month.

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10.3Termination on Excusable Delay

10.3.1If any Delivery is delayed as a result of an Excusable Delay for a period of more than [***] after the last day of the Scheduled Delivery Month, then [***] may terminate this Agreement with respect to the affected Aircraft, by giving written notice to [***] party within [***] after the expiration of such [***]. However, the Buyer will not be entitled to terminate this Agreement pursuant to this Subclause 10.3.1 if the Excusable Delay is caused directly or indirectly by the action or inaction of the Buyer.

10.3.2If the Seller advises the Buyer in its notice of a revised Scheduled Delivery Month pursuant to Subclause 10.2.1(iv) that there will be a delay in Delivery of an Aircraft of more than [***] after the last day of the Scheduled Delivery Month, then [***] may terminate this Agreement with respect to the affected Aircraft. Termination will be made by giving written notice to the [***] within [***] after the Buyer's receipt of the notice of a revised Scheduled Delivery Month.

10.3.3If this Agreement is not terminated under the terms of Subclause 10.3.1 or 10.3.2, then the Seller will be entitled to reschedule Delivery. The Seller will notify the Buyer of the new Scheduled Delivery Month after the [***] period referred to in Subclause 10.3.1 or 10.3.2, and this new Scheduled Delivery Month will be deemed to be an amendment to the applicable Scheduled Delivery Month in Subclause 9.1.

10.4Total Loss, Destruction or Damage

If, prior to Delivery, any Aircraft is lost, destroyed or in the reasonable opinion of the Seller is damaged beyond economic repair (“Total Loss”), the Seller will notify the Buyer to this effect within [***] of such occurrence. The Seller will include in said notification (or as soon after the issue of the notice as such information becomes available to the Seller) the earliest date consistent with the Seller's other commitments and production capabilities that an aircraft to replace the Aircraft may be delivered to the Buyer and the Scheduled Delivery Month will be extended as specified in the Seller's notice to accommodate the delivery of the replacement aircraft; provided, however, that if the Scheduled Delivery Month is extended to a month that is later than [***] after the last day of the original Scheduled Delivery Month then this Agreement will terminate with respect to said Aircraft unless:

(i)    the Buyer notifies the Seller within [***] of the date of receipt of the Seller's notice that it desires the Seller to provide a replacement aircraft during the month quoted in the Seller’s notice; and

(ii)    the parties execute an amendment to this Agreement recording the change in the Scheduled Delivery Month.

Nothing herein will require the Seller to manufacture and deliver a replacement aircraft if such manufacture [***].

10.5Termination Rights Exclusive

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If this Agreement is terminated as provided for under the terms of Subclauses 10.3 or 10.4, such termination will discharge all obligations and liabilities of the parties hereunder with respect to such affected Aircraft and undelivered material, services, data or other items applicable thereto and to be furnished under the Agreement.

10.6Remedies

THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 11, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.
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11INEXCUSABLE DELAY

11.1Liquidated Damages

Should an Aircraft not be Ready for Delivery within [***] after the last day of the Scheduled Delivery Month (as such month may be changed pursuant to Clauses 2, 7 and/or 10) (the “Delivery Period”) and such delay is not as a result of an Excusable Delay or Total Loss, then such delay will be termed an “Inexcusable Delay.” In the event of an Inexcusable Delay, the Buyer will have the right to claim, and the Seller will pay the Buyer liquidated damages of [***].

[***]

The Buyer's right to liquidated damages in respect of an Aircraft is conditioned on the Buyer's submitting a written claim for liquidated damages to the Seller not later than [***] after the last day of the Scheduled Delivery Month.

11.2Renegotiation

If, as a result of an Inexcusable Delay, the Delivery does not occur within [***] after the last day of the Delivery Period the Buyer will have the right, exercisable by written notice to the Seller given between [***] and [***] after lapse of such [***], to require from the Seller a renegotiation of the Scheduled Delivery Month for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation, the said renegotiation will not prejudice the Buyer's right to receive liquidated damages in accordance with Subclause 11.1.

11.3Termination

If, as a result of an Inexcusable Delay, the Delivery does not occur within [***] after the last day of the Delivery Period and the parties have not renegotiated the Delivery Date pursuant to Subclause 11.2, then both parties will have the right exercisable by written notice to the other party, given between [***] and [***] after the lapse of such [***], to terminate this Agreement in respect of the affected Aircraft. In the event of termination, neither party will have any claim against the other, [***].

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11.4Remedies

THIS CLAUSE 11 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 10, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.
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12WARRANTIES AND SERVICE LIFE POLICY

12.1Standard Warranty

12.1.1Nature of Warranty

Subject to the limitations and conditions as hereinafter provided, and except as provided in Subclause 12.1.2, the Seller warrants to the Buyer that each Aircraft and each Warranted Part shall at the time of delivery to the Buyer:

(i)    be free from defects in material,

(ii)    be free from defects in workmanship, including, without limitation, processes of manufacture,

(iii)    be free from defects in design (including, without limitation, selection of materials) having regard to the state of the art at the date of such design, and

(iv)    be free from defects arising from failure to conform to the Specification, except as to those portions of the Specification relating to performance or where it is expressly stated that such portions of the Specification are estimates or approximations or design aims.

For the purposes of the Agreement, the term “Warranted Part” shall mean any Seller proprietary component, equipment, accessory or part that is installed on an Aircraft at the time of delivery of such Aircraft and that (a) is manufactured to the detail design of the Seller or a subcontractor of it and (b) bears a part number of the Seller at the time of such delivery.

12.1.2Exceptions

The warranties set forth in Subclause 12.1.1 shall not apply to Buyer Furnished Equipment, nor to the Propulsion Systems and its associated parts, nor to any component, accessory, equipment or part purchased by the Buyer that is not a Warranted Part, provided, however, that:

(i)    any defect in the Seller’s workmanship in respect of the installation of such items in the Aircraft, including any failure by the Seller to conform to the installation instructions of the manufacturers of such items that invalidates any applicable warranty from such manufacturers, shall constitute a defect in workmanship for the purpose of this Subclause 12.1 and be covered by the warranty set forth in Subclause 12.1.1(ii), and

(ii)    any defect inherent in the Seller’s design of the installation, in view of the state of the art at the date of such design, that impairs the use of such items shall
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constitute a defect in design for the purposes of this Subclause 12.1 and be covered by the warranty set forth in Subclause 12.1.1(iii).

12.1.3Warranty Period

The warranties described in Subclauses 12.1.1 and 12.1.2 hereinabove shall be limited to those defects that become apparent within [***] after delivery of the affected Aircraft.

12.1.4Buyer’s Remedy and Seller’s Obligation

12.1.4.1The Buyer’s remedy and the Seller’s obligation and liability under Subclauses 12.1.1 and 12.1.2 hereinabove are limited to, at the Seller’s expense and option, the repair, replacement or correction of, or the supply of modification kits rectifying the defect to, any defective Warranted Part. Alternatively, the Seller may at its sole option furnish a credit to the Buyer for the future purchase of Material equal to the price at which the Buyer is then entitled to acquire a replacement for the defective Warranted Part. Nothing herein contained shall obligate the Seller to correct any failure to conform to the Specification with respect to components, equipment, accessories or parts that the parties agree in writing at the time of delivery of the affected Aircraft are acceptable deviations or have no material adverse effect on the use, operation or performance of an Aircraft.

12.1.4.2In the event a defect covered by Subclause 12.1.1(iii) becomes apparent within the applicable period set forth in Subclause 12.1.3, and the Seller is obligated to correct such defect, the Seller shall also, if so requested by the Buyer in writing and following consultation between Buyer and Seller, make such correction in any Aircraft that has not already been delivered to the Buyer. However, the Seller shall not be responsible nor deemed to be in default on account of any delay in delivery of any Aircraft or otherwise, in respect of performance of the Agreement, due to the Seller’s undertaking to make such correction and, rather than accept a delay in delivery of any such Aircraft, the Buyer and the Seller may agree to deliver such Aircraft with subsequent correction of the defect by the Buyer at the Seller’s expense, or the Buyer may elect to accept delivery and thereafter file a Warranty Claim as though the defect had become apparent immediately after delivery of such Aircraft.

12.1.5Warranty Claim Requirements

The Buyer’s remedy and the Seller’s obligation and liability under this Subclause 12.1, with respect to each claimed defect, are subject to the following conditions precedent:

(i)    the existence of a defect covered by the provisions of this Subclause 12.1,

(ii)    the defect’s having become apparent within the applicable warranty period, as set forth in Subclause 12.1.3,

(iii)    the Buyer’s having submitted to the Seller proof reasonably satisfactory to the Seller that the claimed defect is due to a matter embraced within this Subclause 12.1, and that such defect did not result from any act or omission of the Buyer, including, but not limited to, any failure to operate and maintain the affected
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Aircraft or part thereof in accordance with the standards or any matter set forth or covered in Subclause 12.1.10,

(iv)    the Buyer’s having returned as soon as reasonably practicable the Warranted Part claimed to be defective to such repair facilities as may be designated by the Seller, except where the Buyer elects to repair a defective Warranted Part in accordance with the provisions of Subclause 12.1.7, and

(v)    the Seller’s having received a Warranty Claim fulfilling the conditions of and in accordance with the provisions of Subclause 12.1.6 below.

12.1.6Warranty Administration

The warranties set forth in Subclause 12.1 shall be administered as hereinafter provided:

(i)    Claim Determination

Warranty Claim determination by the Seller shall be reasonably based upon the claim details, reports from the Seller’s regional representative, historical data logs, inspections, tests, findings during repair, defect analysis and other suitable documents and information.

(ii)    Transportation and Insurance Costs

Transportation and insurance costs (including all applicable duties) for sending a defective Warranted Part to the facilities designated by the Seller [***].

(iii)    Return of an Aircraft

In the event that the Buyer desires to return an Aircraft to the Seller for consideration of a Warranty Claim, [***].

(iv)    On-Aircraft Work by the Seller

In the event that a defect necessitates the dispatch by the Seller of a working team to repair or correct such defect at the Buyer’s facilities, or in the event that the Seller accepts the return of an Aircraft to perform or have performed such repair or correction, then all related expenses incurred in performing such repair or correction [***].

Any work performed by the Seller to rectify defects, which if performed by the Buyer would not be eligible for a warranty credit under the terms of Subclause 12.1.7(v), shall be at the [***]. [***]

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The Seller shall perform on-Aircraft work, subject to either of the following conditions being met:

(a)    [***], such work must require the technical expertise of the Seller, or

(b)     both of

(i)    [***], and

(ii)    [***]

If the Seller is requested to perform the work, the Seller and the Buyer shall agree on a schedule and place for the work to be performed.

(v)    Warranty Claim Substantiation

In connection with each claim by the Buyer under this Subclause 12.1, the Buyer shall file a claim on the Buyer’s form (“Warranty Claim”) within [***] after such defect becomes apparent. Such form must contain at least the following (to the extent such data is available):

(a)    description of defect and action taken, if any,

(b)    date of incident and/or of removal,

(c)    description of the defective part,

(d)    part number,

(e)    serial number (if applicable),

(f)    position on Aircraft,

(g)    total flying hours or calendar times, as applicable, at the date of appearance of a defect,

(h)    time since last shop visit at the date of defect appearance,

(i)    Manufacturer’s serial number of the Aircraft and/or its registration number,

(j)    Aircraft total flying hours and/or number of landings at the date of defect appearance,

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(k)    claim number,

(l)    date of claim, and

(m)    date of delivery of an Aircraft or part to the Buyer.

and in the case of a Warranty Claim under Subclause 12.1.7, the additional data required under Subclause 12.1.7(iv).

Claims are to be addressed as follows:

Airbus Customer Services Directorate
Warranty Administration
Rond-Point Maurice Bellonte
B.P. 33
F-31707 Blagnac Cedex
FRANCE

or any other address of which the Seller provides three (3) Working Days notice to the Buyer.

[***]

(vi)    Replacements

Replacements made pursuant to this Subclause 12.1 shall be made within the lead time defined in the Seller’s Spare Parts Price Catalog. Replaced components, equipment, accessories or parts shall become the Seller’s property.

Title to and risk of loss of any Aircraft, component, accessory, equipment or part returned by the Buyer to the Seller shall at all times remain with the Buyer, except that (i) when the Seller has possession of a returned Aircraft, component, accessory, equipment or part to which the Buyer has title, the Seller shall have such responsibility therefor as is chargeable by law to a bailee for hire, but the Seller shall not be liable for loss of use, and (ii) title to and risk of loss of a returned component, accessory, equipment or part shall pass to the Seller upon shipment by the Seller to the Buyer of any item furnished by the Seller to the Buyer as a replacement therefor. Upon the Seller’s shipment to the Buyer of any replacement component, accessory, equipment or part provided by the Seller pursuant to this Subclause 12.1, title to and risk of loss of such component, accessory, equipment or part shall pass to the Buyer.

(vii)    Rejection

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The Seller shall provide reasonable written substantiation in case of rejection of a claim. [***]

(viii)    Inspection

The Seller shall have the right to inspect the affected Aircraft and documents and other records relating thereto in the event of any claim under this Subclause 12.1.

12.1.7In-house Warranty

(i)    Authorization

The Buyer is hereby authorized to perform the repair of Warranted Parts, subject to the terms of this Subclause 12.1.7 (“In-house Warranty”). The Buyer shall notify the Seller’s representative of its decision to perform any in-house repairs before such repairs are commenced, unless it is not practical to do so, in which case the Buyer shall notify the Seller of the in-house repair as soon as reasonably practicable.

(ii)    Conditions of Authorization

The Buyer shall be entitled to the benefits under this Subclause 12.1.7 for repair of Warranted Parts:

    (a)    only if adequate facilities and qualified personnel are available to the Buyer,

(b)    in accordance with the Seller’s written instructions set forth in documents such as the Aircraft Maintenance Manual, Component Maintenance Manual (Manufacturer), Component Maintenance Manual (Vendor) and Structural Repair Manual, and

    (c)    only to the extent specified by the Seller, or, in the absence of such specification, to the extent reasonably necessary to correct the defect, in accordance with the standards set forth in Subclause 12.1.10.

(iii)    Seller’s Rights

The Seller shall have the right, provided that no unreasonable delay shall result, to have any Warranted Part, or any part removed therefrom, which is claimed to be defective, returned to the Seller, as set forth in Subclause 12.1.6(ii), if, in the reasonable judgment of the Seller, the nature of the defect requires technical investigation.

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The Seller shall further have the right, provided that no unreasonable delay shall result, to have a representative present during the disassembly, inspection and testing of any Warranted Part claimed to be defective.

(iv)    In-house Warranty Claim Substantiation

Claims for In-house Warranty credit shall be filed within the time period set forth in and shall contain the same information required in, Warranty Claims under Subclause 12.1.6(v) and in addition shall include:

(a)    a report of technical findings with respect to the defect,

(b)    for parts required to remedy the defect:

    - part numbers,

- serial numbers (if applicable),

- description of the parts,

- quantity of parts,

- unit price of parts,

- total price of parts,

- related Seller’s or third party’s invoices (if applicable),

(c)    detailed number of labor hours,

(d)    agreed In-house Warranty Labor Rate (defined below in
Subclause 12.1.7(v)(a)), and

(e)     total claim value.

(v)    Credit

The Buyer’s sole remedy, and the Seller’s sole obligation and liability, in respect of In-house Warranty claims, shall be a credit to the Buyer’s account in U.S. Dollars. The credit to the Buyer’s account shall be equal to the direct labor cost expended in performing a repair and to the direct cost of materials incorporated in the repair. Such costs shall be determined as set forth below.

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(a)    To determine direct labor costs, only man hours spent [***] of the Warranted Part alone shall be counted. Man hours required for maintenance work concurrently being carried out on the Aircraft or Warranted Part shall not be included.

The man hours counted as set forth above shall be multiplied by an agreed labor rate representing [***] of the Buyer’s composite average hourly labor rate (excluding all fringe benefits, premium time allowances, social security charges, business taxes and similar items) paid to the Buyer’s employees whose jobs are directly related to the performance of the repair (the “In-house Warranty Labor Rate”).

(b)    Direct material costs are determined by the prices at which the Buyer acquired such material, excluding any parts and materials used for overhaul and furnished free of charge by the Seller.

(vi)    Limitation on Credit

The Buyer shall in no event be credited for repair costs (including labor and material) for any Warranted Part exceeding [***] of the Seller’s then current catalog price for a replacement of such defective Warranted Part.

Such cost shall be substantiated in writing by the Seller upon reasonable request by the Buyer.

(vii)    Scrapped Material

The Buyer shall retain any Warranted Part defective beyond economic repair and any defective part removed from a Warranted Part during repair until the earlier of [***] after submission of a claim for In-house Warranty credit relating thereto or the Seller’s written advice to the Buyer that such Warranted Part should be scrapped. Such parts shall be returned to the Seller within [***] of receipt of the Seller’s request to that effect.

Notwithstanding the foregoing, the Buyer may, with the agreement of the Seller’s Field Representative, scrap any such defective parts that are beyond economic repair and not required for technical evaluation.

[***]

(viii)    LIMITATIONS ON LIABILITY OF SELLER

THE SELLER SHALL NOT BE LIABLE FOR ANY RIGHT, CLAIM OR REMEDY, AND THE BUYER SHALL INDEMNIFY THE SELLER AGAINST
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THE CLAIMS OF ANY THIRD PARTIES FOR ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS SUBCLAUSE 12.1.7 WHICH WAS NOT IN COMPLIANCE WITH THE TERMS THEREOF, INCLUDING BUT NOT LIMITED TO: (I) LIABILITY IN CONTRACT OR TORT, (II) LIABILITY ARISING FROM THE BUYER’S ACTUAL OR IMPUTED NEGLIGENCE, INTENTIONAL TORTS AND/OR STRICT LIABILITY, AND/OR (III) LIABILITY TO ANY THIRD PARTIES.

12.1.8Standard Warranty Transferability

The warranties provided for in this Subclause 12.1 for any Warranted Part shall accrue to the benefit of any airline in revenue service other than the Buyer, if the Warranted Part enters into the possession of any such airline as a result of a pooling or leasing agreement between such airline and the Buyer or upon the Buyer’s sale of the Aircraft to any such airline in accordance with Subclause 19.3, in accordance with the terms and subject to the limitations and exclusions of the foregoing warranties and to applicable laws or regulations.

12.1.9Warranty for Corrected, Replacement or Repaired Warranted Parts

Whenever any Warranted Part that contains a defect for which the Seller is liable under Subclause 12.1 has been corrected, repaired or replaced pursuant to the terms of this Clause 12, the period of the Seller’s warranty with respect to such corrected, repaired or replacement Warranted Part, whichever may be the case, shall be the remaining portion of the original warranty in respect of such corrected, repaired or replacement Warranted Part. In the event that a defect is attributable to a defective repair or replacement by the Buyer, a Warranty Claim with respect to such defect shall not be allowable, notwithstanding any subsequent correction or repairs, and shall immediately terminate the remaining warranties under this Subclause 12.1 in respect of the affected Warranted Part.

12.1.10Good Airline Operation - Normal Wear and Tear

The Buyer’s rights under this Subclause 12.1 are subject to the Buyer using commercially reasonable measures to maintain, overhaul, repair and operate the Aircraft and each component, equipment, accessory and part thereof in accordance with good commercial airline practice [***], all technical documentation and maintenance recommendations of the Seller, the Suppliers or the manufacturer of the Propulsion System and its associated parts, (provided that, should the Buyer disagree as to the effectiveness of such recommendations, then the Seller shall clearly demonstrate to the Buyer that the recommendations are effective, economical and practical and will not have an adverse impact on Buyer’s commercial operations) and all applicable rules, regulations and directives of the FAA.

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The Seller’s liability under this Subclause 12.1 shall not extend to normal wear and tear nor to:

(i)    any Aircraft or component, equipment, accessory or part thereof that has been repaired, altered or modified after delivery by a party other than the Seller or in a manner other than that set forth in Subclause 12.1.7 or otherwise approved by the Seller;

(ii)    any Aircraft or component, equipment, accessory or part thereof that has been operated in a damaged state; or

(iii)    any component, equipment, accessory or part from which the trademark, trade name, part or serial number or other identification marks have been removed.

[***]

12.2Seller Service Life Policy

In addition to the warranties set forth in Subclause 12.1 above, the Seller further agrees that should a Failure (as defined below) occur in any Item (as defined below), then, subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the provisions of this Subclause 12.2 shall apply.

12.2.1Definitions

For the purposes of this Subclause 12.2, the following definitions shall apply:

12.2.1.1“Item” means any of the Seller components, equipment, accessories or parts listed in Exhibit F hereto which are installed on an Aircraft at any time during the period of effectiveness of the Service Life Policy as defined below in Subclause 12.2.2.

12.2.1.2“Failure” means any breakage of, or defect in, an Item that has occurred, that can reasonably be expected to occur on a repetitive or fleetwide basis, and that materially impairs the utility or safety of the Item, [***].

12.2.2Periods and Seller’s Undertaking

Subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item within [***] after the delivery of said Aircraft to the Buyer, the Seller shall, at its own discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation in the cost as hereinafter provided, either:

12.2.2.1design and furnish to the Buyer a correction for such Item subject to a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts unless a part of an Item), or,
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12.2.2.2replace such Item.

12.2.3Seller’s Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which shall be determined in accordance with the following formula:

[***]
[***]

[***]

[***]

[***]

[***]

12.2.4General Conditions and Limitations

12.2.4.1Notwithstanding Subclause 12.2.3, the undertakings given in this Subclause 12.2 shall not be valid during the period applicable to an Item under Subclause 12.1.

12.2.4.2The Buyer’s remedy and the Seller’s obligation and liability under this Service Life Policy are subject to compliance by the Buyer with the following conditions precedent:

(i)    The Buyer shall maintain log books and other historical records with respect to each Item adequate to enable determination as to whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the cost to be borne by the Seller in accordance with Subclause 12.2.3 above.

(ii)    The Buyer shall keep the Seller informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded, if the failure to so inform the Seller materially prejudices the Seller’s position.

(iii)    The conditions of Subclause 12.1.10 shall have been complied with.

(iv)    The Buyer shall carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be, to the extent possible, compatible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller.
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(v)    In the case of any breakage or defect, the Buyer shall report the same in writing to the Seller within [***] after any breakage or defect in an Item becomes apparent, whether or not said breakage or defect can reasonably be expected to occur in any other Aircraft, and the Buyer shall inform the Seller in sufficient detail about the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.

12.2.4.3Except as otherwise provided in this Subclause 12.2, any claim under this Service Life Policy shall be administered as provided in, and shall be subject to the terms and conditions of, Subclause 12.1.6.

12.2.4.4In the event that the Seller shall have issued a modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller shall offer to supply to the Buyer the necessary modification kit free of charge or under a pro rata formula established by mutual agreement between the Buyer and the Seller. If such a kit is so offered to the Buyer, then, in respect of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Subclause 12.2 shall be subject to the Buyer’s incorporating such modification in the relevant Aircraft, within a reasonable time, as promulgated by the Seller and in accordance with the Seller’s instructions.

12.2.4.5THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION UNDER THIS SUBCLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN THIS SUBCLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN MONETARY DAMAGES, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS SUBCLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN SUBCLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.

12.2.5Transferability

Except as provided in Subclause 19.3, the Buyer’s rights under this Subclause 12.2 shall not be assigned, sold, leased, transferred or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent.
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Any unauthorized assignment, sale, lease, transfer or other alienation of the Buyer’s rights under this Service Life Policy shall, as to the particular Aircraft involved, immediately void this Service Life Policy in its entirety.

12.3Supplier Warranties

12.3.1Seller’s Support

Prior to delivery of the first Aircraft under the Agreement, the Seller shall obtain from all Suppliers listed in the Supplier Product Support Agreements enforceable and transferable warranties and indemnities against patent infringements for all of the components, equipment, accessories and parts of the Suppliers that are installed in an Aircraft at the time of delivery thereof (“Supplier Parts”), it being understood that the term “Supplier Parts” shall not include the Propulsion System, Buyer Furnished Equipment or other equipment selected by the Buyer to be supplied by Suppliers with whom the Seller has no existing enforceable warranty agreements. The Seller shall also obtain enforceable and transferable Supplier service life policies from landing gear Suppliers for structural landing gear elements. The Seller undertakes to supply to the Buyer such Supplier warranties, Supplier service life policies and indemnities against patent infringements substantially in the form summarized in the Supplier Product Support Agreements.

12.3.2Supplier’s Default

12.3.2.1In the event that any Supplier under any standard warranty or indemnity against patent infringements obtained by the Seller pursuant to Subclause 12.3.1 or Clause 13 hereof defaults in the performance of any material obligation under such warranty or indemnity against patent infringements with respect to a Supplier Part, and the Buyer submits within a reasonable time to the Seller reasonable proof that such default has occurred, then Subclause 12.1 or Clause 13 of the Agreement shall apply to the extent the same would have been applicable had such Supplier Part been a Warranted Part except that, for obligations covered under Subclause 12.1, the shorter of (i) the Supplier’s warranty period as indicated in the Supplier Product Support Agreements and (ii) the Seller’s warranty period as indicated in Subclause 12.1.3 of the Agreement shall apply.

12.3.2.2In the event that any Supplier under any Supplier service life policy obtained by the Seller pursuant to Subclause 12.3.1 hereof defaults in the performance of any material obligation with respect thereto, and the Buyer submits within reasonable time to the Seller reasonable proof that such default has occurred, then Subclause 12.2 of the Agreement shall apply to the extent the same would have been applicable had such component, equipment, accessory or part been listed in Exhibit F hereto.

12.3.2.3At the Seller’s request, the Buyer shall assign to the Seller, and the Seller shall be subrogated to, all of the Buyer’s rights against the relevant Supplier, with respect to and arising by reason of such default and the Buyer shall provide reasonable assistance to enable the Seller to enforce the rights so assigned.

12.4Interface Commitment
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12.4.1Interface Problem

If the Buyer experiences any technical problem in the operation of an Aircraft or its systems due to a malfunction (including any unexplainable occurrence), the cause of which, after due and reasonable investigation, is not readily identifiable by the Buyer, but which the Buyer reasonably believes to be attributable to the design characteristics of one or more components of the Aircraft (an “Interface Problem”), the Seller shall, if requested by the Buyer, and without additional charge to the Buyer, except for transportation of the Seller’s personnel to the Buyer’s facilities, promptly conduct or have conducted an investigation and analysis of such problem to determine, if possible, the cause or causes of the problem and to recommend such corrective action as may be feasible, provided, however, that if the Seller determines, after such due and reasonable investigation, that the Interface Problem was due to or caused by any default by the Buyer in performance of its obligations hereunder, the Buyer shall pay to the Seller all reasonable costs and expenses incurred by the Seller during such investigation. The Buyer shall furnish to the Seller all data and information in the Buyer’s possession relevant to the Interface Problem and shall cooperate with the Seller in the conduct of the Seller’s investigations and such tests as may be required.

At the conclusion of such investigation the Seller shall promptly advise the Buyer in writing of the Seller’s opinion as to the cause or causes of the Interface Problem and the Seller’s recommendations as to corrective action.

12.4.2Seller’s Responsibility

If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller shall, if requested by the Buyer and following consultation between the Buyer and the Seller, correct the design of such Warranted Part, pursuant to the terms and conditions of Subclause 12.1.

12.4.3Supplier’s Responsibility

If the Seller determines that the Interface Problem is primarily attributable to the design of a component, equipment, accessory or part other than a Warranted Part (“Supplier Component”), the Seller shall, if requested by the Buyer, reasonably assist the Buyer in processing any warranty claim the Buyer may have against the manufacturer of such Supplier Component.

12.4.4Joint Responsibility

If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Component, the Seller shall, if requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved. The Seller shall promptly advise the
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Buyer of such corrective action as may be proposed by the Seller and any such Supplier. Such proposal shall be consistent with any then existing obligations of the Seller hereunder and of any such Supplier to the Buyer. Such corrective action, when reasonably accepted by the Buyer, shall constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.

12.4.5General

12.4.5.1All requests under this Subclause 12.4 shall be directed both to the Seller and the affected Suppliers.

12.4.5.2Except as specifically set forth in this Subclause 12.4, this Subclause 12.4 shall not be deemed to impose on the Seller any obligations not expressly set forth elsewhere in the Agreement.

12.4.5.3All reports, recommendations, data and other documents furnished by the Seller to the Buyer pursuant to this Subclause 12.4 shall be deemed to be delivered under the Agreement and shall be subject to the terms, covenants and conditions set forth in this Clause 12 and in Subclause 22.7.

12.5EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY

THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS) SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS AGREEMENT.

THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

(1)    ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;
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(2)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

(3)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

(4)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

(5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

(6)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;

(7)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

(a)    LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;

(b)    LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;

(c)    LOSS OF PROFITS AND/OR REVENUES;

(d)    ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 SHALL REMAIN IN FULL FORCE AND EFFECT.

12.6Duplicate Remedies

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The remedies provided to the Buyer under this Clause 12 as to any defect in respect of the Aircraft or any part thereof are mutually exclusive and not cumulative. [***].

12.7Negotiated Agreement

The Buyer and the Seller agree that this Clause 12 has been the subject of discussion and negotiation and is fully understood by the parties and that the price of the Aircraft and the other mutual agreements of the parties set forth in this Agreement were arrived at in consideration of, inter alia, the provisions of this Clause 12, specifically including the Exclusivity of Warranties and General Limitations of Liability provisions and the Duplicate Remedies provisions set forth in Subclause 12.5 and following Subclause 12.6.
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13PATENT INDEMNITY

13.1Scope

Subject to the terms, conditions, limitations and restrictions (including, but not limited to, the Exclusivity of Warranties and Duplicate Remedies provisions) as hereinafter set out, and that the same are in full force and effect and have not been amended, the Seller shall indemnify the Buyer from and against any damages, costs and expenses including reasonable legal costs (excluding damages, costs, expenses, loss of profits and other liabilities in respect of or resulting from loss of use of any Aircraft) in case of any actual or alleged infringement by any Aircraft or any Warranted Part or the use thereof of:

(i)    any British, French, German, Spanish or US patent, or

(ii)    any patent issued under the laws of any other country in which the Buyer may lawfully operate the Aircraft, provided that:

(a)    from the time of design of such Aircraft, accessory, equipment or part and until infringement claims are resolved, such country and the flag country of the Aircraft is each a party to the Chicago Convention on International Civil Aviation of December 7, 1944, and is fully entitled to all benefits of Article 27 thereof, or in the alternative,
(b)    from such time of design and until infringement claims are resolved, such country and the flag country of the Aircraft is each a party to the International Convention for the Protection of Industrial Property of March 20, 1883 (known as the “Paris Convention”).

The Seller’s undertaking under this Clause 13 shall not apply to (i) Buyer Furnished Equipment or Propulsion Systems, (ii) components, accessories, equipment or parts which are not Warranted Parts or not supplied pursuant to a Supplier Product Support Agreement, or (iii) software not developed or created by the Seller.

13.2Seller’s Action

Should the Buyer be enjoined from using any part of an Aircraft by reason of infringement of a patent covered by Subclause 13.1, the Seller shall, at its option and expense, either (i) procure for the Buyer the right to use such part free of any liability for patent infringement or (ii) as soon as possible replace such part with a noninfringing substitute otherwise complying with the requirements of this Agreement.

13.3Seller’s Obligation

The Seller’s obligation hereunder with respect to any actual or alleged infringement is conditioned upon commencement of suit against the Buyer for infringement or the Buyer’s receipt of a written claim alleging infringement, and upon written notice by the
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Buyer to the Seller within [***] after receipt by the Buyer of notice of the institution of such suit or receipt of such claim, giving particulars thereof. The Seller shall have the option but not the obligation at any time to conduct negotiations with the party or parties charging infringement and may intervene in any claim or suit commenced. Whether or not the Seller intervenes in any such claim or suit, it shall be entitled at any stage of the proceedings to assume, conduct or control the defense or settlement thereof.

The Seller’s obligation hereunder with respect to any actual or alleged infringement is also conditioned upon (i) the Buyer’s promptly furnishing to the Seller all the data, papers, records and other assistance within the control of the Buyer material to the resistance of or defense against any such charge or suits for infringement, (ii) the Buyer’s use of diligent efforts in full cooperation with the Seller to reduce royalties, damages, costs and expenses involved, (iii) the Seller’s prior approval of the Buyer’s payment, assumption or admission of any liabilities, expenses, costs or royalties for which the Seller is asked to respond and (iv) the Buyer’s not otherwise acting in a manner prejudicial to its or the Seller’s defense of the action. The Buyer also agrees to co-operate with, and render assistance to, the Seller as may be pertinent to the defense or denial of the suit or claim.

13.4WAIVER

The Seller’s liability hereunder shall be conditional upon the timely compliance by the Buyer with the terms of this Clause 13 and is in lieu of any other liability to the Buyer express or implied which the Seller might incur at law as a result of any infringement or claim of infringement of any patent or copyright.

THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT OR INFRINGEMENT BY ANY AIRCRAFT, ACCESSORY, EQUIPMENT, SOFTWARE OR PART, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS SUBCLAUSE 13.4 SHALL REMAIN IN FULL FORCE AND EFFECT. THIS PATENT INDEMNITY SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER.
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14TECHNICAL PUBLICATIONS

14.1Scope

This Clause 14 covers the terms and conditions for the supply of technical data (together with any revisions thereto, the “Technical Data”) and software services described hereunder (hereinafter “Software Services”) to support the Aircraft operation.

14.1.1Except as otherwise set forth in this Clause 14, the Technical Data shall be supplied in the English language using the aeronautical terminology in common use.

14.1.2Range, form, type, format, quantity and delivery schedule of the Technical Data to be provided under the Agreement are outlined in Exhibit G hereto.

14.2Aircraft Identification for Technical Data

14.2.1For those Technical Data that are customized to the Buyer’s Aircraft, the Buyer agrees to the allocation of fleet serial numbers (“Fleet Serial Numbers”) in the form of a block of numbers selected in the range from 0001 to 9999.

14.2.2The sequence shall not be interrupted unless two (2) different Propulsion System or two (2) different models of Aircraft are selected.

14.2.3The Buyer shall indicate to the Seller the Fleet Serial Number allocated to each Aircraft corresponding to the delivery schedule set forth in Subclause 9.1 no later than [***] before the Scheduled Delivery Month of the first Aircraft. Neither the designation of such Fleet Serial Numbers nor the subsequent allocation of the Fleet Serial Numbers to Manufacturer Serial Numbers for the purpose of producing certain customized Technical Data shall constitute any property, insurable or other interest of the Buyer in any Aircraft prior to the Delivery of such Aircraft as provided for in the Agreement.

The customized Technical Data that are affected thereby are the following:

- Aircraft Maintenance Manual,
- Illustrated Parts Catalogue,
- Trouble Shooting Manual,
- Aircraft Wiring Manual,
- Aircraft Schematics Manual, and
- Aircraft Wiring Lists.

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14.3Integration of Equipment Data

14.3.1Supplier Equipment

Information, including revisions, relating to Supplier equipment that is installed on the Aircraft at Delivery, or through Seller Service Bulletins thereafter, shall be introduced into the customized Technical Data to the extent necessary for understanding of the affected systems, at no additional charge to the Buyer.

14.3.2Buyer Furnished Equipment

14.3.2.1The Seller shall introduce Buyer Furnished Equipment data for Buyer Furnished Equipment that is installed on the Aircraft by the Seller (hereinafter “BFE Data”) into the customized Technical Data, at no additional charge to the Buyer for the initial issue of the Technical Data provided at or before Delivery of the first Aircraft provided such BFE Data is provided in accordance with the conditions set forth in Subclauses [***] through [***].

14.3.2.2The Buyer shall supply, or shall cause the BFE Supplier(s) to supply on its behalf the BFE Data to the Seller at least [***] prior to the Scheduled Delivery Month of the first Aircraft. If the Buyer does not supply such BFE Data to the Seller by such time, then the Seller shall, at no additional cost to the Buyer, incorporate such BFE Data at the first scheduled revision following [***] after the date the BFE Data is provided.

14.3.2.3The Buyer shall supply the BFE Data to the Seller in English and in compliance with the then applicable revision of ATA Specification 2200 (iSpec 2200), Information Standards for Aviation Maintenance.

14.3.2.4The Buyer and the Seller shall agree on the requirements for the provision to the Seller of BFE Data for “on-aircraft maintenance”, such as but not limited to timeframe, media and format in which the BFE Data shall be supplied to the Seller, in order to manage the BFE Data integration process in an efficient, expeditious and economic manner.

14.3.2.5The BFE Data shall be delivered in digital format (SGML) and/or in Portable Document Format (PDF), as agreed between the Buyer and the Seller.

14.3.2.6[***]

14.4Supply

14.4.1Technical Data shall be supplied on-line and/or off-line, as set forth in Exhibit G hereto.

14.4.2[***]

14.5Delivery

14.5.1For Technical Data provided off-line, such Technical Data and corresponding revisions shall be sent to up to two (2) addresses as indicated by the Buyer.

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14.5.2Technical Data provided off-line shall be delivered by the Seller at the Buyer’s named place of destination under DAP conditions. The term Delivered At Place (DAP) is defined in the Incoterms 2010 publication issued by the International Chamber of Commerce, (the “DAP – Incoterm”).

14.5.3The Technical Data shall be delivered according to a mutually agreed schedule to correspond with the Deliveries of Aircraft. The Buyer shall provide no less than [***] notice when requesting a change to such delivery schedule.
14.5.4It shall be the responsibility of the Buyer to coordinate and satisfy local Aviation Authorities’ requirements with respect to Technical Data. Reasonable quantities of such Technical Data shall be supplied by the Seller [***] to the Buyer at the Buyer’s named place of destination.

Notwithstanding the foregoing, and in agreement with the relevant Aviation Authorities, preference shall be given to the on-line access to such Buyer’s Technical Data through the Airbus customer portal “AirbusWorld”.

14.6Revision Service

For each firmly ordered Aircraft covered under this Agreement, revision service for the Technical Data shall be provided on a free of charge basis for a period of [***] after Delivery of such Aircraft (each a “Revision Service Period”).

Thereafter revision service shall be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.

14.7Service Bulletins (SB) Incorporation    

During any Revision Service Period and upon the Buyer’s request, Seller Service Bulletin information shall be incorporated into the Technical Data, provided that the Buyer notifies the Seller through the relevant AirbusWorld on-line service bulletin reporting application that it intends to accomplish such Seller Service Bulletin. The split effectivity for the corresponding Seller Service Bulletin shall remain in the Technical Data until notification from the Buyer that embodiment has been completed on all of the Buyer’s Aircraft. The foregoing is applicable for Technical Data relating to maintenance only. For operational Technical Data either the pre or post-Seller Service Bulletin status shall be shown.

14.8Technical Data Familiarization

Upon request by the Buyer, the Seller shall provide up to [***] of Technical Data familiarization training at the Seller’s or the Buyer’s facilities. The basic familiarization course is tailored for maintenance and engineering personnel.

14.9Customer Originated Changes

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If the Buyer wishes to introduce Buyer originated data, including BFE Data after the initial issue of the Technical Data (hereinafter “COC Data”) into any of the customized Technical Data that are identified as eligible for such incorporation in the Seller’s then current Customer Services Catalog, the Buyer shall notify the Seller of such intention.

The incorporation of any COC Data shall be performed under the methods and tools for achieving such introduction and the conditions specified in the Seller’s then current Customer Services Catalog.

14.10AirN@v Family Products

14.10.1The Technical Data listed below are provided on DVD and include integrated software (hereinafter together referred to as the “AirN@v Family”).

14.10.2The AirN@v Family covers several Technical Data domains, reflected by the following AirN@v Family products:

- AirN@v / Maintenance,
- AirN@v / Planning,
- AirN@v / Repair,
- AirN@v / Workshop,
- AirN@v / Associated Data,
- AirN@v / Engineering.
        
14.10.3Further details on the Technical Data included in such products are set forth in Exhibit G.

14.10.4Part 1 of Exhibit I to the Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement, signed November 24th 2014 (the “2014 Exhibit I”) shall be deemed to be the licensing conditions for the use of AirN@v Family integrated software (the “End-User License Agreement for Airbus Software”) except that the following terms, as defined in Part 1 of 2014 Exhibit I shall be deleted and replaced with the meanings as set forth below in the “End-User License Agreement for Airbus Software” as used in the Agreement:

a. "Agreement” means the Airbus A321 NEO Aircraft Purchase Agreement, dated as of December 15, 2017.
b. “Aircraft” means [***].


14.10.5The revision service and the license to use AirN@v Family products shall be granted free of charge for the duration of the corresponding Revision Service Period. At the end of such Revision Service Period, the yearly revision service for AirN@v Family products and the associated license fee shall be provided to the Buyer under the commercial conditions set forth in the Seller’s then current Customer Services Catalog.

14.11On-Line Technical Data

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14.11.1The Technical Data set forth in Exhibit G, which is provided on-line, shall be made available to the Buyer through AirbusWorld, access to which shall be subject to the AirbusWorld GTC.

14.11.2Such provision shall be [***] for the duration of the corresponding Revision Service Period.

14.11.3Access to AirbusWorld shall be subject to the GTC.

14.11.4The list of the Technical Data provided on-line may be extended from time to time.

For any Technical Data which is or becomes available on-line, the Seller reserves the right to suppress other formats for the concerned Technical Data. Should the Seller elect to proceed with such format suppression and should the Buyer be interested in participating in the associated pilot phase, the Seller shall invite the Buyer to take part in said pilot phase.

[***]


14.11.5Access to AirbusWorld shall be granted [***] for [***] Buyer’s users (including [***] Buyer’s Administrators) for the Technical Data related to the Aircraft which shall be operated by the Buyer.

14.11.6For the sake of clarification, it is hereby specified that Technical Data accessed through AirbusWorld - which access shall be covered by the terms and conditions set forth in the GTC – shall remain subject to the conditions of this Clause 14.

In addition, should AirbusWorld provide access to Technical Data in software format, the use of such software shall be further subject to the conditions of the End-User License Agreement for Airbus Software.

14.12Waiver, Release and Renunciation

The Seller warrants that the Technical Data are prepared in accordance with the state of art at the date of their conception. Should any Technical Data prepared by the Seller contain a non-conformity or defect, the sole and exclusive liability of the Seller shall be to take all reasonable and proper steps to correct such Technical Data. Notwithstanding the above, no warranties of any kind shall be given for the Customer Originated Changes, as set forth in Subclause 14.9.

THIS CLAUSE 14 SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY TECHNICAL DATA OR SERVICES DELIVERED BY THE SELLER UNDER THIS AGREEMENT.
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THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS CLAUSE 14 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

(1)ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;

(2)ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

(3)ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

(4)ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

(5)ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

(6)ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;

(7)ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

(a)LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;

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(b)LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;

(c)LOSS OF PROFITS AND/OR REVENUES;

(d)ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE 14 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 14 SHALL REMAIN IN FULL FORCE AND EFFECT.

FOR THE PURPOSE OF THIS CLAUSE 14.11, “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ITS AFFILIATES AND SUPPLIERS.

14.13Proprietary Rights

14.13.1All proprietary rights, including but not limited to patent, design and copyrights, relating to Technical Data shall remain with the Seller and/or its Affiliates as the case may be.    

These proprietary rights shall also apply to any translation into a language or languages or media that may have been performed or caused to be performed by the Buyer.
    
14.13.2Whenever the Agreement and/or any Technical Data provides for manufacturing by the Buyer, the consent given by the Seller shall not be construed as any express or implicit approval whatsoever of the Buyer or of the manufactured products. The supply of the Technical Data shall not be construed as any further right for the Buyer to design or manufacture any Aircraft or part thereof or spare part.

14.14Performance Engineer’s Program

14.14.1In addition to the Technical Data provided under Clause 14, the Seller shall provide to the Buyer Software Services, which shall consist of the Performance Engineer’s Programs (“PEP”) for the Aircraft type covered under the Agreement. Such PEP is composed of software components and databases and its use is subject to the license conditions set forth in to the conditions of the End-User License Agreement for Airbus Software.

14.14.2Use of the PEP shall be limited to [***] to be used on the Buyer’s computers for the purpose of computing performance engineering data. The PEP is intended [***].

14.14.3The license to use the PEP and the revision service shall be provided [***] for the duration of the corresponding Revision Service Period as set forth in Subclause 14.5.
        
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14.14.4At the end of such PEP Revision Service Period, the PEP shall be provided to the Buyer at the standard commercial conditions set forth in the Seller’s then current Customer Services Catalog.

14.15Future Developments

The Seller continuously monitors technological developments and applies them to Technical Data, document and information systems’ functionalities, production and methods of transmission.
    
The Seller shall implement and the Buyer shall accept such new developments, it being understood that the Buyer shall be informed in due time by the Seller of such new developments and their application and of the date by which the same shall be implemented by the Seller.

[***]


14.16Confidentiality

14.16.1This Clause 14, the Technical Data, the Software Services and their content are designated as confidential. All such Technical Data and Software Services are provided to the Buyer for the sole use of the Buyer who undertakes not to disclose the contents thereof to any third party without the prior written consent of the Seller save as permitted therein or pursuant to any government or legal requirement imposed upon the Buyer.

14.16.2In the event of the Seller authorizing the disclosure of this Clause 14 or any Technical Data or Software Services to third parties either under the Agreement or by an express prior written authorization and specifically, in the event of the Buyer intending to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a “Third Party”), the Buyer shall notify the Seller of such intention prior to any disclosure of this Clause 14 and/or the Technical Data and/or the Software Services to such Third Party.

The Buyer hereby undertakes to cause such Third Party to agree to be bound by the conditions and restrictions set forth in this Clause 14 with respect to the disclosed Clause, Technical Data or Software Services and shall in particular cause such Third Party to enter into a confidentiality agreement with the Seller and appropriate licensing conditions, and to commit to use the Technical Data solely for the purpose of maintaining the Buyer’s Aircraft and the Software Services exclusively for processing the Buyer’s data.

14.17Transferability

Without prejudice to Subclause 19.1, the Buyer’s rights under this Clause 14 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or
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otherwise, without the Seller’s prior written consent, such consent not to be unreasonably withheld and to be without economic cost to the Buyer or the Buyer’s assignee.

Any transfer in violation of this Subclause 14.17 shall, as to the particular Aircraft involved, void the rights and warranties of the Buyer under this Clause 14 and any and all other warranties that might arise under or be implied in law.
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15FIELD ASSISTANCE

The Seller shall provide [***] to the Buyer the services described in this Clause 15, at the Buyer’s main base or at other locations to be mutually agreed.

15.1Customer Support Representative(s)

15.1.1In addition to the services of Seller customer support representative(s) (each a “Seller Representative”), provided by the Seller in prior agreement between the Seller and the Buyer, the Seller shall provide [***] to the Buyer [***] of exclusive services of a Seller Representative(s) at the Buyer’s main base or such other locations as the parties may agree at Delivery of the first Aircraft.

15.1.2In providing the services as described hereabove, any Seller Representatives, or any Seller employee(s) providing services to the Buyer hereunder, are deemed to be acting in an advisory capacity only and at no time shall they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.    

15.1.3The Seller shall cause similar services to be provided by representatives of the Propulsion System Manufacturer and Suppliers, when necessary and applicable.

15.2Buyer’s Support

15.2.1From the date of arrival of the first Seller Representative and for the duration of the assignment, the Buyer shall provide [***] a suitable lockable office, conveniently located with respect to the Buyer’s maintenance facilities, with complete office furniture and equipment including telephone, internet, email and facsimile connections for the sole use of the Seller Representative(s). All related communication costs shall be borne by [***].

15.2.2[***]

15.2.3INTENTIONALLY LEFT BLANK
15.2.4Should the Buyer request any Seller Representative referred to in Subclause 15.1 above to travel on business to a city other than his usual place of assignment, [***].

15.2.5The Buyer shall assist the Seller in obtaining from the civil authorities of the Buyer’s country those documents that are necessary to permit the Seller Representative to live and work in the Buyer’s country. Failure of the Seller to obtain the necessary documents shall relieve the Seller of any obligation to the Buyer under the provisions of Subclause 15.1.

15.2.6INTENTIONALLY LEFT BLANK

15.2.7In the event that the Buyer elects to relocate one of the Seller Representatives on a temporary basis, [***].





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15.3Withdrawal of the Seller Representative

The Seller shall have the right to withdraw its assigned Seller Representatives as it sees fit if conditions arise, which are in the Seller’s opinion dangerous to their safety or health or prevent them from fulfilling their contractual tasks.

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16TRAINING

16.1General

16.1.1This Clause 16 sets forth the terms and conditions for the supply of training support and services for the Buyer’s personnel to support the Aircraft operation.

16.1.2The range, quantity and validity of training to be provided free of charge under the Agreement are covered in Appendix A to this Clause 16.

16.1.3Scheduling of training courses covered in Appendix A shall be mutually agreed during a training conference (the “Training Conference”) that shall be held no later than [***] prior to Delivery of the first Aircraft.

16.2Training Location

16.2.1The Seller shall provide training at an affiliated training center in Miami, U.S.A. or such other of its training centers as agreed upon by the Seller and the Buyer (individually a “Seller’s Training Center” and collectively, the “Seller’s Training Centers”).

16.2.2If the unavailability of facilities or scheduling difficulties make training by the Seller at any Seller’s Training Center impractical, the Seller shall ensure that the Buyer is provided with such training at another location designated by the Seller.

16.2.3Upon the Buyer’s request, the Seller may also provide certain training at a location other than the Seller’s Training Centers, including one of the Buyer’s bases, if and when practicable for the Seller, under terms and conditions to be mutually agreed upon. In such event, all additional charges listed in Subclauses 16.5.2 and 16.5.3 shall be borne by the Buyer.

16.2.4 If the Buyer requests training at a location as indicated in Subclause 16.2.3 and requires such training to be an Airbus approved course, the Buyer undertakes that the training facilities shall be approved prior to the performance of such training. The Buyer shall, as necessary and in due time prior to the performance of such training, provide access to the training facilities set forth in Subclause 16.2.3 to the Seller’s and the competent Aviation Authority’s representatives for approval of such facilities.

16.3Training Courses

16.3.1Training courses shall be as described in the Seller’s customer services catalog (the “Seller’s Customer Services Catalog”). The Seller’s Customer Services Catalog also sets forth the minimum and maximum number of trainees per course.    

All training requests or training course changes made outside of the frame of the Training Conference shall be submitted by the Buyer with a minimum of [***] prior notice.

16.3.2The following terms and conditions shall apply to training performed by the Seller:

(i)Training courses shall be the Seller’s standard courses as described in the Seller’s Customer Services Catalog valid at the time of execution of the course. The Seller
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shall be responsible for all training course syllabi, training aids and training equipment necessary for the organization of the training courses; for the avoidance of doubt, for the purpose of performing training, such training equipment does not include aircraft.

(ii)    The training equipment and the training curricula used for the training of flight, cabin and maintenance personnel shall not be fully customized but shall be configured in order to obtain the relevant Aviation Authority’s approval and to support the Seller’s training programs.

(iii)    Training data and documentation for trainees receiving the training at the Seller’s Training Centers shall be provided [***]. Training data and documentation shall be marked “FOR TRAINING ONLY” and as such are supplied for the sole and express purpose of training; training data and documentation shall not be revised.

16.3.3When the Seller’s training courses are provided by the Seller’s instructors (individually an “Instructor” and collectively “Instructors”) the Seller shall deliver a Certificate of Recognition or a Certificate of Course Completion (each a “Certificate”) or an attestation (an “Attestation”), as applicable, at the end of any such training course. Any such Certificate or Attestation shall not represent authority or qualification by any Aviation Authority but may be presented to such Aviation Authority in order to obtain relevant formal qualification.

In the event of training courses being provided by a training provider selected by the Seller as set forth in Subclause 16.2.2, the Seller shall cause such training provider to deliver a Certificate or Attestation, which shall not represent authority or qualification by any Aviation Authority, but may be presented to such Aviation Authority in order to obtain relevant formal qualification.

16.3.4[***]:

(i)[***];

(ii)     [***];

(iii)     [***].

[***]

[***].

[***] prior notice. The requested training shall be subject to the Seller’s then existing planning constraints.

16.3.5Rescheduling and Cancellation

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16.3.5.1Should the Buyer use none or only part of the training to be provided pursuant to this Clause 16, [***].

16.3.5.2Should the Buyer decide to cancel or reschedule, fully or partially, and irrespective of the location of the training, a training course, a minimum advance notification of at least [***] prior to the relevant training course start date is required. Any later cancellation or change, when courses cannot be allocated to other customers, shall be deducted from the training allowances defined herein or shall be charged to the Buyer, as applicable.

16.3.5.3If the notification occurs less than [***] but more than [***] prior to such training, when courses cannot be allocated to other customers, a cancellation fee corresponding to [***] of such training shall be, as applicable, either deducted from the training allowance defined in Appendix A or invoiced at the Seller’s then applicable price, provided that the courses cannot be allocated to other customers.

16.3.5.4If the notification occurs less than [***] prior to such training, when courses cannot be allocated to other customers, a cancellation fee corresponding to [***] of such training shall be, as applicable, either deducted from the training allowance defined in Appendix A or invoiced at the Seller’s then applicable price. provided that the courses cannot be allocated to other customers.

16.3.5.5All courses exchanged under Subclause 16.3.4 shall remain subject to the provisions of this Subclause 16.3.5.

16.4Prerequisites and Conditions

16.4.1Training shall be conducted in English and all training aids used during such training shall be written in English using common aeronautical terminology.

16.4.2The Buyer hereby acknowledges that all training courses conducted pursuant to this Clause 16 are “Standard Transition Training Courses” and not “Ab Initio Training Courses”.

16.4.3Trainees shall have the prerequisite knowledge and experience specified for each course in the Seller’s Customer Services Catalog.

16.4.4The Buyer shall be responsible for the selection of the trainees and for any liability with respect to the entry knowledge level of the trainees.

16.4.5The Seller reserves the right to verify the trainees’ proficiency and previous professional experience.

16.4.6The Seller shall provide to the Buyer during the Training Conference an “Airbus Pre-Training Survey” for completion by the Buyer for each trainee.

The Buyer shall provide the Seller with an attendance list of the trainees for each course, with the validated qualification of each trainee, at the time of reservation of the training course and in no event any later than [***] before the start of the training course. The Buyer shall return concurrently thereto the completed Airbus Pre-Training Survey, detailing the trainees’ associated background. If the Seller determines through the Airbus
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Pre-Training Survey that a trainee does not match the prerequisites set forth in the Seller’s Customer Services Catalog, following consultation with the Buyer, such trainee shall be withdrawn from the program or directed through a relevant entry level training (ELT) program, which shall be at the Buyer’s expense.

16.4.7If the Seller determines at any time during the training that a trainee lacks the required level, following consultation with the Buyer, such trainee shall be withdrawn from the program or, upon the Buyer’s request, the Seller may be consulted to direct the above mentioned trainee(s), if possible, through any other required additional training, which shall be at the Buyer’s expense.     

16.4.8The Seller shall in no case warrant or otherwise be held liable for any trainee’s performance as a result of any training provided.

16.5Logistics

16.5.1Trainees

16.5.1.1Living and travel expenses for the Buyer’s trainees shall be borne by the Buyer.

16.5.1.2Notwithstanding the above, when training is done at the Seller’s affiliated training center in Miami, U.S.A, [***].

16.5.1.3It shall be the responsibility of the Buyer to make all necessary arrangements relative to authorizations, permits and/or visas necessary for the Buyer’s trainees to attend the training courses to be provided hereunder. Rescheduling or cancellation of courses due to the Buyer’s failure to obtain any such authorizations, permits and/or visas shall be subject to the provisions of Subclauses 16.3.5.1 thru 16.3.5.4.

16.5.2Training at External Location - Seller’s Instructors

16.5.2.1In the event of training being provided at the Seller’s request at any location other than the Seller’s Training Centers, as provided for in Subclause 16.2.2, [***].

16.5.2.2In the event of training being provided by the Seller’s Instructor(s) at any location other than the Seller’s Training Centers at the Buyer’s request, [***].

16.5.2.3Living Expenses

Except as provided for in Subclause 16.5.2.1 above, [***].
[***]

16.5.2.4Air Travel
    
[***]

16.5.2.5Buyer’s Indemnity
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[***], the Seller shall not be held liable to the Buyer for any delay or cancellation in the performance of any training outside of the Seller’s Training Centers associated with any transportation described in this Subclause 16.5.2 [***].

16.5.3Training Material and Equipment Availability - Training at External Location

Training material and equipment necessary for course performance at any location other than the Seller’s Training Centers or the facilities of a training provider selected by the Seller shall be provided by the Buyer [***] in accordance with the Seller’s specifications.
    
Notwithstanding the foregoing, should the Buyer request the performance of a course at another location as per Subclause 16.2.3, the Seller may, upon the Buyer’s request, provide the training material and equipment necessary for such course’s performance. [***]

16.6Flight Operations Training

The Seller shall provide training for the Buyer’s flight operations personnel as further detailed in Appendix A to this Clause 16, including the courses described in this Subclause 16.6.

16.6.1Flight Crew Training Course

The Seller shall perform a flight crew training course program for the Buyer’s flight crews, each of which shall consist of [***], who shall be either captain(s) or first officer(s).

16.6.2Flight Crew Line Initial Operating Experience

In order to assist the Buyer with initial operating experience after Delivery of the first Aircraft, the Seller shall provide to the Buyer pilot Instructor(s) as set forth in Appendix A to this Clause 16.

Should the Buyer request, subject to the Seller’s consent, such Seller pilot Instructors to perform any other flight support during the flight crew line initial operating period, such as but not limited to line assistance, demonstration flight(s), ferry flight(s) or any flight(s) required by the Buyer during the period of entry into service of the Aircraft, [***].

It is hereby understood by the parties that the Seller’s pilot Instructors shall only perform the above flight support services to the extent they bear the relevant qualifications to do so.

16.6.3Type Specific Cabin Crew Training Course

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The Seller shall provide type specific training for cabin crews, at one of the locations defined in Subclause 16.2.1.
    
If the Buyer’s Aircraft is to incorporate special features, the type specific cabin crew training course shall be performed no earlier than [***] before the scheduled Delivery Date of the Buyer’s first Aircraft.

16.6.4Training on Aircraft

During any and all flights performed in accordance with this Subclause 16.6, the Buyer shall [***].

The Buyer shall assist the Seller, if necessary, in obtaining the validation of the licenses of the Seller’s pilots performing Base Flight Training or initial operating experience by the Aviation Authority of the place of registration of the Aircraft.

16.7Performance / Operations Courses

The Seller shall provide performance/operations training for the Buyer’s personnel as defined in Appendix A to this Clause 16.

The available courses shall be listed in the Seller’s Customer Services Catalog current at the time of the course.

16.8Maintenance Training

16.8.1The Seller shall provide maintenance training for the Buyer’s ground personnel as further set forth in Appendix A to this Clause 16.

The available courses shall be as listed in the Seller’s Customer Services Catalog current at the time of the course.

The practical training provided in the frame of maintenance training shall be performed on the training devices in use in the Seller’s Training Centers.

16.8.2Practical Training on Aircraft

Notwithstanding Subclause 16.8.1 above, upon the Buyer’s request, the Seller may provide Instructors for the performance of practical training on aircraft (“Practical Training”).

Irrespective of the location at which the training takes place, the Buyer shall provide at its own cost an aircraft for the performance of the Practical Training.

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Should the Buyer require the Seller’s Instructors to provide Practical Training at facilities selected by the Buyer, such training shall be subject to prior approval of the facilities by the Seller. All costs related to such Practical Training, including but not limited to the Seller’s approval of the facilities, shall be [***].

The provision of a Seller Instructor for the Practical Training shall be deducted from the trainee days allowance defined in Appendix A to this Clause 16, subject to the conditions detailed in Paragraph 4.4 thereof.
    
16.9Supplier and Propulsion System Manufacturer Training

Upon the Buyer’s request, the Seller shall provide to the Buyer the list of the maintenance and overhaul training courses provided by major Suppliers and the applicable Propulsion System Manufacturer on their respective products.

16.10Proprietary Rights

All proprietary rights, including but not limited to patent, design and copyrights, relating to the Seller’s training data and documentation shall remain with the Seller and/or its Affiliates and/or its Suppliers, as the case may be.
    
These proprietary rights shall also apply to any translation into a language or languages or media that may have been performed or caused to be performed by the Buyer.
16.11Confidentiality

The Seller’s training data and documentation are designated as confidential and as such are provided to the Buyer for the sole use of the Buyer, for training of its own personnel, who undertakes not to disclose the content thereof in whole or in part, to any third party without the prior written consent of the Seller, save as permitted herein or otherwise pursuant to any government or legal requirement imposed upon the Buyer.

In the event of the Seller having authorized the disclosure of any training data and documentation to third parties either under the Agreement or by an express prior written authorization, the Buyer shall cause such third party to agree to be bound by the same conditions and restrictions as the Buyer with respect to the disclosed training data and documentation and to use such training data and documentation solely for the purpose for which they are provided.







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16.12Transferability

Without prejudice to Subclause 19, the Buyer’s rights under this Clause 16 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent.

    

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APPENDIX A TO CLAUSE 16

TRAINING ALLOWANCE


For the avoidance of doubt, all quantities indicated below are the total quantities granted for the whole of the Buyer’s fleet of firmly ordered Aircraft, unless otherwise specified.

The contractual training courses defined in this Appendix A shall be provided up to one (1) year after Delivery of the last firmly ordered Aircraft delivered under the Agreement.

Notwithstanding the above, flight operations training courses granted per firmly ordered Aircraft in this Appendix A shall be provided by the Seller within a period starting six (6) months before and ending six (6) months after said Aircraft Delivery.

Any deviation to said training delivery schedule shall be mutually agreed between the Buyer and the Seller.

1    FLIGHT OPERATIONS TRAINING

1.1    Type Specific Cabin Crew Training Course

The Seller shall provide to the Buyer free of charge type specific training for cabin crews for [***] cabin crew instructors, pursers or cabin attendants.

1.2    Airbus Pilot Instructor Course (APIC)

The Seller shall provide to the Buyer transition Airbus Pilot Instructor Course(s) (APIC), for flight and synthetic instruction, [***] of the Buyer’s flight instructors. APIC courses shall be performed in groups of [***].

1.3    Flight Crew Training (standard transition course)

The Seller shall provide flight crew training (standard transition course) [***] for [***] of the Buyer's flight crews per firmly ordered Aircraft.

2    PERFORMANCE / OPERATIONS COURSE(S)

The Seller shall provide to the Buyer [***]s of performance / operations training [***] for the Buyer’s personnel.
    
3    MAINTENANCE TRAINING

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3.1    The Seller shall provide to the Buyer [***] of maintenance training [***] for the Buyer’s personnel.

3.2    The Seller shall provide to the Buyer [***].

4    TRAINEE DAYS ACCOUNTING

    Trainee days are counted as follows:

4.1    For instruction at the Seller’s Training Centers: [***]. The number of trainees originally registered at the beginning of the course shall be counted as the number of trainees to have taken the course.

4.2    For instruction outside of the Seller’s Training Centers: [***] Seller Instructor equals the actual number of trainees attending the course or a [***], except for structure maintenance training course(s).

4.3    For structure maintenance training courses outside the Seller’s Training Center(s), [***].

4.4    For practical training, whether on training devices or on aircraft, [***].
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17SUPPLIERS’ PRODUCT SUPPORT

17.1Supplier Product Support Agreements

17.1.1The Seller has obtained enforceable and transferable product support agreements from Suppliers of Supplier Parts listed in the Specification, the benefit of which is hereby accepted by the Buyer. Said agreements become enforceable as soon as and for as long as one or more commercial airlines anywhere in the world operate Airbus aircraft.

17.1.2These agreements are based on the “World Airlines Suppliers Guide” and include Supplier commitments as contained in the “Supplier Product Support Agreements” which include the following provisions:

17.1.2.1Technical data and manuals required to operate, maintain, service and overhaul the Supplier Parts. Such technical data and manuals shall be prepared in accordance with the applicable provisions of ATA Specification including revision service and be published in the English language. The Seller shall recommend that a software user guide, where applicable, be supplied in the form of an appendix to the Component Maintenance Manual, such data shall be provided in compliance with the applicable ATA Specification;

17.1.2.2Warranties and guarantees, including standard warranties. In addition, landing gear Suppliers shall provide service life policies for selected structural landing gear elements;

17.1.2.3Training to ensure efficient operation, maintenance and overhaul of the Supplier Parts for the Buyer’s instructors, shop and line service personnel;

17.1.2.4Spares data in compliance with ATA iSpecification 2200, initial provisioning recommendations, spare parts and logistic service including routine and expedite deliveries;

17.1.2.5Technical service to assist the Buyer with maintenance, overhaul, repair, operation and inspection of Supplier Parts as well as required tooling and spares provisioning.

17.1.3Upon the Buyer’s request, the Seller shall provide the Buyer with Supplier Product Support Agreements familiarization training at no additional charge to the Buyer at the Seller’s facilities in Blagnac, France. An on-line training module shall be further available, at no additional charge to the Buyer, through AirbusWorld, access to which shall be subject to the GTC.

17.2Supplier Compliance

The Seller shall monitor Suppliers’ compliance with support commitments defined in the Supplier Product Support Agreements and shall, if requested in writing by the Buyer, jointly take remedial action with the Buyer.

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17.3Supplier Part Repair Stations

The Seller has developed with the Suppliers a comprehensive network of repair stations in the United States of America and Canada for those Supplier Parts originating from outside these countries. As a result, most Supplier Parts are repairable in the United States and Canada. The repair stations in the network are listed in the AOG and Repair Guide.

Supplier Parts that have to be forwarded to a repair station for repair shall be sent back to the Buyer with proper tagging as required by the FAA.
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18BUYER FURNISHED EQUIPMENT

18.1Administration

18.1.1In accordance with the Specification, the Seller shall install those items of equipment that are identified in the Specification as being furnished by the Buyer (“Buyer Furnished Equipment” or “BFE”), provided that the BFE and the supplier of such BFE (the “BFE Supplier”) are referred to in the Airbus BFE Product Catalog valid at the time the BFE Supplier is selected.

18.1.2[***]

[***]

18.1.3The Seller shall advise the Buyer of the dates, [***] from the date of signature of the Agreement, by which, in the planned release of engineering for the Aircraft, the Seller requires a written detailed engineering definition encompassing a Declaration of Design and Performance (the “BFE Engineering Definition”). The Seller shall provide to the Buyer and/or the BFE Supplier(s), within an appropriate timeframe, the necessary interface documentation to enable the development of the BFE Engineering Definition.
The BFE Engineering Definition shall include the description of the dimensions and weight of BFE, the information related to its certification and the information necessary for the installation and operation thereof, including when applicable 3D models compatible with the Seller’s systems. The Buyer shall furnish, or cause the BFE Suppliers to furnish, the BFE Engineering Definition by the dates requested by the Seller, [***].

Thereafter, the BFE Engineering Definition shall not be revised, except through an SCN executed in accordance with Clause 2.

18.1.4The Seller shall also provide [***] to the Buyer a schedule of dates and the shipping addresses for delivery of the BFE and, where requested by the Seller, additional spare BFE to permit installation in the Aircraft and Delivery of the Aircraft in accordance with the Aircraft delivery schedule. The Buyer shall provide, or cause the BFE Suppliers to provide, the BFE by such dates in a serviceable condition, in order to allow performance of any assembly, installation, test or acceptance process in accordance with the Seller’s industrial schedule. In order to facilitate the follow-up of the timely receipt of BFE, the Buyer shall, upon the Seller’s request, provide to the Seller dates and references of all BFE purchase orders placed by the Buyer.

The Buyer shall also provide, when requested by the Seller, at the Airbus Operations S.A.S. facility in Toulouse, France, at the Airbus Operations GmbH Division Hamburger Flugzeugbau facility in Hamburg, Germany, and/or the Airbus Americas Inc. facility in Mobile, Alabama, as applicable adequate field service including support from BFE Suppliers to act in a technical advisory capacity to the Seller in the installation, calibration and possible repair of any BFE.

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18.1.5Without prejudice to the Buyer’s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller shall organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within the defined timeframe.

In addition, throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees:

(i)    to monitor the BFE Suppliers and ensure that they shall enable the Buyer to fulfill its obligations, including but not limited to those set forth in the Customization Milestone Chart;

(ii)    that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer shall allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft;

(iii)    for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely:

(a)    Preliminary Design Review (“PDR”),

(b)    Critical Design Review (“CDR”);

(iv)    to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer shall delegate the FAI to the BFE Supplier and confirmation thereof shall be supplied to the Seller in writing;

(v)    to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer shall delegate the SI to the BFE Supplier and confirmation thereof shall be brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer shall be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI.

The Seller shall be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees shall be acting in an advisory capacity only and at no time shall they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.

18.1.6The BFE shall be imported into FRANCE or into GERMANY by the Buyer under a suspensive customs system (“Régime de l’entrepôt douanier ou régime de perfectionnement actif “ or “Zollverschluss”) without application of any French or German tax or customs duty, and [***] according to the Incoterms, to the following shipping addresses:
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Airbus Operations S.A.S.
316 Route de Bayonne
31300 Toulouse
France

or

Airbus Operations GmbH
Kreetslag 10
21129 Hamburg
Germany

or such other location as may be specified by the Seller.

18.1.7BFE delivered to the Seller’s Affiliate in Mobile, Alabama, as may be specified by the Seller pursuant to Clause 18.1.6.1, will be shipped according to the Incoterms 2010 “Delivered Duty Paid” Airbus Americas, Inc., Mobile, Alabama.


18.2Applicable Requirements

The Buyer is responsible for ensuring, at its expense, and warrants that the BFE shall:

(i)    be manufactured by a qualified BFE Supplier, and

(ii)    meet the requirements of the applicable Specification of the Aircraft, and

(iii)    be delivered with the relevant certification documentation, including but not limited to the DDP, and

(iv)    comply with the BFE Engineering Definition, and

(v)    comply with applicable requirements incorporated by reference to the Type Certificate and listed in the Type Certificate Data Sheet, and

(vi)    be approved by the Aviation Authority issuing the Export Airworthiness Certificate and by the Buyer’s Aviation Authority for installation and use on the Aircraft at the time of Delivery of the Aircraft, and

(vii)    not infringe any patent, copyright or other intellectual property right of the Seller any third party, and

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(viii)    not be subject to any legal obligation or other encumbrance that may prevent, hinder or delay the installation of the BFE in the Aircraft and/or the Delivery of the Aircraft.

The Seller shall be entitled to refuse any item of BFE that it considers incompatible with the Specification, the BFE Engineering Definition or the certification requirements.

18.3Buyer’s Obligation and Seller’s Remedies

18.3.1Any delay or failure by the Buyer or the BFE Suppliers in:

(i)    complying with the foregoing warranty or in providing the BFE Engineering Definition or field service mentioned in Subclause 18.1.4, or

(ii)    furnishing the BFE in a serviceable condition at the requested delivery date, or

(iii)    obtaining any required approval for such BFE equipment under the above mentioned Aviation Authorities’ regulations,

may delay the performance of any act to be performed by the Seller, including Delivery of the Aircraft. The Seller shall not be responsible for such delay which shall cause the Final Price of the affected Aircraft to be adjusted in accordance with the updated delivery schedule and to include in particular the amount of the Seller’s additional costs attributable to such delay or failure by the Buyer or the BFE Suppliers, [***].

18.3.2In addition, in the event of any delay or failure mentioned in 18.3.1 above, the Seller may:

(i)    select, purchase and install equipment similar to the BFE at issue, in which event the Final Price of the affected Aircraft [***]; or

(ii)    if the BFE is delayed by more than [***].

18.4Title and Risk of Loss

Title to and risk of loss of any BFE shall at all times remain with the Buyer except that risk of loss (limited to cost of replacement of said BFE) shall be with the Seller for as long as such BFE is under the care, custody and control of the Seller.

18.5Disposition of BFE Following Termination

18.5.1If a termination of the Agreement pursuant to the provisions of Clause 21 occurs with respect to an Aircraft in which all or any part of the BFE has been installed prior to the date of such termination, [***].

18.5.2[***]
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18.5.3The Seller shall notify the Buyer as to those items of BFE [***]. The Buyer shall have no claim against the Seller for damage, loss or destruction of any item of BFE removed from the Aircraft and not removed from Seller’s facility within such period.

18.5.4The Buyer shall have no claim against the Seller for damage to or destruction of any item of BFE damaged or destroyed in the process of being removed from the Aircraft, provided that the Seller shall use reasonable care in such removal.

18.5.5The Buyer shall grant the Seller title to any BFE items that cannot be removed from the Aircraft [***].
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19ASSIGNMENT

19.1Successors and Assigns

Subject to the provisions of this Clause 19, the Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Agreement and/or the rights of either party hereunder shall not be assigned or transferred in any manner whatsoever, in whole or in part, by either party without the prior written consent of the other party, such consent not to be unreasonably withheld by the Seller in the case of any assignment by the Buyer of its rights hereunder to one or more institutions providing financing for the purchase of particular Aircraft by the Buyer hereunder with respect to such Aircraft and to the extent reasonably required to effect such financing, so long as the duties and obligations of the Seller hereunder are not changed and the Buyer remains primarily and directly liable for all obligations of the “Buyer” hereunder. [***]

Notwithstanding anything herein to the contrary, the Seller may at any time without the Buyer’s consent, assign any of its rights to receive money and any of its duties to effect the sale and delivery of any Aircraft or any of its responsibilities, duties or obligations to perform any other obligations hereunder to any Affiliate of the Seller, provided that the Seller shall remain liable for such responsibilities, duties and obligations.

19.2Seller’s Designations

The Seller may at any time by notice to the Buyer designate particular facilities or particular personnel of the Seller or any Affiliate of the Seller at which or by whom the services to be performed under the Agreement shall be performed. The Seller may also designate any Affiliate of the Seller as the party responsible on behalf of the Seller for providing to the Buyer all or any of the services described in the Agreement. No such designation shall amend or modify, and the Seller shall remain fully obligated to perform, all of the obligations of the Seller in the Agreement.

19.3Assignment in Case of Resale or Lease

In the event of the resale or lease of any Aircraft by the Buyer following delivery thereof to the Buyer, and subject to the delivery to the Seller of reasonable financial guarantees and protections and other terms as the Seller may reasonably require, the Buyer’s rights with respect to such Aircraft solely under Clauses 12, 13 and 17 and this Subclause 19.3 of the Agreement, shall inure to the benefit of such purchaser or lessee, as the case may be. The Buyer shall furnish to the Seller a true copy of such agreement with such purchaser or lessee, clearly stating that such purchaser or lessee acknowledges that it is bound by and shall comply with all applicable terms, conditions and limitations of the Agreement. No assignment under this Subclause 19.3 shall be deemed to increase the Seller’s obligations.

19.4[***]
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[***]
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20INDEMNITIES AND INSURANCE


20.1Seller’s Indemnities

The Seller will, except in the case of gross negligence or willful misconduct of the Buyer, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Buyer, its Affiliates and each of their respective directors, officers, agents, employees and insurers harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from:

(a)    claims for injuries to, or death of, the Seller’s directors, officers, agents or employees, or loss of, or damage to, property of the Seller or its employees when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and

(b)    claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to the Technical Acceptance Flights.

20.2Buyer’s Indemnities

The Buyer will, except in the case of gross negligence or willful misconduct of the Seller, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Seller, its Affiliates, its subcontractors, and each of their respective directors, officers, agents, employees and insurers, harmless against all Losses arising from:

(a)    claims for injuries to, or death of, the Buyer’s directors, officers, agents or employees, or loss of, or damage to, property of the Buyer or its employees, when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and

(b)    claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to (i) the provision of Seller Representatives services under Clause 15 including services performed on board the aircraft or (ii) the provision of Aircraft Training Services to the Buyer.

20.3Notice and Defense of Claims

If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 20 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 20 (the “Indemnitor”), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by
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all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor.


20.4Insurance

For all Aircraft Training Services, to the extent of the Buyer’s undertaking set forth in Subclause 20.2, the Buyer will:

(a)    cause the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents and employees to be named as additional insured under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils (such insurance to include the AVN 52E Extended Coverage Endorsement Aviation Liabilities or any further Endorsement replacing AVN 52E as may be available as well as any excess coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance), and

(b)    with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents, employees and insurers.

Any applicable deductible will be borne by the Buyer. The Buyer will furnish to the Seller, [***], certificates of insurance, in English, evidencing the limits of liability cover and period of insurance coverage in a form acceptable to the Seller from the Buyer’s insurance broker(s), certifying that such policies have been endorsed as follows:

(i)    under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s policies are primary and non-contributory to any insurance maintained by the Seller,

(ii)    such insurance can only be cancelled or materially altered by the giving of not less than [***] or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Seller, and

(iii)    under any such cover, all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents, employees and insurers have been waived.

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21TERMINATION

21.1Termination Events

Each of the following will constitute a “Termination Event”

(1)    The Buyer or any of its Affiliates commences in any jurisdiction any case, proceeding or other action with respect to the Buyer or any of its Affiliates or their properties relating to bankruptcy, insolvency, reorganization, winding-up, liquidation, dissolution or other relief from, or with respect to, or readjustment of, its debts or obligations.

(2)    An action is commenced in any jurisdiction seeking the appointment of a receiver, trustee, custodian or other similar official for the Buyer or any of its respective Affiliates or for all or any substantial part of their respective assets, and such action remains unstayed, undismissed or undischarged for [***], or the Buyer or any of its Affiliates makes a general assignment for the benefit of its creditors.

(3)    An action is commenced in any jurisdiction against the Buyer or any of its respective Affiliates seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of their respective assets, and such action remains unstayed, undismissed or undischarged for [***].

(4)    The Buyer or any of its Affiliates becomes the object, in any jurisdiction, of a case, proceeding or action similar or analogous to any of the events mentioned in Subclause 21.1(1), (2) or (3).

(5)    The Buyer or any of its Affiliates is generally not able, or is expected to be unable to, or will admit in writing its inability to, pay its debts as they become due.

(6)    The Buyer or any of its Affiliates commences negotiations with significant creditors, existing or potential, either with the intention of restructuring all or a substantial part of all of its outstanding obligations or in preparation for a bankruptcy filing under the U.S. Bankruptcy Code.

(7)    The Buyer or any of its Affiliates fails to make (i) any payment required to be made under this Agreement or any other material agreement between the Buyer or any of its Affiliates and the Seller or any of its Affiliates when such payment is due, (ii) any Predelivery Payment required to be made under this Agreement when such payment is due, (iii) payment of all or part of the Final Price of any Aircraft required to be made under this Agreement; (iv) any payment to a Lessor with respect to any leased aircraft.

(8)    The Buyer repudiates, cancels or terminates this Agreement in whole or in part.

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(9)    The Buyer defaults in its obligation to take delivery of an Aircraft as provided in the Agreement.

(10)    The Buyer or any of its Affiliates defaults in the observance or performance of any other covenant, undertaking or obligation contained in this Agreement or any other material agreement between the Buyer or its Affiliates, on the one hand, and the Seller or its Affiliates on the other hand, provided that, if such breach or default is capable of being cured and such breach or default is not cured within any specified cure period.

(11)    Any other event that the parties agree in writing constitutes a Termination Event.

21.2Remedies in Event of Termination

21.2.1If a Termination Event occurs, the Buyer will be in material breach of this Agreement, and the Seller can elect any of the following remedies under the applicable law:

A.    [***];

B.    [***]; 

C.    [***]; and/or

D.    [***].

21.2.2In the event Seller elects a remedy under any of Subclauses 21.2.1(A)(B) or (C), above:

A.    [***];

B.    [***]; and

C.    [***].

21.2.3If the Seller elects a Termination under Subclause 21.2.1(D) above:

A.    [***]:

i.    [***];

ii.    [***];

iii.    [***];

iv.    [***];

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v.    [***];

vi.    [***]; and

vii.    [***].

B.    [***]
21.2.4The parties to this Agreement are commercially sophisticated parties acting within the same industry, and represented by competent counsel and the parties expressly agree and declare as follows:

A.    [***];

B.    [***]; and

C.    [***].

21.3Definitions

For purposes of this Clause 21, the terms “Affected Aircraft”, “Applicable Date” and “Escalated Price” are defined as follows:

i.    “Affected Aircraft” – any or all Aircraft with respect to which the Seller has cancelled or terminated this Agreement pursuant to Subclause 21.2.1 D,

ii.    “Applicable Date” – for any Affected Aircraft, the date the Seller issues the notice [***] pursuant to Subclause 21.2.3 B.

iii.    [***]

21.4Notice of Termination Event

[***] of becoming aware of the occurrence of a Termination Event by the Buyer, the Buyer will notify the Seller of such occurrence in writing, provided, that any failure by the Buyer to notify the Seller will not prejudice the Seller’s rights or remedies hereunder.

21.5Information Covenants

The Buyer hereby covenants and agrees that, from the date of this Agreement until no further Aircraft are to be delivered hereunder, the Buyer will furnish or cause to be furnished to the Seller the following:

a.    Annual Financial Statements. As soon as available and in any event no later than the date that the Buyer furnishes such annual statements to the Securities and
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Exchange Commission or successor thereto (the “SEC”) (i) a copy of the SEC Form 10-K filed by the Buyer with the SEC for such fiscal year, or, if no such Form 10-K was filed by the Buyer for such a fiscal year, the consolidated balance sheet of the Buyer and its Subsidiaries, as at the end of such fiscal year and the related consolidated statements of operations, of common stockholders’ equity (deficit) (in the case of the Buyer and its Subsidiaries) and of cash flows for such fiscal year, setting forth comparative consolidated figures as of the end of and for the preceding fiscal year, and examined by any firm of independent public accountants of recognized standing selected by the Buyer and reasonably acceptable to the Seller, whose opinion will not be qualified as to the scope of audit or as to the status of the Buyer as a going concern, and (ii) a certificate of such accounting firm stating that its audit of the business of the Buyer was conducted in accordance with generally accepted auditing standards.

b.    Quarterly Financial Statements. As soon as available and in any event no later than the date that the Buyer furnishes such quarterly statements to the Securities and Exchange Commission or successor thereto, a copy of the SEC Form 10-Q filed by the Buyer with the SEC for such quarterly period, or, if no such Form 10-Q was filed by the Buyer with respect to any such quarterly period, the consolidated balance sheet of the Buyer and its Subsidiaries, as at the end of such quarterly period and the related consolidated statements of operations for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period and in each case setting forth comparative consolidated figures as of the end of and for the related periods in the prior fiscal year, all of which will be certified by an Authorized Officer of the Buyer, subject to changes resulting from audit and normal year-end audit adjustments.

c.    Debt Rescheduling. (i) Promptly upon the Buyer commencing negotiations with one or more of its significant creditors with a view to general readjustment or rescheduling of all or any material part of its indebtedness under circumstances in which a reasonable business person, in the exercise of prudent business judgment, would conclude that the Buyer would otherwise not be able to pay such indebtedness as it falls due, notice of commencement of such negotiations, and (ii) thereafter timely advice of the progress of such negotiations until such negotiations are terminated or completed.

d.    Acceleration of other indebtedness. Immediately upon knowledge by the Buyer that the holder of any bond, debenture, promissory note or any similar evidence of indebtedness of the Buyer or Affiliate thereof (“Other Indebtedness”) has demanded payment, given notice or exercised its right to a remedy having the effect of acceleration with respect to a claimed event of default under any Other Indebtedness, where the impact of the acceleration is likely to have a material adverse effect on the Buyer’s ability to perform its obligations under or in connection with the transactions contemplated by this Agreement, notice of the
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demand made, notice given or action taken by such holder and the nature and status of the claimed event of default and what the action the Buyer is taking with respect thereto.

e.    Other Information. Promptly upon transmission thereof, copies of any filings and registrations with, and reports to, the SEC by the Buyer or any of its Subsidiaries, and, with reasonable promptness, such other information or documents (financial or otherwise) as the Seller may reasonably request from time to time.

For the purposes of this Clause 21, (x) an "Authorized Officer" of the Buyer will mean the Chief Executive Officer, the Chief Financial Officer or any Vice President and above who reports directly or indirectly to the Chief Financial Officer and (y) "Subsidiaries" will mean, as of any date of determination, those companies owned by the Buyer whose financial results the Buyer is required to include in its statements of consolidated operations and consolidated balance sheets.

21.6Nothing contained in this Clause 21 will be deemed to waive or limit the Seller’s rights or ability to request adequate assurance under Article 2, Section 609 of the Uniform Commercial Code (the “UCC”). It is further understood that any commitment of the Seller or the Propulsion Systems manufacturer to provide financing to the Buyer will not constitute adequate assurance under Article 2, Section 609 of the UCC.

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22MISCELLANEOUS PROVISIONS

22.1Data Retrieval

On the Seller’s reasonable request, the Buyer shall provide the Seller with all the necessary data, as customarily compiled by the Buyer and pertaining to the operation of the Aircraft, to assist the Seller in making an efficient and coordinated survey of all reliability, maintenance, operational and cost data with a view to monitoring the safety, availability and efficient and cost effective operations of the Airbus fleet worldwide.

22.2Notices

All notices and requests required or authorized hereunder shall be given in writing either by personal delivery to a responsible officer of the party to whom the same is given or by commercial courier, certified air mail (return receipt requested), facsimile to be confirmed by subsequent registered mail at the addresses set forth below. The date upon which any such notice or request is so personally delivered, or if such notice or request is given by commercial courier, certified air mail, facsimile or other electronic transmission, the date upon which sent, shall be deemed to be the effective date of such notice or request.

The Seller shall be addressed at:

Airbus S.A.S.
Attention: Senior Vice President Contracts
2, rond-point Emile Dewoitine
31700 Blagnac,
France
Facsimile: 33 (05) 61 93 47 27

The Buyer shall be addressed at:

Delta Air Lines, Inc.
1030 Delta Boulevard, Dept. 923
Atlanta, Georgia 30354-1989
Attention: Vice President – Fleet Strategy and Transactions
Facsimile: (404) 715-2854

With a copy to:

Delta Air Lines, Inc.
1030 Delta Boulevard, Dept. 971
Atlanta, Georgia 30354-1989
Attention: General Counsel
Facsimile: (404) 715-7882
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From time to time, the party receiving the notice or request may designate another address or another person.

22.3Waiver

The failure of either party to enforce at any time any of the provisions of the Agreement, to exercise any right herein provided or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a present or future waiver of such provisions nor in any way to affect the validity of the Agreement or any part hereof or the right of the other party thereafter to enforce each and every such provision. The express waiver by either party of any provision, condition or requirement of the Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

22.4INTENTIONALLY LEFT BLANK

22.5Certain Representations of the Parties

22.5.1Buyer's Representations

The Buyer represents and warrants to the Seller:

(i)    the Buyer is a corporation organized and existing in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Agreement;

(ii)    neither the execution and delivery by the Buyer of this Agreement, nor the consummation of any of the transactions by the Buyer contemplated thereby, nor the performance by the Buyer of the obligations thereunder, constitutes a breach of any agreement to which the Buyer is a party or by which its assets are bound; and

(iii)    this Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms.

22.5.2Seller's Representations

The Seller represents and warrants to the Buyer:

(i)    the Seller is organized and existing in good standing under the laws of the Republic of France and has the corporate power and authority to enter into and perform its obligations under the Agreement;

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(ii)    neither the execution and delivery by the Seller of this Agreement, nor the consummation of any of the transactions by the Seller contemplated thereby, nor the performance by the Seller of the obligations thereunder, constitutes a breach of any agreement to which the Seller is a party or by which its assets are bound; and

(iii)    this Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.

22.6INTERPRETATION AND LAW

22.6.1THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

Each of the Seller and the Buyer (i) hereby irrevocably submits itself to the nonexclusive jurisdiction of the courts of the state of New York, New York County, of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defence or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defence based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.

THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS TRANSACTION.

22.6.2The Buyer for itself and its successors and assigns hereby designates and appoints the Secretary of the Buyer duly elected from time to time as its legal agent and attorney-in-fact upon whom all processes against the Buyer in any suit, action or proceeding in respect of any matter as to which it has submitted to jurisdiction under Subclause 22.6 may be served with the same effect as if the Buyer were a corporation organized under the laws of the State of New York and had lawfully been served with such process in such state, it being understood that such designation and appointments shall become effective without further action on the part of its Secretary.

22.6.3The assumption in Subclause 22.6.1 made for the purpose of effecting the service of process shall not affect any assertion of diversity by either party hereto initiating a
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proceeding in the New York Federal Courts or seeking transfer to the New York Federal Courts on the basis of diversity.

22.6.4Service of process in any suit, action or proceeding in respect of any matter as to which the Seller or the Buyer has submitted to jurisdiction under Subclause 22.6.1 may be made on the Seller by delivery of the same personally or by dispatching the same via Federal Express, UPS, or similar international air courier service prepaid to: CT Corporation, New York City offices as agent for the Seller, it being agreed that service upon CT Corporation shall constitute valid service upon the Seller or by any other method authorized by the laws of the State of New York, and (ii) may be made on the Buyer by delivery of the same personally or by dispatching the same by Federal Express, UPS, or similar international air courier service prepaid, return receipt requested to: Corporation Service Company, 80 State Street, Albany, New York 12207-2543, or by any other method authorized by the laws of the State of New York; provided in each case that failure to deliver or mail such copy shall not affect the validity or effectiveness of the service of process.

22.7Confidentiality

Subject to any legal or governmental requirements of disclosure, the parties (which for this purpose shall include their employees, agents and advisors) shall maintain the terms and conditions of the Agreement and any reports or other data furnished hereunder strictly confidential. Without limiting the generality of the foregoing, the Buyer shall use reasonable efforts to limit the disclosure of the contents of the Agreement to the extent legally permissible in any filing required to be made by the Buyer with any governmental agency and shall make such applications as shall be necessary to implement the foregoing. the Seller agrees to provide to the Buyer, no less than fifteen (15) Working Days prior to the date by which the Buyer is required to make any such filing, provided however that the Buyer shall have given the Seller a minimum of thirty (30) days notice, a redacted version of the Agreement. The Buyer agrees to use such redacted version for filing of the Agreement with the Securities and Exchange Commission, and the Buyer’s filing shall include a request for confidential treatment of the Agreement. The Buyer and the Seller shall consult with each other prior to the making of any public disclosure or filing, permitted hereunder, of the Agreement or the terms and conditions thereof. The provisions of this Subclause 22.7 shall survive any termination of the Agreement.

22.8[***]

[***]

22.9Severability

In the event that any provision of the Agreement should for any reason be held to be without effect, the remainder of the Agreement shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of the Agreement prohibited or unenforceable in any respect.
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22.10Alterations to Contract

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written. This Agreement shall not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by both parties or by their fully authorized representatives.

22.11Inconsistencies

In the event of any inconsistency between the terms of the Agreement and the terms contained in either (i) the Specification, or (ii) any other Exhibit attached to the Agreement, in each such case the terms of such Specification or Exhibit shall prevail over the terms of the Agreement. For the purpose of this Subclause 22.11, the term Agreement shall not include the Specification or any other Exhibit hereto.

22.12Language

All correspondence, documents and any other written matters in connection with the Agreement shall be in English.

22.13Headings

All headings in the Agreement are for convenience of reference only and do not constitute a part of the Agreement.

22.14Counterparts

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

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IN WITNESS WHEREOF, the Agreement was entered into as of the day and year first above written.


AIRBUS S.A.S.



By: /s/ John J, Leahy

Title: Chief Operating Officer, Customs



DELTA AIR LINES, INC.



By: /s/ Edward H. Bastian

Title: Chief Executive Officer
CT1707017 PA A321 NEO EXECUTION
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                                                            PA

Exhibit A-1
[***]

[***]
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PROPRIETARY & CONFIDENTIAL
Exhibit A-2










































A321 NEO AIRCRAFT STANDARD SPECIFICATION

The A321 NEO Standard Specification is contained in a separate folder.
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PRIVILEGED AND CONFIDENTIAL
Exhibit A-3
[***]


[***]

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Exh A-3 1
PRIVILEGED AND CONFIDENTIAL
Exhibit A-4


SCN LISTING FOR A321 NEO AIRCRAFT
Based on A321-200NX Standard Specification Number [***]




[***]

[***]

[***]







        
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Exh A-4 1
Exhibit B-1



































FORM OF A SPECIFICATION CHANGE NOTICE

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Exh B-1 1
Exhibit B-1


SPECIFICATION CHANGE NOTICE

(SCN)

For
SCN Number
Issue    
Dated    
Page

Title :

Description :

Effect on weight :
•Manufacturer’s Weight Empty change :
•Operational Weight Empty change :
•Allowable Payload change :

Remarks / References


Specification changed by this SCN

This SCN requires prior or concurrent acceptance of the following SCN(s):

Price per aircraft

US DOLLARS:
AT DELIVERY CONDITIONS:


This change shall be effective on      AIRCRAFT N°     and subsequent,

provided approval is received by                 .

Buyer approval    Seller approval



By :    By :

Date :    Date :

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                                                                                   PRIVILEGED AND CONFIDENTIAL
Exh B-1 2
Exhibit B-1
SPECIFICATION CHANGE NOTICE

(SCN)

For

SCN Number
Issue    
Dated    
Page


Specification repercussion:
After contractual agreement with respect to weight, performance, delivery, etc, the indicated part of the specification wording shall read as follows:






























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Exh B-1 3
Exhibit B-1
SPECIFICATION CHANGE NOTICE

(SCN)

For

SCN Number
Issue    
Dated    
Page


Scope of change (FOR INFORMATION ONLY)






























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Exh B-1 4
Exhibit B-2







































FORM OF A MANUFACTURER’S SPECIFICATION CHANGE NOTICE

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Exh B-2 1
Exhibit B-2

MANUFACTURER’S SPECIFICATION CHANGE NOTICE

(MSCN)

For

MSCN Number
Issue    
Dated    
Page

Title :

Description :




Effect on weight :
•Manufacturer’s Weight Empty change :
•Operational Weight Empty change :
•Allowable Payload change :

Remarks / References

Specification changed by this MSCN

Price per aircraft

US DOLLARS:
AT DELIVERY CONDITIONS:


This change shall be effective on      AIRCRAFT N°     and subsequent,

provided MSCN is not rejected by             .


Buyer approval    Seller approval



By :    By :

Date :    Date :
CT1707017 PA A321 NEO EXECUTION
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Exh B-2 2
Exhibit B-2
MANUFACTURER’S SPECIFICATION CHANGE NOTICE

(MSCN)

For

MSCN Number
Issue    
Dated    
Page


Specification repercussion:
After contractual agreement with respect to weight, performance, delivery, etc, the indicated part of the specification wording shall read as follows:





























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Exh B-2 3
Exhibit B-2
MANUFACTURER’S SPECIFICATION CHANGE NOTICE

(MSCN)

For

MSCN Number
Issue    
Dated    
Page


Scope of change (FOR INFORMATION ONLY)






























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Exh B-2 4
PROPRIETARY & CONFIDENTIAL
Exhibit B-3


































FORM OF [***]


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Exh B-3 1
PROPRIETARY & CONFIDENTIAL
Exhibit B-3

[***]
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Exh B-3 2
PROPRIETARY & CONFIDENTIAL
Exhibit C-1
AIRFRAME PRICE REVISION FORMULA

1    BASE PRICE

The Airframe Base Price quoted in Subclauses 3.1.1 of the Agreement is subject to adjustment for [***].

2    BASE PERIOD

The Airframe Base Price has been established in accordance with [***].

3    INDEXES

Labor Index: [***].

[***]

[***]

Material Index: [***].

[***]


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Exh C-1 1
PRIVILEGED AND CONFIDENTIAL
PROPRIETARY & CONFIDENTIAL
Exhibit C-1
4    REVISION FORMULA

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

5    GENERAL PROVISIONS

5.1    Roundings

The Labor Index average and the Material Index [***].

[***]

[***]

[***]

5.2    Substitution of Indexes for Airframe Price Revision Formula

If:

(i)    [***], or

(ii)    [***], or

(iii)    [***];

[***].

[***]
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Exh C-1 2
PRIVILEGED AND CONFIDENTIAL
PROPRIETARY & CONFIDENTIAL
Exhibit C-1

[***]

5.3    Final Index Values

The index values as defined in Clause 4 above shall be considered final [***].

5.4    Limitation

[***]











    
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Exh C-1 3
PRIVILEGED AND CONFIDENTIAL
PROPRIETARY & CONFIDENTIAL
Exhibit C-2
PROPULSION SYSTEMS PRICE REVISION FORMULA
    CFM INTERNATIONAL

1.    REFERENCE PRICE OF THE PROPULSION SYSTEMS

    The Reference Price of a set of two (2) CFM INTERNATIONAL LEAP-1A26 Propulsion Systems is:

    [***]

    [***]


[***]

The Reference Price of a set of two (2) CFM INTERNATIONAL LEAP-1A32 Propulsion Systems is:

[***]

[***]


    [***]


2.    REFERENCE PERIOD

[***]


3.    INDEXES

Labor Index: [***] .

[***]

[***]

Material Index: [***].

[***]

CT1707017 PA A321 NEO EXECUTION
                                                                                     PRIVILEGED AND CONFIDENTIAL
Exh C-2
PROPRIETARY & CONFIDENTIAL
Exhibit C-2
4.    REVISION FORMULA

[***]


[***]


[***]


[***]


[***]


[***]

[***]


[***]


[***]

[***]


CT1707017 PA A321 NEO EXECUTION
                                                                                     PRIVILEGED AND CONFIDENTIAL
Exh C-2
PROPRIETARY & CONFIDENTIAL
Exhibit C-2
5.    GENERAL PROVISIONS

5.1    Roundings

(i)[***]

(ii)[***]

(iii)[***]

    [***]


5.2    Final Index Values

[***]


5.3    Interruption of Index Publication

[***]

    [***]


5.4    Annulment of the Formula

[***]


5.5    Limitation

[***]






CT1707017 PA A321 NEO EXECUTION
                                                                                     PRIVILEGED AND CONFIDENTIAL
Exh C-2
PROPRIETARY & CONFIDENTIAL
Exhibit C-2























    

CT1707017 PA A321 NEO EXECUTION
                                                                                     PRIVILEGED AND CONFIDENTIAL
Exh C-2
PROPRIETARY & CONFIDENTIAL
Exhibit C-3



PART 2    PROPULSION SYSTEMS PRICE REVISION FORMULA
IAE LLC
1REFERENCE PRICE OF THE PROPULSION SYSTEMS

The Reference Price of a set of two (2) IAE LLC PW1127G-JM Propulsion Systems is:
[***]
[***]

The Reference Price of a set of two (2) IAE LLC PW1133G-JM Propulsion Systems is:
[***]

[***]

2BASE PERIOD

[***]

3INDEXES

Labor Index: [***].

[***]

[***]

Material Index: [***]

[***]
Metal Index: [***].

[***]
4REVISION FORMULA

[***] 

[***]    

[***]

[***]

[***]
CT1707017 PA A321 NEO EXECUTION
                                                                                   PRIVILEGED AND CONFIDENTIAL
Exh C-3
PROPRIETARY & CONFIDENTIAL
Exhibit C-3

[***]

[***]

[***]

[***] 
 
[***]
 
[***] 
5.1    Roundings

[***]

[***]

[***]

[***]
5.2     Substitution of Indexes for Price Revision Formula

If:

(i)      [***], or


(ii)     [***], or


(iii)     [***];

[***].

[***].

[***].
5.3 Final Index Values




The Index values as defined in Clause 4 above shall be considered final [***].

CT1707017 PA A321 NEO EXECUTION
                                                                                   PRIVILEGED AND CONFIDENTIAL
Exh C-3
PROPRIETARY & CONFIDENTIAL
Exhibit C-3
5.4     Limitation

[***]





    

CT1707017 PA A321 NEO EXECUTION
                                                                                   PRIVILEGED AND CONFIDENTIAL
Exh C-3
Exhibit D-1




FORM OF CERTIFICATE OF ACCEPTANCE


In accordance with the terms of [clause []] of the purchase agreement dated [day] [month] [year] and made between [insert name of the party to the Purchase Agreement] (the “Buyer”) and Airbus S.A.S. as amended and supplemented from time to time (the “Purchase Agreement”), the technical acceptance tests relating to one Airbus A3[•]-[•]aircraft bearing manufacturer’s serial number [•] and registration mark [•](the “Aircraft”) have taken place in Mobile, Alabama, United States.

In view of said tests having been carried out with satisfactory results, the Buyer hereby approves the Aircraft as being in conformity with the provisions of the Purchase Agreement and accepts the Aircraft for delivery in accordance with the provisions of the Purchase Agreement.

Such acceptance shall not impair the rights of the Buyer that may be derived from the warranties relating to the Aircraft set forth in the Purchase Agreement.

Any right at law or otherwise to revoke this acceptance of the Aircraft is hereby irrevocably waived.

IN WITNESS WHEREOF, the Buyer, has caused this instrument to be executed by its duly authorized representative this _____ day of __________ _____ in Mobile, Alabama, United States.


DELTA AIR LINES, INC.


By:__________________________________
Name:
Title:

CT1707017 PA A321 NEO EXECUTION                                 Exh D-1 1
PRIVILEGED AND CONFIDENTIAL
PROPRIETARY & CONFIDENTIAL
Exhibit D-2

    
    
FORM OF CERTIFICATE OF ACCEPTANCE

In accordance with the terms of [clause []] of the purchase agreement dated [day] [month] [year] and made between [insert name of the party to the Purchase Agreement] (the “Buyer”) and Airbus S.A.S. as amended and supplemented from time to time (the “Purchase Agreement”), the technical acceptance tests relating to one Airbus A3[]-[] aircraft, bearing manufacturer’s serial number [], and registration mark [](the “Aircraft”) have taken place in [Blagnac/Hamburg].

In view of said tests having been carried out with satisfactory results, the Buyer, [hereby approves the Aircraft as being in conformity with the provisions of the Purchase Agreement and accepts the Aircraft for delivery in accordance with the provisions of the Purchase Agreement.

Such acceptance shall not impair the rights of the Buyer that may be derived from the warranties relating to the Aircraft set forth in the Purchase Agreement.

Any right at law or otherwise to revoke this acceptance of the Aircraft is hereby irrevocably waived.

IN WITNESS WHEREOF, the Buyer, has caused this instrument to be executed by its duly authorized representative this _____ day of [month], [year] in [Blagnac/Hamburg].

BUYER
Name:
Title:
Signature:





CT1707017 PA A321 NEO EXECUTION
                                                                                          PRIVILEGED AND CONFIDENTIAL
Exh D-2 1
PROPRIETARY & CONFIDENTIAL
Exhibit E-1
FORM OF BILL OF SALE

Know all men by these presents that Airbus Americas Inc., a Delaware corporation having its principal place of business at 2550 Wasser Terrace, Suite 9100, Herndon, VA 20171, United States (the “Seller”), was, this _____ day of __________ _____, the owner of the title to the following airframe (the “Airframe”), the [engines/propulsion systems] as specified (the “[Engines/Propulsion Systems]”) and all appliances, components, parts, instruments, accessories, furnishings, modules and other equipment of any nature, excluding buyer furnished equipment, (“BFE”), incorporated therein, installed thereon or attached thereto on the date hereof (the “Parts”):

AIRFRAME:                [ENGINES/PROPULSION SYSTEMS]:
AIRBUS Model A3[•]-[•]        [manufacturer] Model: [•]

MANUFACTURER'S         ENGINE SERIAL NUMBERS:
SERIAL NUMBER:    [•]        LH: [•]
                    RH: [•]
                    
REGISTRATION MARK: [•]

The Airframe, [Engines/Propulsion Systems] and Parts are hereafter together referred to as the “Aircraft”.

The Seller does, this _____ day of __________ _____, sell, transfer and deliver all of its above described rights, title and interest in and to the Aircraft to the following entity and to its successors and assigns forever, said Aircraft to be the property thereof:

[Insert Name and Address of Buyer]
(the “Buyer”)

The Seller hereby warrants to the Buyer, its successors and assigns that it has good and lawful right to sell, deliver and transfer title to the Aircraft to the Buyer and that there was conveyed to the Buyer good, legal and valid title to the Aircraft, free and clear of all liens, claims, charges, encumbrances and rights of others and that the Seller will warrant and defend such title forever against all claims and demands whatsoever.

This Bill of Sale is governed by and shall be construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Seller has caused this instrument to be executed by its duly authorized representative this _____ day of __________ _____ in Mobile, Alabama, United States.

AIRBUS AMERICAS INC.

By:______________________________________
Name:
Title:
CT1707017 PA A321 NEO EXECUTION
                                                                                    PRIVILEGED AND CONFIDENTIAL
Exh E-1 1
PROPRIETARY & CONFIDENTIAL
Exhibit E-2
FORM OF BILL OF SALE

Know all men by these presents that Airbus S.A.S., a société par actions simplifiée existing under French law and having its principal office at 2 rond-point Emile Dewoitine, 31700 Blagnac (the “Seller”), is this [day] [month] [year] the owner of the title to the following airframe (the “Airframe”), the [engines/propulsion systems] as specified (the “[Engines/Propulsion Systems]”) and all appliances, components, parts, instruments, accessories, furnishings, modules and other equipment of any nature, excluding buyer furnished equipment (“BFE”), incorporated therein, installed thereon or attached thereto on the date hereof (the “Parts”):

AIRFRAME:[ENGINES/PROPULSION SYSTEMS]:
AIRBUS Model A3[•]-[•]    
[Insert name of engine or propulsion system manufacturer] Model [•]
MANUFACTURER’S
SERIAL NUMBER:    [•]
ENGINE SERIAL NUMBERS:
LH: [•]
RH: [•]
REGISTRATION MARK:    [•]

[and [has] such title to the BFE as was acquired by it from [insert name of vendor of the BFE] pursuant to a bill of sale dated ___ [month] [year] (the “BFE Bill of Sale”)].

The Airframe, Engines/Propulsion Systems and Parts are hereafter together referred to as the “Aircraft”.

The Seller does this ___ day of [month] [year], sell, transfer and deliver all of its above described rights, title and interest in and to the Aircraft [and the BFE] to the following entity and to its successors and assigns forever, said Aircraft [and the BFE] to be the property thereof:

[Insert Name/Address of Buyer]
(the “Buyer”)

The Seller hereby warrants to the Buyer, its successors and assigns that it has[(i)] good and lawful right to sell, deliver and transfer title to the Aircraft to the Buyer and that there is conveyed to the Buyer good, legal and valid title to the Aircraft, free and clear of all liens, claims, charges, encumbrances and rights of others and that the Seller shall warrant and defend such title forever against all claims and demands whatsoever [and (ii) such title to the BFE as Seller has acquired from [insert name of vendor of the BFE] pursuant to the BFE Bill of Sale].

This Bill of Sale shall be governed by and construed in accordance with the laws of [same governing law as the Purchase Agreement].

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized representative this _____ day of [month], [year] in [Blagnac/Hamburg].

AIRBUS S.A.S.

Name:    
Title:
Signature:
CT1707017 PA A321 NEO EXECUTION
                                                                                    PRIVILEGED AND CONFIDENTIAL
Exh E 2
PROPRIETARY & CONFIDENTIAL
Exhibit F
SELLER SERVICE LIFE POLICY – LIST OF ITEMS

1    The Items covered by the Service Life Policy pursuant to Subclause 12.2 are those Seller Items of primary and auxiliary structure described hereunder.

2    WINGS - CENTER AND OUTER WING BOX (LEFT AND RIGHT)

2.1    Wing Structure

2.1.1    [***]

2.1.2    [***]

2.1.3    [***]

2.2    Fittings

2.2.1    [***]

2.2.2    [***]

2.2.3    [***]

2.2.4    [***]

2.3    Auxiliary Support Structure

2.3.1    [***]

2.3.1.1    [***]

2.3.1.2    [***]

2.3.2    [***]

2.3.2.1    [***]

2.3.2.2    [***]

2.3.3    [***]

2.3.3.1    [***]

2.3.3.2    [***]

CT1707017 PA A321 NEO EXECUTION
                                PRIVILEGED AND CONFIDENTIAL
Exh F 1
PROPRIETARY & CONFIDENTIAL
Exhibit F
2.4    Pylon

4.1.1[***]

4.1.1.1[***]

4.1.1.2[***]

4.1.1.3[***]

4.1.1.4[***]

3    FUSELAGE

3.1    Fuselage structure

3.1.1    [***]

3.1.2    [***]

3.1.3    [***]

3.1.4    [***]

3.1.5    [***]

3.1.6    [***]

3.1.7    [***]

3.1.8    [***]

3.2    Fittings

3.2.1    [***]

3.2.2    [***]s

3.2.3    [***]

4    STABILIZERS

4.1    Horizontal Stabilizer Main Structural Box

4.1.1    [***]
CT1707017 PA A321 NEO EXECUTION
                                PRIVILEGED AND CONFIDENTIAL
Exh F 2
PROPRIETARY & CONFIDENTIAL
Exhibit F

4.1.2    [***]

4.1.3    [***]

4.1.4    [***]

4.1.5    [***]

4.1.5.1    [***]

4.1.5.2    [***]

4.2    Vertical Stabilizer Main Structural Box

4.2.1    [***]

4.2.2    [***]

4.2.3    [***]

4.2.4    [***]

4.2.5    [***]

4.2.5.1    [***]

4.2.5.2    [***]

5    [***]

[***]
CT1707017 PA A321 NEO EXECUTION
                                PRIVILEGED AND CONFIDENTIAL
Exh F 3
Exhibit G
TECHNICAL DATA & SOFTWARE


[***]

[***]

1-[***]

[***]:

-[***],
-[***],
-[***],
-[***],
-[***],
-[***],
-[***].
1.1-     [***]

[***]:

MANUAL TITLEACCESSFORMAT
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]


[***]

[***]


1.2-     [***]

[***]

[***]



CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
Exh G 1
Exhibit G
[***]



2-[***]

[***]:

-[***],
-[***],
-[***],
-[***],
-[***],
-[***].


2.1-     [***]

[***]

[***]
[***]:

MANUAL TITLEFORMATFORMAT
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]






[***]


2.2-     [***]

[***]

[***]



CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
Exh G 2
Exhibit G


3-     [***]

[***]
[***]


3.1    [***]

MANUAL TITLEFORMATFORMAT
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]

3.2    [***]

[***]

4-[***]

4.1     [***]


CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
Exh G 3
Exhibit G
4.2     [***]

MANUAL TITLEFORMATFORMAT
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]

4.3    [***]

[***]:

-[***],

[***].



CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
Exh G 4
PROPRIETARY & CONFIDENTIAL
Exhibit H


MATERIAL SUPPLY AND SERVICES

1.    GENERAL

1.1    Scope

1.1.1    This Exhibit H sets forth the terms and conditions for the support and services offered by the Seller to the Buyer with respect to Material (as defined below).

1.1.2    References made to Articles shall be deemed to refer to articles of this Exhibit H unless otherwise specified.

1.1.3    For purposes of this Exhibit H:

(i)    The term “Supplier” shall mean any supplier providing any of the Material listed in Article 1.2.1 and the term “Supplier Part” shall mean an individual item of Material.

(ii)    The term “SPEC 2000” means the “E-Business Specification for Materials Management” document published by the Air Transport Association of America.

1.2    Material Categories

1.2.1    Each of the following constitutes “Material” for purposes of this Exhibit H:

(i)Seller parts;

(ii)Supplier Parts classified as Repairable Line Maintenance Parts (as defined in SPEC 2000);

(iii)Supplier Parts classified as Expendable Line Maintenance Parts (as defined in SPEC 2000);

(iv)Seller and Supplier ground support equipment and specific-to-type tools.

where “Seller Parts” means Seller’s proprietary parts bearing a part number of the Seller or for which the Seller has the exclusive sales rights.

1.2.2    [***]

1.3    Term

CT1707017 PA A321 NEO EXECUTION
                                                          PRIVILEGED AND CONFIDENTIAL
Exh H 1
PROPRIETARY & CONFIDENTIAL
Exhibit H
During a period commencing on the date hereof and continuing [***], the Seller shall maintain, or cause to be maintained, a reasonable stock of Seller Parts.

The Seller shall use reasonable efforts to obtain a similar service from all Suppliers of Suppliers parts originally installed on an Aircraft at Delivery.

1.4    Airbus Material Store

1.4.1    US Spares Center

The Seller has established and shall maintain or cause to be maintained, during the Term, a spare parts warehouse located in the United States (the “US Spares Center”). The US Spares Center shall be operated twenty-four (24) hours per day, seven (7) days per week, for the handling of AOG and critical orders for Seller Parts

1.4.2    Material Support Center, Germany

The Seller has established its material handling headquarters in Hamburg, Germany (the “Airbus Material Center”) and shall, during the Term, maintain, or have maintained on its behalf, a central store of Seller Parts. The Airbus Material Center shall be operated twenty-four (24) hours per day, seven (7) days per week.

1.4.3    Other Points of Shipment

1.4.3.1    In addition to the US Spares Center and the Airbus Material Center, the Seller and its Affiliates operate a global network of regional satellite stores (the “Regional Satellite Stores”). A list of such stores shall be provided to the Buyer upon the Buyer’s request.

1.4.3.2    Subject to Article 1.4.1, the Seller reserves the right to effect deliveries from distribution centers other than the US Spares Center or the Airbus Material Center, which may include the Regional Satellite Stores or any other production or Supplier’s facilities.

1.5    Customer Order Desk

The Seller operates a “Customer Order Desk”, the main functions of which are:
        
(i)    Management of order entries for all priorities, including Aircraft On Ground (“AOG”);

(ii)    Management of order changes and cancellations;

(iii)    Administration of Buyer’s routing instructions;

(iv)    Management of Material returns;

CT1707017 PA A321 NEO EXECUTION
                                                          PRIVILEGED AND CONFIDENTIAL
Exh H 2
PROPRIETARY & CONFIDENTIAL
Exhibit H
(v)    Clarification of delivery discrepancies;

(vi)    Issuance of credit and debt notes.

The Buyer hereby agrees to communicate its orders for Material to the Customer Order Desk either in electronic format (SPEC 2000) or via the Internet.

1.7    Commitments of the Buyer

1.7.1    During the Term, the Buyer [***]

(i)    [***], or

(ii)    [***].

1.7.2    [***]:

(i)    [***]; and

(ii)    [***].

1.7.2.1    [***].

1.7.2.2    [***]
    
[***]

[***]

1.7.2.3    [***]
    
1.7.2.4    [***]

2.    INITIAL PROVISIONING

2.1 Period

The initial provisioning period commences with the [***] (“Initial Provisioning Period”).

2.2    Pre-Provisioning Meeting

2.2.1    The Seller shall organize a pre-provisioning meeting at the US Spares Center or at the Airbus Material Center, or at any other agreed location, for the purpose of setting an acceptable schedule and working procedure for the preparation of the initial issue of the
CT1707017 PA A321 NEO EXECUTION
                                                          PRIVILEGED AND CONFIDENTIAL
Exh H 3
PROPRIETARY & CONFIDENTIAL
Exhibit H
Provisioning Data and the Initial Provisioning Conference referred to in Articles 2.3 and 2.4 below (the “Pre-Provisioning Meeting”).

During the Pre-Provisioning Meeting, the Seller shall familiarize the Buyer with the provisioning processes, methods and formulae of calculation and documentation.

2.2.2    The Pre-Provisioning Meeting shall take place on an agreed date that is no later than [***] prior to Scheduled Delivery Month of the first Aircraft, allowing a minimum preparation time of [***] for the Initial Provisioning Conference.

2.3    Initial Provisioning Conference

The Seller shall organize an initial provisioning conference at the US Spares Center or at the Airbus Material Center (the “Initial Provisioning Conference”), the purpose of which shall be to agree the material scope and working procedures to accomplish the initial provisioning of Material (the “Initial Provisioning”).

The Initial Provisioning Conference shall take place at the earliest [***].

2.4    Provisioning Data

2.4.1    Provisioning data generally in accordance with SPEC 2000, Chapter 1, for Material described in Articles 1.2.1 (i) through 1.2.1 (iii) (“Provisioning Data”) shall be supplied by the Seller to the Buyer in the English language, in a format and timeframe to be agreed during the Pre-Provisioning Meeting.

2.4.1.1    Unless a longer revision cycle has been agreed, the Provisioning Data shall be revised every [***] up to the end of the Initial Provisioning Period.

2.4.1.2    The Seller shall ensure that Provisioning Data is provided to the Buyer in time to permit the Buyer to perform any necessary evaluation and to place orders in a timely manner.

2.4.1.3    Provisioning Data generated by the Seller shall comply with the configuration of the Aircraft as documented [***] before the date of issue.

This provision shall not cover:

(i)    Buyer modifications not known to the Seller, or

(ii)    other modifications not approved by the Seller’s Aviation Authorities.

2.4.2    Supplier-Supplied Data
    
CT1707017 PA A321 NEO EXECUTION
                                                          PRIVILEGED AND CONFIDENTIAL
Exh H 4
PROPRIETARY & CONFIDENTIAL
Exhibit H
Provisioning Data relating to each Supplier Part (both initial issue and revisions) shall be produced by Supplier thereof and may be delivered to the Buyer either by the Seller or such Supplier. It is agreed and understood by the Buyer that the Seller shall not be responsible for the substance, accuracy or quality of such data. Such Provisioning Data shall be provided in either SPEC 2000 format or any other agreed format.

2.4.3    Supplementary Data

The Seller shall provide the Buyer with data supplementary to the Provisioning Data, comprising local manufacture tables, ground support equipment, specific-to-type tools and a pool item candidate list.

2.5    Commercial Offer

Upon the Buyer’s request, the Seller shall submit a commercial offer for Initial Provisioning Material which shall include a delivery date for such Initial Provisioning Material.

2.6    Delivery of Initial Provisioning Material

2.6.1    During the Initial Provisioning Period, Initial Provisioning Material shall conform to the latest known configuration standard of the Aircraft for which such Material is intended as reflected in the Provisioning Data transmitted by the Seller.

2.6.2    The delivery of Initial Provisioning Material shall take place (i) according to the conditions specified in the commercial offer mentioned in Article 2.5 and (ii) at a location designated by the Buyer.

2.6.3    All Initial Provisioning Material shall be packaged in accordance with ATA 300 Specification.

2.7    [***]

(a)     [***]

(b)    [***]

(c)     [***]:

(i)    [***];

(ii)    [***];

(iii)    [***];
CT1707017 PA A321 NEO EXECUTION
                                                          PRIVILEGED AND CONFIDENTIAL
Exh H 5
PROPRIETARY & CONFIDENTIAL
Exhibit H

(iv)    [***];

(v)     [***];

(vi)    [***];

(vii)    [***].

(d)     [***]:

(i)    [***];

(ii)    [***].

(e)     [***]

(f)     [***]

(g)    [***]

3.    OTHER MATERIAL SUPPORT

As of the date hereof, the Seller currently offers various types of parts support through the Customer Services Catalog on the terms and conditions set forth therein from time to time, including, but not limited to the lease of certain Seller Parts, the repair of Seller Parts and the sale or lease of ground support equipment and specific-to-type tools.

4.    WARRANTIES

4.1    Seller Parts

Subject to the limitations and conditions as hereinafter provided, the Seller warrants to the Buyer that all Seller Parts, sold under this Exhibit H shall at delivery to the Buyer:

(i)    be free from defects in material.

(ii)    be free from defects in workmanship, including without limitation processes of manufacture.

(iii)    be free from defects in design having regard to the state of the art of such design; and

CT1707017 PA A321 NEO EXECUTION
                                                          PRIVILEGED AND CONFIDENTIAL
Exh H 6
PROPRIETARY & CONFIDENTIAL
Exhibit H
(iv)    be free from defects arising from failure to conform to the applicable specification for such part.

4.1.1    Warranty Period    

4.1.1.1    The warranty period for Seller Parts is [***] for new Seller Parts and eighteen (18) months for used Seller Parts from delivery of such parts to the Buyer.
    
4.1.1.2    Whenever any Seller Part that contains a defect for which the Seller is liable under Article 4.1 has been corrected, replaced or repaired pursuant to the terms of this Article 4.1, the period of the Seller’s warranty with respect to such corrected, repaired or replacement Seller Part, as the case may be, [***].

4.1.2    Buyer’s Remedy and Seller’s Obligation

The Buyer’s remedy and the Seller’s obligation and liability under this Article 4.1 are limited to the repair, replacement or correction, at the Seller’s expense and option, of any Seller Part that is defective.

The Seller may alternatively furnish to the Buyer’s account with the Seller a credit equal to the price of such Seller Part.

The provisions of Subclauses 12.1.5 through 12.1.10 of the Agreement shall apply to claims made pursuant to this Article 4.1.

4.2    Supplier Parts

With respect to Supplier Parts to be delivered to the Buyer under this Exhibit H, the Seller agrees to transfer to the Buyer the benefit of any warranties, which the Seller may have obtained from the corresponding Suppliers and the Buyer hereby agrees that it shall accept the same.

4.3    Waiver, Release and Renunciation

THIS ARTICLE 4 (INCLUDING ITS SUBPARTS) SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS EXHIBIT H OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY SELLER PART, MATERIAL, LEASED PART, OR SERVICES DELIVERED BY THE SELLER UNDER THIS EXHIBIT H.

THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS ARTICLE 4 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE
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                                                          PRIVILEGED AND CONFIDENTIAL
Exh H 7
PROPRIETARY & CONFIDENTIAL
Exhibit H
BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE SELLER PARTS, MATERIALS, LEASED PARTS, OR SERVICES SUPPLIED UNDER THIS EXHIBIT H. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER AND ITS SUPPLIERS, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY SELLER PART, MATERIAL, LEASED PART, OR SERVICES DELIVERED BY THE SELLER UNDER THIS EXHIBIT H, INCLUDING BUT NOT LIMITED TO:

(1)    ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;

(2)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

(3)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

(4)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

(5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

(6)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;

(7)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

(a)    LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THE AGREEMENT;

(b)    LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THE AGREEMENT;

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Exh H 8
PROPRIETARY & CONFIDENTIAL
Exhibit H
(c)    LOSS OF PROFITS AND/OR REVENUES;

(d)    ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

THE WARRANTIES PROVIDED BY THIS EXHIBIT H SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS ARTICLE 4 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS ARTICLE 4 SHALL REMAIN IN FULL FORCE AND EFFECT.

FOR THE PURPOSES OF THIS ARTICLE 4, THE “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS, SUBCONTRACTORS AND AFFILIATES.

4.4    Duplicate Remedies

The remedies provided to the Buyer under this Article 4 as to any part thereof are mutually exclusive and not cumulative. The Buyer shall be entitled to the remedy that provides the maximum benefit to it, as the Buyer may elect, pursuant to the terms and conditions of this Article 4 for any particular defect for which remedies are provided under this Article 4; provided, however, that the Buyer shall not be entitled to elect a remedy under one part of this Article 4 that constitutes a duplication of any remedy elected by it under any other part hereof for the same defect. [***]

5.    COMMERCIAL CONDITIONS

5.1    Delivery Terms

All Material prices are quoted on the basis of Free Carrier (FCA) delivery terms, without regard to the place from which such Material is shipped. The term “Free Carrier (FCA)” is as defined in the Incoterms 2010 publication issued by the International Chamber of Commerce,

5.2    Payment Procedures and Conditions

All payments under this Exhibit H shall be made in accordance with the terms and conditions set forth in the then current Customer Services e-Catalog.

5.3    Title

Title to any Material purchased under this Exhibit H shall remain with the Seller until full payment of the invoices and interest thereon, if any, has been received by the Seller.

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Exh H 9
PROPRIETARY & CONFIDENTIAL
Exhibit H
The Buyer hereby undertakes that Material title to which has not passed to the Buyer, shall be kept free from any debenture or mortgage or any similar charge or claim in favour of any third party.

5.4    [***]

[***]

6.    EXCUSABLE DELAY

[***]

7.    [***]

[***]

8.    INCONSISTENCY

In the event of any inconsistency between this Exhibit H and the Customer Services Catalog or any order placed by the Buyer, this Exhibit H shall prevail to the extent of such inconsistency.

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Exh H 10
PROPRIETARY & CONFIDENTIAL
Exhibit I
INTENTIONALLY LEFT BLANK




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Exh I 1

Exhibit J
AIRBUS S.A.S WARRANTY


Airbus S.A.S. hereby warrants to _____________ (the “Buyer”), its successors and assigns that the Bill of Sale executed by Airbus Americas Inc. dated ___ ________ _____ and relating to one A3__-____ aircraft bearing MSN __________ (the “Aircraft”) conveys to the said Buyer on the date hereof good, legal and valid title to the Aircraft, the [engines/propulsion systems] as described in the Bill of Sale, appliances, parts, instruments, accessories, furnishings and other equipment, free and clear of all liens, claims, charges, encumbrances and rights of others, and that Airbus S.A.S. will warrant and defend such title to the Aircraft forever against all claims and demands whatsoever.

This Airbus Warranty is governed by and shall be construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Airbus S.A.S. has caused this Airbus Warranty to be executed by its duly authorized representative this ______ day of _________ ______.



AIRBUS S.A.S.


By: ____________________________
Name:
Title:


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PRIVILEGED AND CONFIDENTIAL         Exh J 1

LETTER AGREEMENT NO. 1

As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1CREDIT MEMORANDA

1.1A321 NEO Aircraft

1.1.1In respect of each A321 NEO Aircraft that is sold by the Seller and purchased by the Buyer, the Seller shall provide to the Buyer the following [***]:

(i)     [***],

(ii)    [***],


1.1.2The A321 NEO Aircraft [***].

1.1.3The A321 NEO Aircraft [***].

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1.2[***]

1.2.1In respect of each Aircraft that is sold by the Seller and purchased by the Buyer, the Seller shall provide [***].

1.2.2[***]

1.2.3[***]





1.3[***]

1.3.1[***]:

(i)     [***],

(ii)    [***],

1.3.2[***]

1.3.3[***]

2[***]

2.1    [***]:

(i)    [***];

(ii)    [***];

(iii)    [***]; and

(iv)    [***].

2.2     [***]:

[***]:
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(i)[***], and
(ii)[***], and
(iii)[***], and
(iv)[***].

2.3    [***]:

[***]:
(i)[***], and
(ii)[***], and
(iii)[***], and
(iv)[***].


3ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

4CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.

5COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
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                               PRIVILEGED AND CONFIDENTIAL
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If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).






Very truly yours,

AIRBUS S.A.S.



By: /s/ Christophe Mourey
Its: Senior Vice President Contracts


Accepted and Agreed

DELTA AIR LINES, INC.



By: /s/ Gregory A. May
Its: Senior Vice President – Supply Chain Management and Fleet    










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                                  PRIVILEGED AND CONFIDENTIAL
LA 1-4


LETTER AGREEMENT NO. 2


December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Ladies and Gentlemen:

Delta Air Lines, Inc. (“Buyer”) and Airbus S.A.S. (“Seller”), have entered into the Airbus A321 NEO Aircraft Purchase Agreement, dated of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of one hundred (100) firmly ordered A321 NEO Aircraft.

The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 2 certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement No. 2 have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement No. 2.

Both parties agree that this Letter Agreement No. 2 shall constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement No. 2 shall be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement No. 2 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement No. 2 shall govern.

1[***]

Clauses 5.2.1, 5.2.2 and 5.2.3 of the Agreement are deleted in their entirety and replaced with the following text:

“5.2.1 [***]

5.2.2    INTENTIONALLY LEFT BLANK
5.2.3    [***]

5.2.3.1    [***]:
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     PRIVILEGED AND CONFIDENTIAL




[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]










5.2.3.2    [***]
5.2.3.3    [***]:
(i)[***], and
(ii)[***], and
(iii) [***].




2ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

3CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.

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LA 2-2


     PRIVILEGED AND CONFIDENTIAL


4COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).
CT1707017 PA A321 NEO EXECUTION
LA 2-3


     PRIVILEGED AND CONFIDENTIAL


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.


By: /s/ Christophe Mourey
Its: Senior Vice President Contracts
    



Accepted and Agreed

DELTA AIR LINES, INC.


By: /s/ Gregory A. May
Its: Senior Vice President – Supply Chain Management and Fleet


CT1707017 PA A321 NEO EXECUTION                              LA2-4
     PRIVILEGED AND CONFIDENTIAL


LETTER AGREEMENT NO. 3

As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 3 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1.[***]
[***]:

1.1 [***]
1.1.1 [***]
[***]:
(i)[***]:
(a)[***], and
(b)[***],
[***]

CT1707017 PA A321 NEO EXECUTION                        LA 3-1
     PROPRIETARY AND CONFIDENTIAL




1.1.2 [***]
[***]:
(i)[***]
(ii)[***]
(iii)[***]
(iv)[***]
(v)[***]

(vi)[***].
(vii)[***]

1.1.3 [***]
[***]
[***]

1.2 [***]
1.2.1 [***]
[***]:
(i)[***].
[***]
(ii)[***]
(iii)[***]

1.2.2 [***]
[***]:
(i)[***]
(ii)[***]

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     PROPRIETARY AND CONFIDENTIAL


(iii)[***]
(iv)[***]
(v)[***]
(vi)[***]
(vii)[***]

1.3.2 [***]
[***]:
(i)[***], and
(ii)[***].

1.3 [***]
1.3.2 [***]
(i)[***]
(ii)[***]
[***][***][***][***]
[***][***][***][***]
[***][***][***][***]
[***][***][***][***]
[***]

1.3.2 [***]
[***]
(i)[***]
(ii)[***]
(iii)[***]
(iv)[***]

1.3.3 Option Right Effect
[***]

1.3.4 [***]

CT1707017 PA A321 NEO EXECUTION                        LA 3-3
     PROPRIETARY AND CONFIDENTIAL


(i)[***]

(ii)[***]

1.3.5 [***]
[***]

1.4 [***]

[***]

1.5 [***]
[***]

2.ASSIGNMENT
This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

3.CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.

4.COUNTERPARTS
This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

CT1707017 PA A321 NEO EXECUTION                        LA 3-4
     PROPRIETARY AND CONFIDENTIAL



If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.




By: /s/ Christophe Mourey
Its: Senior Vice President Contracts




Accepted and Agreed

DELTA AIR LINES, INC.



By: /s/ Gregory A. May
Its: Senior Vice President – Supply Chain Management and Fleet
    



CT1707017 PA A321 NEO EXECUTION         LA3-5
     PROPRIETARY AND CONFIDENTIAL

LETTER AGREEMENT NO. 4


December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Ladies and Gentlemen:

Delta Air Lines, Inc. (“Buyer”) and Airbus S.A.S. (“Seller”), have entered into the Airbus A321 NEO Aircraft Purchase Agreement, dated of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of one hundred (100) firmly ordered A321 NEO Aircraft.

The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 4 certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement No. 4 have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement No. 4.

Both parties agree that this Letter Agreement No. 4 shall constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement No. 4 shall be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement No. 4 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement No. 4 shall govern.

1[***]

1.1[***]

1.1.1[***]:
(i)[***], and

(ii)[***], and
(iii)[***], and

(iv)[***].

1.1.2[***]
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     PRIVILEGED AND CONFIDENTIAL


1.1.3[***]


(i)[***]:
a.[***] or,
b.[***]or,
c.[***].
or

(ii)[***], or

(iii)[***]:

a.[***], or
b.[***]

[***]

1.2[***]

[***]

[***]


2ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

3CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.

4COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).
CT1707017 PA A321 NEO EXECUTION
LA 4-2
     PRIVILEGED AND CONFIDENTIAL


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.


By: /s/ Christophe Mourey
Its: Senior Vice President Contracts    
    


Accepted and Agreed

DELTA AIR LINES, INC.


By: /s/ Gregory A. May
Its: Senior Vice President – Supply Chain Management and Fleet


 
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                                             LA 4-3
PRIVILEGED AND CONFIDENTIAL
    
APPENDIX A to Letter Agreement 4

[***]




 
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                                             LA 4-4
PRIVILEGED AND CONFIDENTIAL
    

LETTER AGREEMENT NO. 5

As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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


1.[***]
[***]

[***]

[***]

[***]

[***]

[***]

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2.[***]
2.1[***]

2.2[***]:
(i)[***]; or
(ii)[***].

2.3[***]
[***]


3.[***]
[***]


4.[***]
[***]

[***]


5.ASSIGNMENT
This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.


6.CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.7 of the Agreement.




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                                                                                                       PRIVILEGED AND CONFIDENTIAL
LA 5-2

7.COUNTERPARTS
This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).
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                                                                                                       PRIVILEGED AND CONFIDENTIAL
LA 5-3



If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.




By: /s/ Christophe Mourey
Its: Senior Vice President Contracts



Accepted and Agreed

DELTA AIR LINES, INC.



By: /s/ Gregory A. May
Its: Senior Vice President – Supply Chain Management and Fleet
    
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                                                                                                                         PRIVILEGED AND CONFIDENTIAL
                               LA 5-4


LETTER AGREEMENT NO. 6A

As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321neo Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 6A (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the A321neo Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement shall constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement shall be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement shall govern.
1
AIRCRAFT MODEL APPLICABILITY

The guarantees contained in Paragraphs 2, 3 and 4 herein of this Letter Agreement (the “Performance Guarantees”) are applicable to the A321neo aircraft as defined in the standard specification document number [***] (for the purposes of this Letter Agreement, the “Standard Specification”) as [***]:
(i)
[***],
(ii)
[***]
(iii)
[***]

(for the purposes of this Letter Agreement, the “Aircraft”).
2
FLIGHT PERFORMANCE

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2.1
[***]

The guarantees set forth in Paragraphs 2.1.1, 2.1.2 and 2.1.3 herein shall be referred to as the [***].
2.1.1
[***]

[***]:

[***]

2.1.2
[***]

[***]

[***]

2.1.3
[***]

[***]:

[***]

2.2
[***]

The guarantees set forth in Paragraphs 2.2.1 and 2.2.2 herein shall be referred to as the [***].

2.2.1
[***]

[***]

[***]

2.2.2
[***]

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[***]

[***]
[***]

(i) [***],
(ii) [***], and
(iii) [***].

2.3
[***]

[***]:

[***]

(the [***]).

2.4
[***]
[***]:

[***]

(the [***]).

2.5
[***]

[***]:

[***]

(the [***]).

[***]:

(i)
[***]
(ii)
[***]
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LA 6A-3


(iii)
[***]

2.6
[***]

The guarantees set forth in Paragraphs 2.6.1, 2.6.2 and 2.6.3 herein shall be referred to as the [***].

2.6.1
[***]:

[***]

2.6.2
[***]:

[***]

2.6.3
[***]:

[***]

2.7
[***]

The guarantees set forth in Paragraphs 2.7.1, 2.7.2 and 2.7.3 herein shall be referred to as the [***].

2.7.1
[***]

[***]:

[***]

[***]:

CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
LA 6A-4

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2.7.2
[***]

[***]:

[***]

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CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
LA 6A-5

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2.7.3
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CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
LA 6A-6

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2.7.4
[***]

[***]

[***]:

[***]

[***]:
CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
LA 6A-7


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2.7.5
[***]

[***]:

(i)
[***]

CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
LA 6A-8

(ii)
[***],

[***].

3
[***]

3.1
[***]

3.2
[***]

[***]:

[***]

4
[***]

4.1
[***]

The Aircraft shall be certified in accordance with [***].

Noise data shall be obtained and evaluated in accordance with the requirements of [***].

4.2
[***]

The guarantee set forth in Paragraph 4.2.1 herein shall be referred to as the [***].
4.2.1
[***]

4.2.2
[***]

4.2.3
[***]:

CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
LA 6A-9

(i)
[***], and

(ii)
[***]:
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[***]
[***]
[***]
[***]
[***][***]
[***][***]

4.3
[***]

4.3.1
[***]

[***]:
[***]
[***][***]
[***][***]

[***]

4.3.2
[***]

[***]:

[***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]

CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
LA 6A-10

[***]

5
ADJUSTMENT OF GUARANTEES

5.1
In the event that any change to any law, governmental regulation or requirement or interpretation thereof by any governmental agency (a “Rule Change”) is made subsequent to the date of the Agreement and such Rule Change affects the Aircraft configuration or performance, or both, that is required to obtain Type Certification, the Performance Guarantees shall be appropriately modified to reflect the effect of any such Rule Change.

5.2
The Performance Guarantees may be adjusted in the event of:

(i)
any configuration change which is the subject of an SCN and is not set forth in Paragraph 1 herein, and

(ii)
changes required to obtain the Type Certificate which require changes to the performance or weight of the Aircraft.

6
GUARANTEE CONDITIONS

In addition to the conditions set forth elsewhere in this Letter Agreement, the conditions below shall apply to the Performance Guarantees:

6.1
All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

6.2
[***]

6.3
[***]

CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
LA 6A-11

6.4
[***]

6.5
[***]:

(i)
[***], and

(ii)
[***].

6.6
[***]

6.7
[***]

7
GUARANTEE COMPLIANCE

7.1
Compliance with the Performance Guarantees set forth in Paragraphs 2, 3 and 4 herein shall be based on the conditions specified in such paragraphs, adjustments pursuant to Paragraph 5 herein and the conditions set forth in Paragraph 6 herein.

7.2
[***]

7.3
[***]

7.4
[***]

7.5
[***]

7.6
[***]

CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
LA 6A-12

7.7
[***]

[***]

[***]

[***]

[***]

[***]

7.8
[***]

7.9
[***]

8
EXCLUSIVE GUARANTEES

The Performance Guarantees are exclusive to the Buyer and are provided in lieu of any and all other [***].

9
[***]
9.1
In the event that one or more A321neo Aircraft fails to comply with any of the Performance Guarantees, the Seller shall [***].

9.2
In the event of non-compliance with any of the guarantees set forth in [***]:

(i)
[***];

(ii)
[***]; and
(iii)
[***].

CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
LA 6A-13

9.3
In the event the Seller [***].
9.4
The Seller’s maximum liability in respect of deficiency in performance of any A321neo Aircraft shall be [***].
10
ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.
11
CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Subclause 22.5 of the Agreement.
12
COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.

By: /s/ Christophe Mourey
Its: Senior Vice President Contracts


Accepted and Agreed

DELTA AIR LINES, INC.

By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet
CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL
LA 6A-14



APPENDIX A

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CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL		LA 6A-15

LETTER AGREEMENT NO. 6B

As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321neo Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 6B (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the A321neo Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1
AIRCRAFT MODEL APPLICABILITY

The guarantees contained in Paragraphs 2, 3 and 4 herein of this Letter Agreement (the “Performance Guarantees”) are applicable to the A321neo aircraft as defined in the standard specification document number [***] (for the purposes of this Letter Agreement, the “Standard Specification”) as [***]:

(i)
[***],

(ii)
[***]

(iii)
[***]

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-1

(for the purposes of this Letter Agreement, the “Aircraft”).

[***]
2
FLIGHT PERFORMANCE

2.1
[***]

The guarantees set forth in Paragraphs 2.1.1, 2.1.2 and 2.1.3 herein shall be referred to as the [***].

2.1.1
[***]

[***]:

[***]

2.1.2
[***]

[***]:

[***]

2.1.3
[***]

[***]:

[***]

2.2
[***]

The guarantees set forth in Paragraphs 2.2.1 and 2.2.2 herein shall be referred to as the [***].

2.2.1
[***]

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-2

[***]:

[***]

2.2.2
[***]

[***]:

[***]

[***]:

(i) [***],
(ii) [***], and
(iii) [***].

2.3
[***]

[***]:

[***]


(the [***]).

2.4
[***]

[***]:

[***]

(the [***]).

2.5
[***]

[***]:

[***]
CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-3


(the [***]).

[***]:

(i)
[***]

(ii)
[***]

(iii)
[***]

2.6
[***]

The guarantees set forth in Paragraphs 2.6.1, 2.6.2 and 2.6.3 herein shall be referred to as the [***].

2.6.1
[***]:

[***]

2.6.2
[***]:

[***]

2.6.3
[***]:

[***]

2.7
[***]

The guarantees set forth in Paragraphs 2.7.1, 2.7.2 and 2.7.3 herein shall be referred to as the [***].

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-4

2.7.1
[***]

[***]:

[***]

[***]:

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[***]
[***]

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[***]
[***]
[***]
[***]
[***]

2.7.2
[***]
CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-5


[***]:

[***]

[***]:

[***][***]
[***][***]
[***]
[***]
[***]

[***][***]
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[***]
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[***]
[***]
[***]

2.7.3
[***]

[***]:
CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-6


[***]

[***]:

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[***]
[***]
[***]

2.7.4
[***]

[***]

[***]:
CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-7


[***]

[***]:

[***][***]
[***][***]
[***]
[***]
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[***][***]
[***]
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[***]
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[***]
[***][***]
[***]
[***][***]
[***]
[***]
[***]
[***]
[***]

2.7.5
[***]

[***]:

(i)
[***], plus
CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-8


(ii)
[***],

[***].

3
[***]

3.1
[***]

3.2
[***]

[***]:

[***]

4
[***]

4.1
[***]

The Aircraft shall be certified in accordance with [***].

[***]

4.2
[***]

The guarantee set forth in Paragraph 4.2.1 herein shall be referred to as the [***].

4.2.1
[***]

4.2.2
[***]

4.2.3
[***]:
CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-9


(i)
[***], and

(ii)
[***]:

[***][***]
[***]
[***]
[***]
[***]
[***][***]
[***][***]

4.3
[***]

4.3.1
[***]

[***]:

[***]
[***][***]
[***][***]

[***]

4.3.2
[***]

[***]:



CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-10

[***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]

[***]

5
ADJUSTMENT OF GUARANTEES

5.1
In the event that any change to any law, governmental regulation or requirement or interpretation thereof by any governmental agency (a “Rule Change”) is made subsequent to the date of the Agreement and such Rule Change affects the Aircraft configuration or performance, or both, that is required to obtain Type Certification, the Performance Guarantees shall be appropriately modified to reflect the effect of any such Rule Change.

5.2
The Performance Guarantees may be adjusted in the event of:

(i)
any configuration change which is the subject of an SCN and is not set forth in Paragraph 1 herein, and

(ii)
changes required to obtain the Type Certificate which require changes to the performance or weight of the Aircraft.

6
[***]

In addition to the conditions set forth elsewhere in this Letter Agreement, the conditions below shall apply to the Performance Guarantees:

6.1
All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-11

6.2
[***]

6.3
[***]

6.4
[***]

6.5
[***]:

(i)
[***], and

(ii)
[***].

6.6
[***]

6.7
[***]

[***]
[***]

7
GUARANTEE COMPLIANCE

7.1
Compliance with the [***].

7.2
Compliance with the [***].

7.3
Compliance with the [***].

7.4
Compliance with the [***].

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-12

7.5
[***]

7.6
Compliance with the [***].

7.7
[***]

[***]

[***]

[***]

[***]

[***]

7.8
[***]

7.9
Compliance with the [***].

8
EXCLUSIVE GUARANTEES

The Performance Guarantees are exclusive to the Buyer and are provided in lieu of any and all other [***].

9
REMEDIES

9.1
In the event that one or more A321neo Aircraft fails to comply with any of the Performance Guarantees, the Seller shall [***].

9.2
In the event of non-compliance with any of the guarantees set forth in [***]:

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-13

(i)
[***];

(ii)
[***]; and

(iii)
[***].

9.3
In the event the Seller [***].

9.4
The Seller’s maximum liability in respect of deficiency in performance of any A321neo Aircraft shall be [***].

10
ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

11
CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Subclause 22.5 of the Agreement.

12
COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,
CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-14


AIRBUS S.A.S.

By: /s/ Christophe Mourey
Its: Senior Vice President Contracts

Accepted and Agreed

DELTA AIR LINES, INC.

By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet


CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-15

APPENDIX A



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CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 6B-16

LETTER AGREEMENT NO. 7

As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 7 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the A321NEO Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1
DEFINITIONS

For the purposes of this Letter Agreement, the following terms shall have the following meanings:

[***]

[***]

[***]

[***]

[***]

[***]
CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 7-1

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]


2
[***]

2.1
[***]

[***]

2.2
[***]


3
[***]

3.1
[***]

3.2
[***]:

(a)
[***]; and
CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 7-2


(b)
[***].


4
[***]

4.1
[***]:

(a)
[***];

(b)
[***];

(c)
[***];

(d)
[***];

(e)
[***];

(f)
[***].

4.2
[***]

4.3
[***]:

(a)
[***];

(b)
[***];

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 7-3

(c)
[***];

(d)
[***].

[***]

4.4
[***]

4.5
[***]

[***]

5
[***]

[***]

5.1
[***]

5.2
[***]

5.3
[***]

[***]

5.4
[***]

5.5
[***]

[***]

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 7-4

5.6
[***]

[***]

(a)
[***]

(b)
[***]

(c)
[***]

[***]

5.7
[***]

5.7.1
[***]

5.7.2
[***]

5.8
[***]

5.9
[***]:

(a)
[***],

(b)
[***], and

(c)
[***].

[***]

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 7-5


5.10
[***]:

(a)
[***],

(b)
[***],

(c)
[***],

(d)
[***],

(e)
[***],

(f)
[***],

(g)
[***],

(h)
[***]

(i)
[***],

(j)
[***],

(k)
[***],

(l)
[***],

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 7-6

(m)
[***],

(n)
[***]

(o)
[***],

(p)
[***], and

(q)
[***].

5.11
[***]:

(a)
[***], and

(b)
[***],

[***].


6
[***]

6.1
[***]

6.2
[***]:

[***]

[***]



CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 7-7

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[***][***][***]
[***][***][***]
[***][***][***]

6.3
[***]:

[***]
[***]:

[***][***][***]
[***][***][***]


6.4
[***]:

[***]
[***]:

[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]


[***]

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 7-8

6.5
[***]:

[***]

[***]:

(a)
[***]

(b)
[***]


7
[***]

[***]:

(i)
[***]

(ii)
[***]

(iii)
[***]

[***]

[***]

8
[***]

8.1
[***]

8.2
[***]

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 7-9

8.3
[***]

9
[***]

9.1
[***]

9.2
[***]

9.3
[***]:

(a)
[***] or,

(b)
[***].

9.4
[***]


10
[***]

[***]
11
[***]

[***]
12
[***]

12.1
[***]

12.2
[***]

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 7-10

13
ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

14
CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Subclause 22.7 of the Agreement.
15
COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.



By: /s/ Christophe Mourey
Its: Senior Vice President Contracts


Accepted and Agreed

DELTA AIR LINES, INC.



By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet
CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
LA 7-11

APPENDIX A

[***]

[***]
APPENDIX B

[***]

[***]:

1
[***]

2     [***]:

-
[***]
-
[***]
-
[***]
-
[***]
-
[***]
-
[***]
-
[***]
-
[***]

[***].

[***]:

[***]

[***].

[***].

3     [***]
4
[***]
5
[***]
6
[***]

CT1707017 PA A321 NEO EXECUTION
PRIVILEGED AND CONFIDENTIAL		LA 7-12

LETTER AGREEMENT NO. 8

As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1
WARRANTIES

1.1
Warranties and Service Life Policy
1.1.1
Standard Warranty

Subclause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following:

[***]
1.1.2
Seller Service Life Policy
Subclauses 12.2.2 and 12.2.3 of the Agreement are deleted in their entirety and replaced with the following:

“12.2.2 Periods and Seller’s Undertaking
CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIALLA 8-6

LETTER AGREEMENT NO. 8


As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

WARRANTIES

Warranties and Service Life Policy

Standard Warranty

Subclause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following:

[***]

Seller Service Life Policy

Subclauses 12.2.2 and 12.2.3 of the Agreement are deleted in their entirety and replaced with the following:

“12.2.2 Periods and Seller’s Undertaking



Subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item within [***] to the Buyer, the Seller shall, at its own discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation in the cost as hereinafter provided, either:

(i)
design and furnish to the Buyer a correction for such Item subject to a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts unless a part of an Item), or

(ii)
replace such Item.

12.2.3 Seller’s Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which shall be determined in accordance with the following formula:

[***]
[***]

[***],

[***],

[***],

[***].

[***]

[***]

[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]


TECHNICAL PUBLICATIONS

Clause 14.6 of the Agreement is deleted in its entirety and replaced with the following:

“14.6 Revision Service

[***]

[***]


[***]

[***]

[***]

[***]:

[***].


[***]

[***]

[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]


[***]

[***]


[***]

[***]:

[***]:
[***],
[***].


[***]

[***]

[***]

[***]


[***]



[***]
[***], or
[***], or
[***], or
[***]

[***]
[***]
[***]

ASSIGNMENT

This Letter Agreement No. 8 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

CONFIDENTIALITY

This Letter Agreement No. 8 is subject to the terms and conditions of Clause 22.7 of the Agreement.

COUNTERPARTS

This Letter Agreement No. 8 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).









If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.

By: /s/ Christophe Mourey
Its: Senior Vice President Contracts

Accepted and Agreed

DELTA AIR LINES, INC.

By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet







Form of the [***] Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT
RELATING TO PERFORMANCE DATA PROJECT

This Non Disclosure Agreement (hereinafter called the "NDA") is made on this ___ day of _______
BETWEEN

AIRBUS S.A.S., a French société par actions simplifiée, with its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 383 474 814 (hereinafter referred to as "Airbus")
AND

Delta Air Lines, Inc., incorporated under the laws of Delaware, with offices at 1050 Delta Boulevard, Atlanta GE 30320 (hereinafter referred to as the "Company")

(Each of them hereinafter referred to as "Party" or together as "Parties")

WHEREAS:

The Company and the Buyer have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.
As part of its commitment in the Agreement, Airbus has agreed [***].

C In order to protect any such information, the Parties have decided to enter into this NDA. For avoidance of doubt, the Airbus Companies shall not be deemed to be third parties and any such information may freely circulate among them.

NOW IT IS HEREBY AGREED AS FOLLOWS:

DEFINITIONS
In this NDA and unless otherwise defined herein, the following terms shall have the meanings set out below:
“Airbus Companies”
means Airbus S.A.S or its affiliates

"Confidential Information"
means any proprietary, confidential and sensitive commercial or technical information disclosed by the Disclosing Party (as defined below) to the Receiving Party (as defined below) in relation to or in anyway connected with the [***]




For avoidance of doubt, all and any version of Airbus specifications shall be considered as Confidential Information.

"Disclosing Party"
means Airbus;

"Employees"
means the employees, officers, directors, and agents of the Receiving Party;

"Receiving Party"
means the Company.

OBLIGATIONS OF THE RECEIVING PARTY

In consideration of its receipt of the Confidential Information from the Disclosing Party, the Receiving Party shall:

Treat all Confidential Information received from the Disclosing Party as proprietary and confidential and unless expressly authorized in writing to do so by the Disclosing Party, shall not disclose any Confidential Information to third parties (except as provided herein) and shall only use such Confidential Information for purposes relating to the support of its own operations and network planning activities. .

(b)
Only disseminate Confidential Information to Employees to the extent that such Employees have a demonstrable need to know the same in order to carry out their tasks in relation to the Project;

(c)
Ensure that all Employees who have access to Confidential Information are made aware of the confidential nature of the Confidential Information and of the obligations contained in this NDA;

(d)
Promptly notify the Disclosing Party if it becomes aware of a breach of any provision of this NDA by any of its Employees and take all the necessary measures to ensure that the disclosures in breach of this NDA cease immediately;

(e)
Except as authorized in writing by the Disclosing Party, only use, copy or reduce Confidential Information into tangible, visible or recorded form as is strictly necessary for the performance of the Project;



Protect the Confidential Information with at least the same degree of care as it uses to protect its own Confidential Information but in no instance shall such standard be less than reasonable care;

Not remove, alter or deface any designations relating to the confidential or proprietary nature of the Confidential Information;



LIMITS TO OBLIGATIONS ON THE RECEIVING PARTY

3.1 The obligations contained in Article 2 above shall not apply to Confidential Information:

Which is in the public domain at the time of disclosure or becomes part of the public domain after disclosure otherwise than through a breach of this NDA; or

For which the Receiving Party can provide evidence that it was in its lawful possession prior to disclosure to it by the Disclosing Party or which is lawfully and bona fide obtained thereafter by the Receiving Party from a third party who, to the knowledge or reasonable belief of the Receiving Party, did not receive such information directly or indirectly from the Disclosing Party when under a duty of confidentiality; or

For which the Receiving Party can provide proof that it was independently developed by the Receiving Party without prior knowledge of any Confidential Information obtained from the Disclosing Party.

3.2
The obligations contained in Article 2 shall not apply to a specific disclosure of Confidential Information if such disclosure meets one of the following conditions:

It has to be disclosed by reason of a governmental or judicial order or applicable law. In such a case, the Party having received such an order or being subject to such applicable law shall promptly inform the Disclosing Party of its obligation to disclose Confidential Information if possible prior to such disclosure and consult the Disclosing Party on the advisability of taking steps to limit the disclosure. If the Disclosing Party wishes to counter such order or applicable law, the Receiving Party shall provide reasonable assistance to it in doing so, at the Disclosing Party’s expense, provided that neither such time to consult, nor such reasonable assistance, shall compromise the obligation of the Party having received such an order to respond to such governmental or judicial order; or



(b)
It is further disclosed by the Receiving Party in confidence to any third party with the prior written consent of the Disclosing Party.

PROPRIETARY RIGHTS

Except as expressly stated in writing by the Disclosing Party, neither the disclosure pursuant to this NDA of Confidential Information nor anything contained in this NDA shall be construed as expressly or implicitly granting any rights to the Receiving Party in respect of any patent, copyright, license or other intellectual property right in force and belonging to or disclosed by, the Disclosing Party.

PROVISIONS IN CASE OF BREACH

Termination
If the Receiving Party has committed a breach of any provision of this NDA, the Disclosing Party shall have the right to terminate forthwith this NDA by written notice thereof and without prejudice to any other right, claim or remedy it may have at law or in contract. The Receiving Party shall, upon request from and at the discretion of the Disclosing Party, immediately return or destroy all copies of Confidential Information disclosed under or in relation to this NDA. All Confidential information disclosed between the parties before such termination shall remain confidential.

Traditional Remedies
In that situation, both parties keep their usual rights to seek remedies for their damages incurred by such violation by the Receiving Party or its representative(s).

Parties will be entitled to use other legal remedies available including, but not limited to injunction.

6. NO WAIVER

The Receiving Party agrees that no failure nor any delay in exercising on the part of the Disclosing Party any right or remedy under this NDA shall operate as a waiver thereof (in whole or in part), nor shall any single or partial exercise of any right or remedy prevent any further, future or other exercise thereof or any other right or remedy. The rights and remedies existing by virtue of this NDA shall be cumulative and not exclusive of any rights or remedies provided by law.

7. DURATION OF THIS NDA

This NDA shall commence on the date first above written and shall continue for [***] or until both Parties agree in writing that such NDA is no longer needed and decide to cease it.


Notwithstanding the termination of the NDA, all Confidential information that will have been disclosed prior to the date of termination shall remain confidential except if such information ceases to be confidential for the reasons mentioned in Article 3 above.

Upon termination each Party shall, upon request of the other Party, return, at the requester’s costs, or destroy any Confidential Information received by the other Party.



8. MISCELLANEOUS

(a)
Neither Party shall publicly release any information relating to this NDA and the result of the discussions without the prior written consent of the other Party.

The invalidity, illegality or unenforceability of any provision of this NDA under any jurisdiction shall not affect the validity, legality or enforceability of any other provision hereof.
Each Party shall promptly advise the other in the event that it becomes aware of the possession, use or knowledge of any Confidential Information by any third party not authorized to possess, use or have such knowledge.

9. GOVERNING LAW AND ARBITRATION

9.1
THIS NDA SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

9.2
Each of the Company and AirbusLicensor and Licensee (i) hereby irrevocably submits itself to the exclusive jurisdiction of the courts sitting in the Borough of Manhattan, New York County, New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defence or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defence based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.





10. ASSIGNMENT; COUNTERPARTS

Neither Party shall assign or transfer any of its rights or obligations under this NDA without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

Notwithstanding the above, Airbus may assign this NDA, upon notice in writing to the other Party, to a company controlled by Airbus.

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.


IN WITNESS WHEREOF the Parties have executed this NDA on the date first above written, in two (2) original copies.

AIRBUS SAS
acting in its own name and in the name and on behalf of the Airbus Companies


Name:
Title:



DELTA AIR LINES, INC.


Name:
Title:














Subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item within [***] to the Buyer, the Seller shall, at its own discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation in the cost as hereinafter provided, either:

(i)
design and furnish to the Buyer a correction for such Item subject to a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts unless a part of an Item), or

(ii)
replace such Item.

12.2.3 Seller’s Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which shall be determined in accordance with the following formula:

[***]
[***]

[***],

[***],

[***],

[***].

1.1.3
[***]

[***]

1.1.4
[***]



[***]

1.1.5
[***]

[***]

[***]

[***]

[***]



CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIALLA 8-6

LETTER AGREEMENT NO. 8


As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

WARRANTIES

Warranties and Service Life Policy

Standard Warranty

Subclause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following:

[***]

Seller Service Life Policy



Subclauses 12.2.2 and 12.2.3 of the Agreement are deleted in their entirety and replaced with the following:

“12.2.2 Periods and Seller’s Undertaking

Subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item within [***] to the Buyer, the Seller shall, at its own discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation in the cost as hereinafter provided, either:

(i)
design and furnish to the Buyer a correction for such Item subject to a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts unless a part of an Item), or

(ii)
replace such Item.

12.2.3 Seller’s Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which shall be determined in accordance with the following formula:

[***]
[***]

[***],

[***],

[***],

[***].

[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]


TECHNICAL PUBLICATIONS

Clause 14.6 of the Agreement is deleted in its entirety and replaced with the following:

“14.6 Revision Service

[***]

[***]


[***]

[***]

[***]

[***]:

[***].


[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]


[***]

[***]


[***]

[***]:

[***]:
[***],
[***].


[***]

[***]

[***]



[***]


[***]

[***]
[***], or
[***], or
[***], or
[***]

[***]
[***]
[***]

ASSIGNMENT

This Letter Agreement No. 8 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

CONFIDENTIALITY

This Letter Agreement No. 8 is subject to the terms and conditions of Clause 22.7 of the Agreement.

COUNTERPARTS

This Letter Agreement No. 8 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).





If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.

By: /s/ Christophe Mourey
Its: Senior Vice President Contracts

Accepted and Agreed

DELTA AIR LINES, INC.

By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet




Form of the [***] Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT
RELATING TO PERFORMANCE DATA PROJECT

This Non Disclosure Agreement (hereinafter called the "NDA") is made on this ___ day of _______
BETWEEN

AIRBUS S.A.S., a French société par actions simplifiée, with its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 383 474 814 (hereinafter referred to as "Airbus")
AND

Delta Air Lines, Inc., incorporated under the laws of Delaware, with offices at 1050 Delta Boulevard, Atlanta GE 30320 (hereinafter referred to as the "Company")

(Each of them hereinafter referred to as "Party" or together as "Parties")

WHEREAS:

The Company and the Buyer have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.
As part of its commitment in the Agreement, Airbus has agreed [***].

C In order to protect any such information, the Parties have decided to enter into this NDA. For avoidance of doubt, the Airbus Companies shall not be deemed to be third parties and any such information may freely circulate among them.

NOW IT IS HEREBY AGREED AS FOLLOWS:

DEFINITIONS
In this NDA and unless otherwise defined herein, the following terms shall have the meanings set out below:
“Airbus Companies”
means Airbus S.A.S or its affiliates

"Confidential Information"
means any proprietary, confidential and sensitive commercial or technical information disclosed by the Disclosing Party (as defined below) to the Receiving Party (as defined below) in relation to or in anyway connected with the [***]




For avoidance of doubt, all and any version of Airbus specifications shall be considered as Confidential Information.

"Disclosing Party"
means Airbus;

"Employees"
means the employees, officers, directors, and agents of the Receiving Party;

"Receiving Party"
means the Company.

OBLIGATIONS OF THE RECEIVING PARTY

In consideration of its receipt of the Confidential Information from the Disclosing Party, the Receiving Party shall:

Treat all Confidential Information received from the Disclosing Party as proprietary and confidential and unless expressly authorized in writing to do so by the Disclosing Party, shall not disclose any Confidential Information to third parties (except as provided herein) and shall only use such Confidential Information for purposes relating to the support of its own operations and network planning activities. .

(b)
Only disseminate Confidential Information to Employees to the extent that such Employees have a demonstrable need to know the same in order to carry out their tasks in relation to the Project;

(c)
Ensure that all Employees who have access to Confidential Information are made aware of the confidential nature of the Confidential Information and of the obligations contained in this NDA;

(d)
Promptly notify the Disclosing Party if it becomes aware of a breach of any provision of this NDA by any of its Employees and take all the necessary measures to ensure that the disclosures in breach of this NDA cease immediately;

(e)
Except as authorized in writing by the Disclosing Party, only use, copy or reduce Confidential Information into tangible, visible or recorded form as is strictly necessary for the performance of the Project;



Protect the Confidential Information with at least the same degree of care as it uses to protect its own Confidential Information but in no instance shall such standard be less than reasonable care;

Not remove, alter or deface any designations relating to the confidential or proprietary nature of the Confidential Information;



LIMITS TO OBLIGATIONS ON THE RECEIVING PARTY

3.1 The obligations contained in Article 2 above shall not apply to Confidential Information:

Which is in the public domain at the time of disclosure or becomes part of the public domain after disclosure otherwise than through a breach of this NDA; or

For which the Receiving Party can provide evidence that it was in its lawful possession prior to disclosure to it by the Disclosing Party or which is lawfully and bona fide obtained thereafter by the Receiving Party from a third party who, to the knowledge or reasonable belief of the Receiving Party, did not receive such information directly or indirectly from the Disclosing Party when under a duty of confidentiality; or

For which the Receiving Party can provide proof that it was independently developed by the Receiving Party without prior knowledge of any Confidential Information obtained from the Disclosing Party.

3.2
The obligations contained in Article 2 shall not apply to a specific disclosure of Confidential Information if such disclosure meets one of the following conditions:

It has to be disclosed by reason of a governmental or judicial order or applicable law. In such a case, the Party having received such an order or being subject to such applicable law shall promptly inform the Disclosing Party of its obligation to disclose Confidential Information if possible prior to such disclosure and consult the Disclosing Party on the advisability of taking steps to limit the disclosure. If the Disclosing Party wishes to counter such order or applicable law, the Receiving Party shall provide reasonable assistance to it in doing so, at the Disclosing Party’s expense, provided that neither such time to consult, nor such reasonable assistance, shall compromise the obligation of the Party having received such an order to respond to such governmental or judicial order; or



(b)
It is further disclosed by the Receiving Party in confidence to any third party with the prior written consent of the Disclosing Party.

PROPRIETARY RIGHTS

Except as expressly stated in writing by the Disclosing Party, neither the disclosure pursuant to this NDA of Confidential Information nor anything contained in this NDA shall be construed as expressly or implicitly granting any rights to the Receiving Party in respect of any patent, copyright, license or other intellectual property right in force and belonging to or disclosed by, the Disclosing Party.

PROVISIONS IN CASE OF BREACH

Termination
If the Receiving Party has committed a breach of any provision of this NDA, the Disclosing Party shall have the right to terminate forthwith this NDA by written notice thereof and without prejudice to any other right, claim or remedy it may have at law or in contract. The Receiving Party shall, upon request from and at the discretion of the Disclosing Party, immediately return or destroy all copies of Confidential Information disclosed under or in relation to this NDA. All Confidential information disclosed between the parties before such termination shall remain confidential.

Traditional Remedies
In that situation, both parties keep their usual rights to seek remedies for their damages incurred by such violation by the Receiving Party or its representative(s).

Parties will be entitled to use other legal remedies available including, but not limited to injunction.

6. NO WAIVER

The Receiving Party agrees that no failure nor any delay in exercising on the part of the Disclosing Party any right or remedy under this NDA shall operate as a waiver thereof (in whole or in part), nor shall any single or partial exercise of any right or remedy prevent any further, future or other exercise thereof or any other right or remedy. The rights and remedies existing by virtue of this NDA shall be cumulative and not exclusive of any rights or remedies provided by law.

7. DURATION OF THIS NDA

This NDA shall commence on the date first above written and shall continue for [***] or until both Parties agree in writing that such NDA is no longer needed and decide to cease it.


Notwithstanding the termination of the NDA, all Confidential information that will have been disclosed prior to the date of termination shall remain confidential except if such information ceases to be confidential for the reasons mentioned in Article 3 above.

Upon termination each Party shall, upon request of the other Party, return, at the requester’s costs, or destroy any Confidential Information received by the other Party.



8. MISCELLANEOUS

(a)
Neither Party shall publicly release any information relating to this NDA and the result of the discussions without the prior written consent of the other Party.

The invalidity, illegality or unenforceability of any provision of this NDA under any jurisdiction shall not affect the validity, legality or enforceability of any other provision hereof.
Each Party shall promptly advise the other in the event that it becomes aware of the possession, use or knowledge of any Confidential Information by any third party not authorized to possess, use or have such knowledge.

9. GOVERNING LAW AND ARBITRATION

9.1
THIS NDA SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

9.2
Each of the Company and AirbusLicensor and Licensee (i) hereby irrevocably submits itself to the exclusive jurisdiction of the courts sitting in the Borough of Manhattan, New York County, New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defence or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defence based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.





10. ASSIGNMENT; COUNTERPARTS

Neither Party shall assign or transfer any of its rights or obligations under this NDA without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

Notwithstanding the above, Airbus may assign this NDA, upon notice in writing to the other Party, to a company controlled by Airbus.

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.


IN WITNESS WHEREOF the Parties have executed this NDA on the date first above written, in two (2) original copies.

AIRBUS SAS
acting in its own name and in the name and on behalf of the Airbus Companies


Name:
Title:



DELTA AIR LINES, INC.


Name:
Title:











[***]




2
TECHNICAL PUBLICATIONS

Clause 14.6 of the Agreement is deleted in its entirety and replaced with the following:

“14.6 Revision Service

[***]

[***]


3
[***]

3.1
[***]

[***]

3.2
[***]:

[***].


4
[***]

4.1
[***]

4.1.1
[***]

4.1.2
[***]

4.1.3
[***]



4.1.4
[***]

4.2
[***]

4.2.1
[***]

4.2.2
[***]

4.2.3
[***]

4.2.4
[***]



CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIALLA 8-6

LETTER AGREEMENT NO. 8


As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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



WARRANTIES

Warranties and Service Life Policy

Standard Warranty

Subclause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following:

[***]

Seller Service Life Policy

Subclauses 12.2.2 and 12.2.3 of the Agreement are deleted in their entirety and replaced with the following:



“12.2.2 Periods and Seller’s Undertaking

Subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item within [***] to the Buyer, the Seller shall, at its own discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation in the cost as hereinafter provided, either:

(i)
design and furnish to the Buyer a correction for such Item subject to a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts unless a part of an Item), or

(ii)
replace such Item.

12.2.3 Seller’s Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which shall be determined in accordance with the following formula:

[***]
[***]

[***],

[***],

[***],

[***].

[***]

[***]

[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]


TECHNICAL PUBLICATIONS

Clause 14.6 of the Agreement is deleted in its entirety and replaced with the following:

“14.6 Revision Service

[***]

[***]


[***]

[***]

[***]

[***]:

[***].


[***]

[***]

[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]


[***]

[***]


[***]

[***]:

[***]:
[***],
[***].


[***]

[***]

[***]

[***]


[***]



[***]
[***], or
[***], or
[***], or
[***]

[***]
[***]
[***]

ASSIGNMENT

This Letter Agreement No. 8 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

CONFIDENTIALITY

This Letter Agreement No. 8 is subject to the terms and conditions of Clause 22.7 of the Agreement.

COUNTERPARTS

This Letter Agreement No. 8 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).









If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.

By: /s/ Christophe Mourey
Its: Senior Vice President Contracts

Accepted and Agreed

DELTA AIR LINES, INC.

By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet





Form of the [***] Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT
RELATING TO PERFORMANCE DATA PROJECT

This Non Disclosure Agreement (hereinafter called the "NDA") is made on this ___ day of _______
BETWEEN

AIRBUS S.A.S., a French société par actions simplifiée, with its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 383 474 814 (hereinafter referred to as "Airbus")
AND

Delta Air Lines, Inc., incorporated under the laws of Delaware, with offices at 1050 Delta Boulevard, Atlanta GE 30320 (hereinafter referred to as the "Company")

(Each of them hereinafter referred to as "Party" or together as "Parties")

WHEREAS:

The Company and the Buyer have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.
As part of its commitment in the Agreement, Airbus has agreed [***].

C In order to protect any such information, the Parties have decided to enter into this NDA. For avoidance of doubt, the Airbus Companies shall not be deemed to be third parties and any such information may freely circulate among them.

NOW IT IS HEREBY AGREED AS FOLLOWS:

DEFINITIONS
In this NDA and unless otherwise defined herein, the following terms shall have the meanings set out below:
“Airbus Companies”
means Airbus S.A.S or its affiliates

"Confidential Information"
means any proprietary, confidential and sensitive commercial or technical information disclosed by the Disclosing Party (as defined below) to the Receiving Party (as defined below) in relation to or in anyway connected with the [***]




For avoidance of doubt, all and any version of Airbus specifications shall be considered as Confidential Information.

"Disclosing Party"
means Airbus;

"Employees"
means the employees, officers, directors, and agents of the Receiving Party;

"Receiving Party"
means the Company.

OBLIGATIONS OF THE RECEIVING PARTY

In consideration of its receipt of the Confidential Information from the Disclosing Party, the Receiving Party shall:

Treat all Confidential Information received from the Disclosing Party as proprietary and confidential and unless expressly authorized in writing to do so by the Disclosing Party, shall not disclose any Confidential Information to third parties (except as provided herein) and shall only use such Confidential Information for purposes relating to the support of its own operations and network planning activities. .

(b)
Only disseminate Confidential Information to Employees to the extent that such Employees have a demonstrable need to know the same in order to carry out their tasks in relation to the Project;

(c)
Ensure that all Employees who have access to Confidential Information are made aware of the confidential nature of the Confidential Information and of the obligations contained in this NDA;

(d)
Promptly notify the Disclosing Party if it becomes aware of a breach of any provision of this NDA by any of its Employees and take all the necessary measures to ensure that the disclosures in breach of this NDA cease immediately;

(e)
Except as authorized in writing by the Disclosing Party, only use, copy or reduce Confidential Information into tangible, visible or recorded form as is strictly necessary for the performance of the Project;



Protect the Confidential Information with at least the same degree of care as it uses to protect its own Confidential Information but in no instance shall such standard be less than reasonable care;

Not remove, alter or deface any designations relating to the confidential or proprietary nature of the Confidential Information;



LIMITS TO OBLIGATIONS ON THE RECEIVING PARTY

3.1 The obligations contained in Article 2 above shall not apply to Confidential Information:

Which is in the public domain at the time of disclosure or becomes part of the public domain after disclosure otherwise than through a breach of this NDA; or

For which the Receiving Party can provide evidence that it was in its lawful possession prior to disclosure to it by the Disclosing Party or which is lawfully and bona fide obtained thereafter by the Receiving Party from a third party who, to the knowledge or reasonable belief of the Receiving Party, did not receive such information directly or indirectly from the Disclosing Party when under a duty of confidentiality; or

For which the Receiving Party can provide proof that it was independently developed by the Receiving Party without prior knowledge of any Confidential Information obtained from the Disclosing Party.

3.2
The obligations contained in Article 2 shall not apply to a specific disclosure of Confidential Information if such disclosure meets one of the following conditions:

It has to be disclosed by reason of a governmental or judicial order or applicable law. In such a case, the Party having received such an order or being subject to such applicable law shall promptly inform the Disclosing Party of its obligation to disclose Confidential Information if possible prior to such disclosure and consult the Disclosing Party on the advisability of taking steps to limit the disclosure. If the Disclosing Party wishes to counter such order or applicable law, the Receiving Party shall provide reasonable assistance to it in doing so, at the Disclosing Party’s expense, provided that neither such time to consult, nor such reasonable assistance, shall compromise the obligation of the Party having received such an order to respond to such governmental or judicial order; or



(b)
It is further disclosed by the Receiving Party in confidence to any third party with the prior written consent of the Disclosing Party.

PROPRIETARY RIGHTS

Except as expressly stated in writing by the Disclosing Party, neither the disclosure pursuant to this NDA of Confidential Information nor anything contained in this NDA shall be construed as expressly or implicitly granting any rights to the Receiving Party in respect of any patent, copyright, license or other intellectual property right in force and belonging to or disclosed by, the Disclosing Party.

PROVISIONS IN CASE OF BREACH

Termination
If the Receiving Party has committed a breach of any provision of this NDA, the Disclosing Party shall have the right to terminate forthwith this NDA by written notice thereof and without prejudice to any other right, claim or remedy it may have at law or in contract. The Receiving Party shall, upon request from and at the discretion of the Disclosing Party, immediately return or destroy all copies of Confidential Information disclosed under or in relation to this NDA. All Confidential information disclosed between the parties before such termination shall remain confidential.

Traditional Remedies
In that situation, both parties keep their usual rights to seek remedies for their damages incurred by such violation by the Receiving Party or its representative(s).

Parties will be entitled to use other legal remedies available including, but not limited to injunction.

6. NO WAIVER

The Receiving Party agrees that no failure nor any delay in exercising on the part of the Disclosing Party any right or remedy under this NDA shall operate as a waiver thereof (in whole or in part), nor shall any single or partial exercise of any right or remedy prevent any further, future or other exercise thereof or any other right or remedy. The rights and remedies existing by virtue of this NDA shall be cumulative and not exclusive of any rights or remedies provided by law.

7. DURATION OF THIS NDA

This NDA shall commence on the date first above written and shall continue for [***] or until both Parties agree in writing that such NDA is no longer needed and decide to cease it.


Notwithstanding the termination of the NDA, all Confidential information that will have been disclosed prior to the date of termination shall remain confidential except if such information ceases to be confidential for the reasons mentioned in Article 3 above.

Upon termination each Party shall, upon request of the other Party, return, at the requester’s costs, or destroy any Confidential Information received by the other Party.



8. MISCELLANEOUS

(a)
Neither Party shall publicly release any information relating to this NDA and the result of the discussions without the prior written consent of the other Party.

The invalidity, illegality or unenforceability of any provision of this NDA under any jurisdiction shall not affect the validity, legality or enforceability of any other provision hereof.
Each Party shall promptly advise the other in the event that it becomes aware of the possession, use or knowledge of any Confidential Information by any third party not authorized to possess, use or have such knowledge.

9. GOVERNING LAW AND ARBITRATION

9.1
THIS NDA SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

9.2
Each of the Company and AirbusLicensor and Licensee (i) hereby irrevocably submits itself to the exclusive jurisdiction of the courts sitting in the Borough of Manhattan, New York County, New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defence or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defence based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.





10. ASSIGNMENT; COUNTERPARTS

Neither Party shall assign or transfer any of its rights or obligations under this NDA without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

Notwithstanding the above, Airbus may assign this NDA, upon notice in writing to the other Party, to a company controlled by Airbus.

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.


IN WITNESS WHEREOF the Parties have executed this NDA on the date first above written, in two (2) original copies.

AIRBUS SAS
acting in its own name and in the name and on behalf of the Airbus Companies


Name:
Title:



DELTA AIR LINES, INC.


Name:
Title:














5
[***]

[***]


6
[***]

[***]:

[***]:
(i)
[***],

(ii)
[***].


7
[***]

[***]

[***]

[***]


8
[***]

[***]
-
[***], or

-
[***], or

-
[***], or



-
[***]

[***]
[***]
[***]



CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIALLA 8-6

LETTER AGREEMENT NO. 8


As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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


WARRANTIES

Warranties and Service Life Policy

Standard Warranty

Subclause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following:

[***]

Seller Service Life Policy

Subclauses 12.2.2 and 12.2.3 of the Agreement are deleted in their entirety and replaced with the following:

“12.2.2 Periods and Seller’s Undertaking



Subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item within [***] to the Buyer, the Seller shall, at its own discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation in the cost as hereinafter provided, either:

(i)
design and furnish to the Buyer a correction for such Item subject to a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts unless a part of an Item), or

(ii)
replace such Item.

12.2.3 Seller’s Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which shall be determined in accordance with the following formula:

[***]
[***]

[***],

[***],

[***],

[***].

[***]

[***]

[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]


TECHNICAL PUBLICATIONS

Clause 14.6 of the Agreement is deleted in its entirety and replaced with the following:

“14.6 Revision Service

[***]

[***]


[***]

[***]

[***]

[***]:

[***].


[***]

[***]

[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]


[***]

[***]


[***]

[***]:

[***]:
[***],
[***].


[***]

[***]

[***]

[***]


[***]



[***]
[***], or
[***], or
[***], or
[***]

[***]
[***]
[***]

ASSIGNMENT

This Letter Agreement No. 8 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

CONFIDENTIALITY

This Letter Agreement No. 8 is subject to the terms and conditions of Clause 22.7 of the Agreement.

COUNTERPARTS

This Letter Agreement No. 8 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).









If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.


By: /s/ Christophe Mourey
Its: Senior Vice President Contracts

Accepted and Agreed

DELTA AIR LINES, INC.


By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet





Form of the [***] Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT
RELATING TO PERFORMANCE DATA PROJECT

This Non Disclosure Agreement (hereinafter called the "NDA") is made on this ___ day of _______
BETWEEN

AIRBUS S.A.S., a French société par actions simplifiée, with its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 383 474 814 (hereinafter referred to as "Airbus")
AND

Delta Air Lines, Inc., incorporated under the laws of Delaware, with offices at 1050 Delta Boulevard, Atlanta GE 30320 (hereinafter referred to as the "Company")

(Each of them hereinafter referred to as "Party" or together as "Parties")

WHEREAS:

The Company and the Buyer have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.
As part of its commitment in the Agreement, Airbus has agreed [***].

C In order to protect any such information, the Parties have decided to enter into this NDA. For avoidance of doubt, the Airbus Companies shall not be deemed to be third parties and any such information may freely circulate among them.

NOW IT IS HEREBY AGREED AS FOLLOWS:

DEFINITIONS
In this NDA and unless otherwise defined herein, the following terms shall have the meanings set out below:
“Airbus Companies”
means Airbus S.A.S or its affiliates

"Confidential Information"
means any proprietary, confidential and sensitive commercial or technical information disclosed by the Disclosing Party (as defined below) to the Receiving Party (as defined below) in relation to or in anyway connected with the [***]




For avoidance of doubt, all and any version of Airbus specifications shall be considered as Confidential Information.

"Disclosing Party"
means Airbus;

"Employees"
means the employees, officers, directors, and agents of the Receiving Party;

"Receiving Party"
means the Company.

OBLIGATIONS OF THE RECEIVING PARTY

In consideration of its receipt of the Confidential Information from the Disclosing Party, the Receiving Party shall:

Treat all Confidential Information received from the Disclosing Party as proprietary and confidential and unless expressly authorized in writing to do so by the Disclosing Party, shall not disclose any Confidential Information to third parties (except as provided herein) and shall only use such Confidential Information for purposes relating to the support of its own operations and network planning activities. .

(b)
Only disseminate Confidential Information to Employees to the extent that such Employees have a demonstrable need to know the same in order to carry out their tasks in relation to the Project;

(c)
Ensure that all Employees who have access to Confidential Information are made aware of the confidential nature of the Confidential Information and of the obligations contained in this NDA;

(d)
Promptly notify the Disclosing Party if it becomes aware of a breach of any provision of this NDA by any of its Employees and take all the necessary measures to ensure that the disclosures in breach of this NDA cease immediately;

(e)
Except as authorized in writing by the Disclosing Party, only use, copy or reduce Confidential Information into tangible, visible or recorded form as is strictly necessary for the performance of the Project;



Protect the Confidential Information with at least the same degree of care as it uses to protect its own Confidential Information but in no instance shall such standard be less than reasonable care;

Not remove, alter or deface any designations relating to the confidential or proprietary nature of the Confidential Information;



LIMITS TO OBLIGATIONS ON THE RECEIVING PARTY

3.1 The obligations contained in Article 2 above shall not apply to Confidential Information:

Which is in the public domain at the time of disclosure or becomes part of the public domain after disclosure otherwise than through a breach of this NDA; or

For which the Receiving Party can provide evidence that it was in its lawful possession prior to disclosure to it by the Disclosing Party or which is lawfully and bona fide obtained thereafter by the Receiving Party from a third party who, to the knowledge or reasonable belief of the Receiving Party, did not receive such information directly or indirectly from the Disclosing Party when under a duty of confidentiality; or

For which the Receiving Party can provide proof that it was independently developed by the Receiving Party without prior knowledge of any Confidential Information obtained from the Disclosing Party.

3.2
The obligations contained in Article 2 shall not apply to a specific disclosure of Confidential Information if such disclosure meets one of the following conditions:

It has to be disclosed by reason of a governmental or judicial order or applicable law. In such a case, the Party having received such an order or being subject to such applicable law shall promptly inform the Disclosing Party of its obligation to disclose Confidential Information if possible prior to such disclosure and consult the Disclosing Party on the advisability of taking steps to limit the disclosure. If the Disclosing Party wishes to counter such order or applicable law, the Receiving Party shall provide reasonable assistance to it in doing so, at the Disclosing Party’s expense, provided that neither such time to consult, nor such reasonable assistance, shall compromise the obligation of the Party having received such an order to respond to such governmental or judicial order; or



(b)
It is further disclosed by the Receiving Party in confidence to any third party with the prior written consent of the Disclosing Party.

PROPRIETARY RIGHTS

Except as expressly stated in writing by the Disclosing Party, neither the disclosure pursuant to this NDA of Confidential Information nor anything contained in this NDA shall be construed as expressly or implicitly granting any rights to the Receiving Party in respect of any patent, copyright, license or other intellectual property right in force and belonging to or disclosed by, the Disclosing Party.

PROVISIONS IN CASE OF BREACH

Termination
If the Receiving Party has committed a breach of any provision of this NDA, the Disclosing Party shall have the right to terminate forthwith this NDA by written notice thereof and without prejudice to any other right, claim or remedy it may have at law or in contract. The Receiving Party shall, upon request from and at the discretion of the Disclosing Party, immediately return or destroy all copies of Confidential Information disclosed under or in relation to this NDA. All Confidential information disclosed between the parties before such termination shall remain confidential.

Traditional Remedies
In that situation, both parties keep their usual rights to seek remedies for their damages incurred by such violation by the Receiving Party or its representative(s).

Parties will be entitled to use other legal remedies available including, but not limited to injunction.

6. NO WAIVER

The Receiving Party agrees that no failure nor any delay in exercising on the part of the Disclosing Party any right or remedy under this NDA shall operate as a waiver thereof (in whole or in part), nor shall any single or partial exercise of any right or remedy prevent any further, future or other exercise thereof or any other right or remedy. The rights and remedies existing by virtue of this NDA shall be cumulative and not exclusive of any rights or remedies provided by law.

7. DURATION OF THIS NDA

This NDA shall commence on the date first above written and shall continue for [***] or until both Parties agree in writing that such NDA is no longer needed and decide to cease it.


Notwithstanding the termination of the NDA, all Confidential information that will have been disclosed prior to the date of termination shall remain confidential except if such information ceases to be confidential for the reasons mentioned in Article 3 above.

Upon termination each Party shall, upon request of the other Party, return, at the requester’s costs, or destroy any Confidential Information received by the other Party.



8. MISCELLANEOUS

(a)
Neither Party shall publicly release any information relating to this NDA and the result of the discussions without the prior written consent of the other Party.

The invalidity, illegality or unenforceability of any provision of this NDA under any jurisdiction shall not affect the validity, legality or enforceability of any other provision hereof.
Each Party shall promptly advise the other in the event that it becomes aware of the possession, use or knowledge of any Confidential Information by any third party not authorized to possess, use or have such knowledge.

9. GOVERNING LAW AND ARBITRATION

9.1
THIS NDA SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

9.2
Each of the Company and AirbusLicensor and Licensee (i) hereby irrevocably submits itself to the exclusive jurisdiction of the courts sitting in the Borough of Manhattan, New York County, New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defence or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defence based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.





10. ASSIGNMENT; COUNTERPARTS

Neither Party shall assign or transfer any of its rights or obligations under this NDA without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

Notwithstanding the above, Airbus may assign this NDA, upon notice in writing to the other Party, to a company controlled by Airbus.

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.


IN WITNESS WHEREOF the Parties have executed this NDA on the date first above written, in two (2) original copies.

AIRBUS SAS
acting in its own name and in the name and on behalf of the Airbus Companies


Name:
Title:



DELTA AIR LINES, INC.


Name:
Title:














9
ASSIGNMENT

This Letter Agreement No. 8 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

10
CONFIDENTIALITY

This Letter Agreement No. 8 is subject to the terms and conditions of Clause 22.7 of the Agreement.

11
COUNTERPARTS

This Letter Agreement No. 8 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIALLA 8-6

LETTER AGREEMENT NO. 8


As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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



WARRANTIES

Warranties and Service Life Policy

Standard Warranty

Subclause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following:

[***]

Seller Service Life Policy

Subclauses 12.2.2 and 12.2.3 of the Agreement are deleted in their entirety and replaced with the following:



“12.2.2 Periods and Seller’s Undertaking

Subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item within [***] to the Buyer, the Seller shall, at its own discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation in the cost as hereinafter provided, either:

(i)
design and furnish to the Buyer a correction for such Item subject to a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts unless a part of an Item), or

(ii)
replace such Item.

12.2.3 Seller’s Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which shall be determined in accordance with the following formula:

[***]
[***]

[***],

[***],

[***],

[***].

[***]

[***]

[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]


TECHNICAL PUBLICATIONS

Clause 14.6 of the Agreement is deleted in its entirety and replaced with the following:

“14.6 Revision Service

[***]

[***]


[***]

[***]

[***]

[***]:

[***].


[***]

[***]

[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]


[***]

[***]


[***]

[***]:

[***]:
[***],
[***].


[***]

[***]

[***]

[***]


[***]



[***]
[***], or
[***], or
[***], or
[***]

[***]
[***]
[***]

ASSIGNMENT

This Letter Agreement No. 8 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

CONFIDENTIALITY

This Letter Agreement No. 8 is subject to the terms and conditions of Clause 22.7 of the Agreement.

COUNTERPARTS

This Letter Agreement No. 8 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).









If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.


By: /s/ Christophe Mourey
Its: Senior Vice President Contracts

Accepted and Agreed

DELTA AIR LINES, INC.


By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet




Form of the [***] Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT
RELATING TO PERFORMANCE DATA PROJECT

This Non Disclosure Agreement (hereinafter called the "NDA") is made on this ___ day of _______
BETWEEN

AIRBUS S.A.S., a French société par actions simplifiée, with its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 383 474 814 (hereinafter referred to as "Airbus")
AND

Delta Air Lines, Inc., incorporated under the laws of Delaware, with offices at 1050 Delta Boulevard, Atlanta GE 30320 (hereinafter referred to as the "Company")

(Each of them hereinafter referred to as "Party" or together as "Parties")

WHEREAS:

The Company and the Buyer have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.
As part of its commitment in the Agreement, Airbus has agreed [***].

C In order to protect any such information, the Parties have decided to enter into this NDA. For avoidance of doubt, the Airbus Companies shall not be deemed to be third parties and any such information may freely circulate among them.

NOW IT IS HEREBY AGREED AS FOLLOWS:

DEFINITIONS
In this NDA and unless otherwise defined herein, the following terms shall have the meanings set out below:
“Airbus Companies”
means Airbus S.A.S or its affiliates

"Confidential Information"
means any proprietary, confidential and sensitive commercial or technical information disclosed by the Disclosing Party (as defined below) to the Receiving Party (as defined below) in relation to or in anyway connected with the [***]




For avoidance of doubt, all and any version of Airbus specifications shall be considered as Confidential Information.

"Disclosing Party"
means Airbus;

"Employees"
means the employees, officers, directors, and agents of the Receiving Party;

"Receiving Party"
means the Company.

OBLIGATIONS OF THE RECEIVING PARTY

In consideration of its receipt of the Confidential Information from the Disclosing Party, the Receiving Party shall:

Treat all Confidential Information received from the Disclosing Party as proprietary and confidential and unless expressly authorized in writing to do so by the Disclosing Party, shall not disclose any Confidential Information to third parties (except as provided herein) and shall only use such Confidential Information for purposes relating to the support of its own operations and network planning activities. .

(b)
Only disseminate Confidential Information to Employees to the extent that such Employees have a demonstrable need to know the same in order to carry out their tasks in relation to the Project;

(c)
Ensure that all Employees who have access to Confidential Information are made aware of the confidential nature of the Confidential Information and of the obligations contained in this NDA;

(d)
Promptly notify the Disclosing Party if it becomes aware of a breach of any provision of this NDA by any of its Employees and take all the necessary measures to ensure that the disclosures in breach of this NDA cease immediately;

(e)
Except as authorized in writing by the Disclosing Party, only use, copy or reduce Confidential Information into tangible, visible or recorded form as is strictly necessary for the performance of the Project;



Protect the Confidential Information with at least the same degree of care as it uses to protect its own Confidential Information but in no instance shall such standard be less than reasonable care;

Not remove, alter or deface any designations relating to the confidential or proprietary nature of the Confidential Information;



LIMITS TO OBLIGATIONS ON THE RECEIVING PARTY

3.1 The obligations contained in Article 2 above shall not apply to Confidential Information:

Which is in the public domain at the time of disclosure or becomes part of the public domain after disclosure otherwise than through a breach of this NDA; or

For which the Receiving Party can provide evidence that it was in its lawful possession prior to disclosure to it by the Disclosing Party or which is lawfully and bona fide obtained thereafter by the Receiving Party from a third party who, to the knowledge or reasonable belief of the Receiving Party, did not receive such information directly or indirectly from the Disclosing Party when under a duty of confidentiality; or

For which the Receiving Party can provide proof that it was independently developed by the Receiving Party without prior knowledge of any Confidential Information obtained from the Disclosing Party.

3.2
The obligations contained in Article 2 shall not apply to a specific disclosure of Confidential Information if such disclosure meets one of the following conditions:

It has to be disclosed by reason of a governmental or judicial order or applicable law. In such a case, the Party having received such an order or being subject to such applicable law shall promptly inform the Disclosing Party of its obligation to disclose Confidential Information if possible prior to such disclosure and consult the Disclosing Party on the advisability of taking steps to limit the disclosure. If the Disclosing Party wishes to counter such order or applicable law, the Receiving Party shall provide reasonable assistance to it in doing so, at the Disclosing Party’s expense, provided that neither such time to consult, nor such reasonable assistance, shall compromise the obligation of the Party having received such an order to respond to such governmental or judicial order; or



(b)
It is further disclosed by the Receiving Party in confidence to any third party with the prior written consent of the Disclosing Party.

PROPRIETARY RIGHTS

Except as expressly stated in writing by the Disclosing Party, neither the disclosure pursuant to this NDA of Confidential Information nor anything contained in this NDA shall be construed as expressly or implicitly granting any rights to the Receiving Party in respect of any patent, copyright, license or other intellectual property right in force and belonging to or disclosed by, the Disclosing Party.

PROVISIONS IN CASE OF BREACH

Termination
If the Receiving Party has committed a breach of any provision of this NDA, the Disclosing Party shall have the right to terminate forthwith this NDA by written notice thereof and without prejudice to any other right, claim or remedy it may have at law or in contract. The Receiving Party shall, upon request from and at the discretion of the Disclosing Party, immediately return or destroy all copies of Confidential Information disclosed under or in relation to this NDA. All Confidential information disclosed between the parties before such termination shall remain confidential.

Traditional Remedies
In that situation, both parties keep their usual rights to seek remedies for their damages incurred by such violation by the Receiving Party or its representative(s).

Parties will be entitled to use other legal remedies available including, but not limited to injunction.

6. NO WAIVER

The Receiving Party agrees that no failure nor any delay in exercising on the part of the Disclosing Party any right or remedy under this NDA shall operate as a waiver thereof (in whole or in part), nor shall any single or partial exercise of any right or remedy prevent any further, future or other exercise thereof or any other right or remedy. The rights and remedies existing by virtue of this NDA shall be cumulative and not exclusive of any rights or remedies provided by law.

7. DURATION OF THIS NDA

This NDA shall commence on the date first above written and shall continue for [***] or until both Parties agree in writing that such NDA is no longer needed and decide to cease it.


Notwithstanding the termination of the NDA, all Confidential information that will have been disclosed prior to the date of termination shall remain confidential except if such information ceases to be confidential for the reasons mentioned in Article 3 above.

Upon termination each Party shall, upon request of the other Party, return, at the requester’s costs, or destroy any Confidential Information received by the other Party.



8. MISCELLANEOUS

(a)
Neither Party shall publicly release any information relating to this NDA and the result of the discussions without the prior written consent of the other Party.

The invalidity, illegality or unenforceability of any provision of this NDA under any jurisdiction shall not affect the validity, legality or enforceability of any other provision hereof.
Each Party shall promptly advise the other in the event that it becomes aware of the possession, use or knowledge of any Confidential Information by any third party not authorized to possess, use or have such knowledge.

9. GOVERNING LAW AND ARBITRATION

9.1
THIS NDA SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

9.2
Each of the Company and AirbusLicensor and Licensee (i) hereby irrevocably submits itself to the exclusive jurisdiction of the courts sitting in the Borough of Manhattan, New York County, New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defence or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defence based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.





10. ASSIGNMENT; COUNTERPARTS

Neither Party shall assign or transfer any of its rights or obligations under this NDA without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

Notwithstanding the above, Airbus may assign this NDA, upon notice in writing to the other Party, to a company controlled by Airbus.

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.


IN WITNESS WHEREOF the Parties have executed this NDA on the date first above written, in two (2) original copies.

AIRBUS SAS
acting in its own name and in the name and on behalf of the Airbus Companies


Name:
Title:



DELTA AIR LINES, INC.


Name:
Title:














If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.

By: /s/ Christophe Mourey
Its: Senior Vice President Contracts

Accepted and Agreed

DELTA AIR LINES, INC.


By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet



CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIALLA 8-6

LETTER AGREEMENT NO. 8


As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]

Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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



WARRANTIES

Warranties and Service Life Policy

Standard Warranty

Subclause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following:

[***]

Seller Service Life Policy

Subclauses 12.2.2 and 12.2.3 of the Agreement are deleted in their entirety and replaced with the following:



“12.2.2 Periods and Seller’s Undertaking

Subject to the general conditions and limitations set forth in Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item within [***] to the Buyer, the Seller shall, at its own discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation in the cost as hereinafter provided, either:

(i)
design and furnish to the Buyer a correction for such Item subject to a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts unless a part of an Item), or

(ii)
replace such Item.

12.2.3 Seller’s Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which shall be determined in accordance with the following formula:

[***]
[***]

[***],

[***],

[***],

[***].

[***]

[***]

[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]


TECHNICAL PUBLICATIONS

Clause 14.6 of the Agreement is deleted in its entirety and replaced with the following:

“14.6 Revision Service

[***]

[***]


[***]

[***]

[***]

[***]:

[***].


[***]

[***]

[***]



[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]


[***]

[***]


[***]

[***]:

[***]:
[***],
[***].


[***]

[***]

[***]

[***]


[***]



[***]
[***], or
[***], or
[***], or
[***]

[***]
[***]
[***]

ASSIGNMENT

This Letter Agreement No. 8 and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

CONFIDENTIALITY

This Letter Agreement No. 8 is subject to the terms and conditions of Clause 22.7 of the Agreement.

COUNTERPARTS

This Letter Agreement No. 8 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).









If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.


By: /s/ Christophe Mourey
Its: Senior Vice President Contracts

Accepted and Agreed

DELTA AIR LINES, INC.

By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet




Form of the [***] Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT
RELATING TO PERFORMANCE DATA PROJECT

This Non Disclosure Agreement (hereinafter called the "NDA") is made on this ___ day of _______
BETWEEN

AIRBUS S.A.S., a French société par actions simplifiée, with its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 383 474 814 (hereinafter referred to as "Airbus")
AND

Delta Air Lines, Inc., incorporated under the laws of Delaware, with offices at 1050 Delta Boulevard, Atlanta GE 30320 (hereinafter referred to as the "Company")

(Each of them hereinafter referred to as "Party" or together as "Parties")

WHEREAS:

The Company and the Buyer have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.
As part of its commitment in the Agreement, Airbus has agreed [***].

C In order to protect any such information, the Parties have decided to enter into this NDA. For avoidance of doubt, the Airbus Companies shall not be deemed to be third parties and any such information may freely circulate among them.

NOW IT IS HEREBY AGREED AS FOLLOWS:

DEFINITIONS
In this NDA and unless otherwise defined herein, the following terms shall have the meanings set out below:
“Airbus Companies”
means Airbus S.A.S or its affiliates

"Confidential Information"
means any proprietary, confidential and sensitive commercial or technical information disclosed by the Disclosing Party (as defined below) to the Receiving Party (as defined below) in relation to or in anyway connected with the [***]




For avoidance of doubt, all and any version of Airbus specifications shall be considered as Confidential Information.

"Disclosing Party"
means Airbus;

"Employees"
means the employees, officers, directors, and agents of the Receiving Party;

"Receiving Party"
means the Company.

OBLIGATIONS OF THE RECEIVING PARTY

In consideration of its receipt of the Confidential Information from the Disclosing Party, the Receiving Party shall:

Treat all Confidential Information received from the Disclosing Party as proprietary and confidential and unless expressly authorized in writing to do so by the Disclosing Party, shall not disclose any Confidential Information to third parties (except as provided herein) and shall only use such Confidential Information for purposes relating to the support of its own operations and network planning activities. .

(b)
Only disseminate Confidential Information to Employees to the extent that such Employees have a demonstrable need to know the same in order to carry out their tasks in relation to the Project;

(c)
Ensure that all Employees who have access to Confidential Information are made aware of the confidential nature of the Confidential Information and of the obligations contained in this NDA;

(d)
Promptly notify the Disclosing Party if it becomes aware of a breach of any provision of this NDA by any of its Employees and take all the necessary measures to ensure that the disclosures in breach of this NDA cease immediately;

(e)
Except as authorized in writing by the Disclosing Party, only use, copy or reduce Confidential Information into tangible, visible or recorded form as is strictly necessary for the performance of the Project;



Protect the Confidential Information with at least the same degree of care as it uses to protect its own Confidential Information but in no instance shall such standard be less than reasonable care;

Not remove, alter or deface any designations relating to the confidential or proprietary nature of the Confidential Information;



LIMITS TO OBLIGATIONS ON THE RECEIVING PARTY

3.1 The obligations contained in Article 2 above shall not apply to Confidential Information:

Which is in the public domain at the time of disclosure or becomes part of the public domain after disclosure otherwise than through a breach of this NDA; or

For which the Receiving Party can provide evidence that it was in its lawful possession prior to disclosure to it by the Disclosing Party or which is lawfully and bona fide obtained thereafter by the Receiving Party from a third party who, to the knowledge or reasonable belief of the Receiving Party, did not receive such information directly or indirectly from the Disclosing Party when under a duty of confidentiality; or

For which the Receiving Party can provide proof that it was independently developed by the Receiving Party without prior knowledge of any Confidential Information obtained from the Disclosing Party.

3.2
The obligations contained in Article 2 shall not apply to a specific disclosure of Confidential Information if such disclosure meets one of the following conditions:

It has to be disclosed by reason of a governmental or judicial order or applicable law. In such a case, the Party having received such an order or being subject to such applicable law shall promptly inform the Disclosing Party of its obligation to disclose Confidential Information if possible prior to such disclosure and consult the Disclosing Party on the advisability of taking steps to limit the disclosure. If the Disclosing Party wishes to counter such order or applicable law, the Receiving Party shall provide reasonable assistance to it in doing so, at the Disclosing Party’s expense, provided that neither such time to consult, nor such reasonable assistance, shall compromise the obligation of the Party having received such an order to respond to such governmental or judicial order; or



(b)
It is further disclosed by the Receiving Party in confidence to any third party with the prior written consent of the Disclosing Party.

PROPRIETARY RIGHTS

Except as expressly stated in writing by the Disclosing Party, neither the disclosure pursuant to this NDA of Confidential Information nor anything contained in this NDA shall be construed as expressly or implicitly granting any rights to the Receiving Party in respect of any patent, copyright, license or other intellectual property right in force and belonging to or disclosed by, the Disclosing Party.

PROVISIONS IN CASE OF BREACH

Termination
If the Receiving Party has committed a breach of any provision of this NDA, the Disclosing Party shall have the right to terminate forthwith this NDA by written notice thereof and without prejudice to any other right, claim or remedy it may have at law or in contract. The Receiving Party shall, upon request from and at the discretion of the Disclosing Party, immediately return or destroy all copies of Confidential Information disclosed under or in relation to this NDA. All Confidential information disclosed between the parties before such termination shall remain confidential.

Traditional Remedies
In that situation, both parties keep their usual rights to seek remedies for their damages incurred by such violation by the Receiving Party or its representative(s).

Parties will be entitled to use other legal remedies available including, but not limited to injunction.

6. NO WAIVER

The Receiving Party agrees that no failure nor any delay in exercising on the part of the Disclosing Party any right or remedy under this NDA shall operate as a waiver thereof (in whole or in part), nor shall any single or partial exercise of any right or remedy prevent any further, future or other exercise thereof or any other right or remedy. The rights and remedies existing by virtue of this NDA shall be cumulative and not exclusive of any rights or remedies provided by law.

7. DURATION OF THIS NDA

This NDA shall commence on the date first above written and shall continue for [***] or until both Parties agree in writing that such NDA is no longer needed and decide to cease it.


Notwithstanding the termination of the NDA, all Confidential information that will have been disclosed prior to the date of termination shall remain confidential except if such information ceases to be confidential for the reasons mentioned in Article 3 above.

Upon termination each Party shall, upon request of the other Party, return, at the requester’s costs, or destroy any Confidential Information received by the other Party.



8. MISCELLANEOUS

(a)
Neither Party shall publicly release any information relating to this NDA and the result of the discussions without the prior written consent of the other Party.

The invalidity, illegality or unenforceability of any provision of this NDA under any jurisdiction shall not affect the validity, legality or enforceability of any other provision hereof.
Each Party shall promptly advise the other in the event that it becomes aware of the possession, use or knowledge of any Confidential Information by any third party not authorized to possess, use or have such knowledge.

9. GOVERNING LAW AND ARBITRATION

9.1
THIS NDA SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

9.2
Each of the Company and AirbusLicensor and Licensee (i) hereby irrevocably submits itself to the exclusive jurisdiction of the courts sitting in the Borough of Manhattan, New York County, New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defence or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defence based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.





10. ASSIGNMENT; COUNTERPARTS

Neither Party shall assign or transfer any of its rights or obligations under this NDA without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

Notwithstanding the above, Airbus may assign this NDA, upon notice in writing to the other Party, to a company controlled by Airbus.

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.


IN WITNESS WHEREOF the Parties have executed this NDA on the date first above written, in two (2) original copies.

AIRBUS SAS
acting in its own name and in the name and on behalf of the Airbus Companies


Name:
Title:



DELTA AIR LINES, INC.


Name:
Title:
















NON-DISCLOSURE AGREEMENT
RELATING TO [***]

This Non Disclosure Agreement (hereinafter called the "NDA") is made on this 15th day of December 2017.

BETWEEN

AIRBUS S.A.S., a French société par actions simplifiée, with its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 383 474 814 (hereinafter referred to as "Airbus")
AND

Delta Air Lines, Inc., incorporated under the laws of Delaware, with offices at 1050 Delta Boulevard, Atlanta GE 30320 (hereinafter referred to as the "Company")

(Each of them hereinafter referred to as "Party" or together as "Parties")

WHEREAS:

The Company and the Buyer have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.
A.
As part of its commitment in the Agreement, Airbus has agreed to [***]

C
In order to protect any such information, the Parties have decided to enter into this NDA. For avoidance of doubt, the Airbus Companies shall not be deemed to be third parties and any such information may freely circulate among them.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.
DEFINITIONS
In this NDA and unless otherwise defined herein, the following terms shall have the meanings set out below:
“Airbus Companies”
means Airbus S.A.S or its affiliates



"Confidential Information"
means any proprietary, confidential and sensitive commercial or technical information disclosed by the Disclosing Party (as defined below) to the Receiving Party (as defined below) in relation to or in anyway connected with the [***]


For avoidance of doubt, all and any version of Airbus specifications shall be considered as Confidential Information.

"Disclosing Party"
means Airbus;

"Employees"
means the employees, officers, directors, and agents of the Receiving Party;

"Receiving Party"
means the Company.





NDA BETWEEN DAL AND AIRBUS FOR A321NEO [***]


2.
OBLIGATIONS OF THE RECEIVING PARTY

In consideration of its receipt of the Confidential Information from the Disclosing Party, the Receiving Party shall:

(a)
Treat all Confidential Information received from the Disclosing Party as proprietary and confidential and unless expressly authorized in writing to do so by the Disclosing Party, shall not disclose any Confidential Information to third parties (except as provided herein) and shall only use such Confidential Information for purposes relating to the support of its own operations and network planning activities. .

(b)
Only disseminate Confidential Information to Employees to the extent that such Employees have a demonstrable need to know the same in order to carry out their tasks in relation to the Project;



(c)
Ensure that all Employees who have access to Confidential Information are made aware of the confidential nature of the Confidential Information and of the obligations contained in this NDA;

(d)
Promptly notify the Disclosing Party if it becomes aware of a breach of any provision of this NDA by any of its Employees and take all the necessary measures to ensure that the disclosures in breach of this NDA cease immediately;

(e)
Except as authorized in writing by the Disclosing Party, only use, copy or reduce Confidential Information into tangible, visible or recorded form as is strictly necessary for the performance of the Project;

(f)
Protect the Confidential Information with at least the same degree of care as it uses to protect its own Confidential Information but in no instance shall such standard be less than reasonable care;

(g)
Not remove, alter or deface any designations relating to the confidential or proprietary nature of the Confidential Information;



3.
LIMITS TO OBLIGATIONS ON THE RECEIVING PARTY

3.1
The obligations contained in Article 2 above shall not apply to Confidential Information:

(a)
Which is in the public domain at the time of disclosure or becomes part of the public domain after disclosure otherwise than through a breach of this NDA; or

(b)
For which the Receiving Party can provide evidence that it was in its lawful possession prior to disclosure to it by the Disclosing Party or which is lawfully and bona fide obtained thereafter by the Receiving Party from a third party who, to the knowledge or reasonable belief of the Receiving Party, did not receive such information directly or indirectly from the Disclosing Party when under a duty of confidentiality; or



(c)
For which the Receiving Party can provide proof that it was independently developed by the Receiving Party without prior knowledge of any Confidential Information obtained from the Disclosing Party.

3.2
The obligations contained in Article 2 shall not apply to a specific disclosure of Confidential Information if such disclosure meets one of the following conditions:


NDA BETWEEN DAL AND AIRBUS FOR A321NEO [***]

(a)
It has to be disclosed by reason of a governmental or judicial order or applicable law. In such a case, the Party having received such an order or being subject to such applicable law shall promptly inform the Disclosing Party of its obligation to disclose Confidential Information if possible prior to such disclosure and consult the Disclosing Party on the advisability of taking steps to limit the disclosure. If the Disclosing Party wishes to counter such order or applicable law, the Receiving Party shall provide reasonable assistance to it in doing so, at the Disclosing Party’s expense, provided that neither such time to consult, nor such reasonable assistance, shall compromise the obligation of the Party having received such an order to respond to such governmental or judicial order; or

(b)
It is further disclosed by the Receiving Party in confidence to any third party with the prior written consent of the Disclosing Party.

4.
PROPRIETARY RIGHTS

Except as expressly stated in writing by the Disclosing Party, neither the disclosure pursuant to this NDA of Confidential Information nor anything contained in this NDA shall be construed as expressly or implicitly granting any rights to the Receiving Party in respect of any patent, copyright, license or other intellectual property right in force and belonging to or disclosed by, the Disclosing Party.

5.
PROVISIONS IN CASE OF BREACH

(a)
Termination
If the Receiving Party has committed a breach of any provision of this NDA, the Disclosing Party shall have the right to terminate forthwith this NDA by written notice


thereof and without prejudice to any other right, claim or remedy it may have at law or in contract. The Receiving Party shall, upon request from and at the discretion of the Disclosing Party, immediately return or destroy all copies of Confidential Information disclosed under or in relation to this NDA. All Confidential information disclosed between the parties before such termination shall remain confidential.

(b)
Traditional Remedies
In that situation, both parties keep their usual rights to seek remedies for their damages incurred by such violation by the Receiving Party or its representative(s).

(c)
Parties will be entitled to use other legal remedies available including, but not limited to injunction.

6. NO WAIVER

The Receiving Party agrees that no failure nor any delay in exercising on the part of the Disclosing Party any right or remedy under this NDA shall operate as a waiver thereof (in whole or in part), nor shall any single or partial exercise of any right or remedy prevent any further, future or other exercise thereof or any other right or remedy. The rights and remedies existing by virtue of this NDA shall be cumulative and not exclusive of any rights or remedies provided by law.

7. DURATION OF THIS NDA

(a)
This NDA shall commence on the date first above written and shall continue for [***] or until both Parties agree in writing that such NDA is no longer needed and decide to cease it. Notwithstanding the termination of the NDA, all Confidential information that will have been disclosed prior to the date of termination shall remain confidential except if such information ceases to be confidential for the reasons mentioned in Article 3 above.



NDA BETWEEN DAL AND AIRBUS FOR A321NEO [***]

(b)
Upon termination each Party shall, upon request of the other Party, return, at the requester’s costs, or destroy any Confidential Information received by the other Party.



8. MISCELLANEOUS



(a)
Neither Party shall publicly release any information relating to this NDA and the result of the discussions without the prior written consent of the other Party.

(b)
The invalidity, illegality or unenforceability of any provision of this NDA under any jurisdiction shall not affect the validity, legality or enforceability of any other provision hereof.

(c)
Each Party shall promptly advise the other in the event that it becomes aware of the possession, use or knowledge of any Confidential Information by any third party not authorized to possess, use or have such knowledge.

9. GOVERNING LAW AND ARBITRATION

9.1
THIS NDA SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

9.2
Each of the Company and Airbus (i) hereby irrevocably submits itself to the exclusive jurisdiction of the courts sitting in the Borough of Manhattan, New York County, New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defence or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defence based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.



10. ASSIGNMENT; COUNTERPARTS

Neither Party shall assign or transfer any of its rights or obligations under this NDA without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.



Notwithstanding the above, Airbus may assign this NDA, upon notice in writing to the other Party, to a company controlled by Airbus.

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.




NDA BETWEEN DAL AND AIRBUS FOR A321NEO [***]


IN WITNESS WHEREOF the Parties have executed this NDA on the date first above written, in two (2) original copies.


AIRBUS SAS
acting in its own name and in the name and on behalf of the Airbus Companies

Name: /s/ Christophe Mourey

Title: Senior Vice President Contracts


DELTA AIR LINES, INC.

Name: /s/ Gregory A. May

Title: Senior Vice President - Supply Chain Management and Fleet




NDA BETWEEN DAL AND AIRBUS FOR A321NEO [***]


CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIALLA 8-6

LETTER AGREEMENT NO. 9

As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: [***]
Dear Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1
DEFINITIONS AND UNDERTAKINGS

1.1
For [***] (the “Term”), the Seller shall (i) maintain, or cause to be maintained, a stock of Seller Parts (as defined below), reasonably adequate to meet the requirements of the Buyer for the Aircraft, and (ii) sell and deliver such Seller Parts (in each case, together with all necessary documentation and data) in accordance with the provisions of this Letter Agreement.

1.2
For the purposes of this Letter Agreement, the term “Seller Parts” means the Seller's proprietary parts bearing a part number of the Seller or for which the Seller has the exclusive sales rights.


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2
DELIVERY

2.1
[***]

[***]:

(i)
[***]; and

(ii)
[***].

2.2
Emergency Services

During the Term, the Seller shall maintain, or cause to be maintained, [***]. Unless otherwise agreed by the Buyer in writing, the lead-times for delivery of such qualified answer to the Buyer shall not exceed:
(i)
[***];

(ii)
[***]; and

(iii)
[***].

2.3
[***]

[***]


3
PRICES

3.1
Price Condition

[***]
CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
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[***]

3.2
[***]

3.2.1
[***]

3.2.2
[***]

[***]

3.2.3
[***]


4
[***]

4.1
[***]:

(i)
[***], and

(ii)
[***].

4.2
[***]


5
[***]

Article 2.7 a) of Exhibit H to the Agreement is deleted in its entirety and replaced by the following:

“2.7 [***]

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a)
[***]


6
ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

7
CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Subclause 22.7 of the Agreement.

8
COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.






















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If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.



By: /s/ Christophe Mourey
Its: Senior Vice President Contracts


Accepted and Agreed

DELTA AIR LINES, INC.



By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet




CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
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LETTER AGREEMENT NO. 10


December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: MISCELLANEOUS

Ladies and Gentlemen:

Delta Air Lines, Inc. (“Buyer”) and Airbus S.A.S. (“Seller”), have entered into the Airbus A321 NEO Aircraft Purchase Agreement, dated of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of one hundred (100) firmly ordered A321 NEO Aircraft.


The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 10 certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement No. 10 have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement No. 10.

Both parties agree that this Letter Agreement No. 10 shall constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement No. 10 shall be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement No. 10 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement No. 10 shall govern.

1
[***]

[***]

2
[***]

2.1
[***]

2.2
[***]:

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
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(i)
[***], or

(ii)
[***].

2.3
[***],

(i) Subclauses [***] of the Agreement shall be deemed to read:

(6)
[***].

(9)
[***].

and

(ii)
[***].

2.4
The above commitments from the Seller are subject to the Buyer not being in default under [***] or the Agreement. Further, it is agreed and understood by the parties that any amounts that adjust in accordance with the Airframe Price Revision Formula or the Propulsion System Price Revision Formula shall be adjusted to the actual month and year of Delivery of such Undelivered Aircraft.


3
CLAUSE 0 - DEFINITIONS

3.1
Clause 0 of the Agreement is amended to delete the following defined term and replace it as follows:

“Development Changes - as defined in Subclause 2.2.3.”

3.2
Clause 0 of the Agreement is amended to add the following defined terms:

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[***]

[***]

4
CLAUSE 2 - SPECIFICATION

Subclause 2.2 of the Agreement is deleted in its entirety and replaced with Subclause 2.2 attached hereto as Appendix 1.

5
CLAUSE 3 - PRICE

Subclause 3.3 of the Agreement is deleted in its entirety and replaced with Subclause 3.3 and 3.4 attached hereto as Appendix 2.

6
CLAUSE 5 - PAYMENT TERMS

6.1
Subclause 5.4 of the Agreement is deleted in its entirety and replaced as follows:

“5.4
Payment of Other Amounts

5.4.1
[***]

5.4.2
Setoff/Application of Payments

[***]


- [***], or

-
[***], or

-
[***],

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
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[***].
”

6.2
Subclause 5.5 of the Agreement is deleted in its entirety and replaced as follows:

“5.5
Overdue Payments

If any payment due to the Seller is not received by the Seller on the date or dates as agreed upon between the Buyer and the Seller, the Seller shall have the right to claim from the Buyer, and the Buyer shall promptly pay to the Seller, upon receipt of such claim, interest (on the basis of a 365 day year) at a rate per annum equal to [***]. The Seller’s right to receive such interest shall be in addition to any other rights of the Seller hereunder or at law.”

7
CLAUSE 7 - CERTIFICATION

7.1
Subclause 7.3.3 of the Agreement is deleted in its entirety and replaced with the following:

[***]

7.2
A new Subclause 7.5 is added to the Agreement as follows:

“7.5 [***]

[***]

8
CLAUSE 8 - THE BUYER’S ACCEPTANCE

8.1
Subclause 8.1.2 of the Agreement is deleted in its entirety and replaced with the following:

[***]

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
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8.2
Subclause 8.2 of the Agreement is deleted in its entirety and replaced with the following:

“8.2 Use of Aircraft

The Seller shall be entitled to use any Aircraft prior to its Delivery to the Buyer:

(i)
[***],

(ii)
[***], or

(iii)
[***].

[***]

9
CLAUSE 9 - DELIVERY

Subclause 9.3 of the Agreement is deleted in its entirety and replaced with the following:

“9.3 Flyaway Expenses

9.3.1 [***]

9.3.2
[***]

10
CLAUSE 10 - EXCUSABLE DELAY

Clause 10 of the Agreement is deleted in its entirety and replaced with Clause 10 attached hereto as Appendix 3.

11
CLAUSE 11 - INEXCUSABLE DELAY

Clause 11 of the Agreement is deleted in its entirety and replaced with Clause 11 attached hereto as Appendix 4.

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12
CLAUSE 20 - INDEMNIFICATION AND INSURANCE

Clause 20 of the Agreement is deleted in its entirety and replaced with Clause 20 attached hereto as Appendix 5.


13
CLAUSE 21 - TERMINATION FOR CERTAIN EVENTS

Clause 21 of the Agreement is deleted in its entirety and replaced with Clause 21 attached hereto as Appendix 6.

14
ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

15
CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Subclause 22.7 of the Agreement.


16
COUNTERPARTS

This Letter Agreement No. 10 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).






CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
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If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.


By: /s/ Christophe Mourey
Its: Senior Vice President Contracts


Accepted and Agreed

DELTA AIR LINES, INC.


By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet




















CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
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APPENDIX 1


2.2 Specification Amendment

The parties understand and agree that the Specification may be further amended following signature of the Agreement in accordance with the terms of this Subclause 2.2.

2.2.1 Specification Change Notice

The Specification may be amended by written agreement between the parties substantially in the form set out in Exhibit B-1 (each, a “Specification Change Notice” or “SCN”). Each SCN shall set forth the particular Aircraft that would be affected by the SCN as well as, in detail, the particular changes to be made in the Specification, any materials to be deleted from the Aircraft by the Seller in connection with such SCN, and the effect, if any, of such changes on design, performance, weight, balance, Scheduled Delivery Month, Buyer Furnished Equipment and price of each Aircraft affected thereby and interchangeability or replaceability of parts.

2.2.2 Requests and Approvals

2.2.2.1
[***] If the Seller determines [***], the Seller shall (i) inform the Buyer of the technical results and (ii) provide the Buyer with an estimated commercial offer as well as the date by which acceptance of such offer shall be required. Following the Buyer’s acceptance of the technical and commercial offer, the Seller will produce an [***]. If such [***] by the Buyer, [***] shall be cancelled without charge to the Buyer.

2.2.2.2
In the event that the Buyer requests the Seller in writing to incorporate a proposed change (excluding Development Changes) in an Aircraft and the Seller agrees to such request but the change is not subsequently made the subject of an SCN for any reason (other than the Seller’s unreasonable refusal to sign the SCN or otherwise acting in bad faith), [***] and incurred by the Seller, provided that in the event the Seller’s reasonable estimate of the cost of developing such proposed change [***] after the Seller’s receipt of the Buyer’s request to incorporate a proposed change and secured the Buyer’s agreement prior to incurring any such costs.

2.2.3 Development Changes

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The Specification may also be amended to incorporate changes deemed necessary by the Seller to improve the Aircraft, prevent delay or ensure compliance with the Agreement (“Development Changes”), as set forth in this Subclause 2.2.3.

2.2.3.1 Manufacturer Specification Change Notices

The Specification may be amended by the Seller through a Manufacturer Specification Change Notice (“MSCN”), which shall be substantially in the form set out in Exhibit B-2 hereto, or by such other means as may be deemed appropriate, and shall set forth the particular Aircraft that are affected by the MSCN as well as, in detail, the particular changes to be made in the Specification, any materials to be deleted from the Aircraft by the Seller in connection with such SCN, and the effect, if any, of such changes on design, performance, weight, balance, Scheduled Delivery Month, Buyer Furnished Equipment and price of each Aircraft affected thereby and interchangeability or replaceability of parts.
Except when the MSCN is necessitated by an Aviation Authority directive or by equipment obsolescence, in which case the MSCN shall be accomplished without requiring the Buyer’s consent, if the MSCN adversely affects the performance, weight, Base Price, Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under the Specification, the Seller shall notify the Buyer of a reasonable period of time during which the Buyer must accept or reject such MSCN. If the Buyer does not notify the Seller of the rejection of the MSCN within such period, the MSCN shall be deemed accepted by the Buyer and the corresponding modification shall be accomplished; provided however, if the Buyer rejects an MSCN, neither the Specification nor the Base Price of the Aircraft shall change.

For the purposes of Subclause 2.2.3.1, the term “equipment obsolescence” refers to equipment which is no longer manufactured or available commercially.

2.2.3.2
In the event of the Seller revising the Specification to incorporate Development Changes which have no adverse effect on the performance, weight, Base Price, Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under the Specification, such revision shall be performed by the Seller without the Buyer’s consent. In such cases, the Buyer shall have access to the details of such changes through the relevant application in AirbusWorld.

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2.2.3.3
The Seller is considering turning certain items, which are currently BFE in the Specification, into Seller Furnished Equipment. If such BFE becomes Seller Furnished Equipment, it shall be excluded from the provisions of Subclauses 2.2.3.1 and 2.2.3.2 above and be chargeable to the Buyer, however, the price of such Seller Furnished Equipment shall not exceed the price of such BFE.

[***]

3.3 Taxes, Duties, and Imposts

3.3.1
[***]

3.3.2
[***]

3.3.3
[***]:

(i)
[***]; and

(ii)
[***].

3.3.4
It is expressly understood and agreed that [***].

3.3.5
It is expressly understood and agreed that [***].

3.3.6
[***]

3.3.7
[***]

3.3.8
[***]

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
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3.3.9
[***]

3.3.10
[***]

3.4 [***]

3.4.1
[***]

[***]

3.4.2 [***]

[***]

[***]

(i)
[***], and

(ii)
[***]

(iii)
[***]

(iv)
[***]


3.4.3
[***]

(i)
[***]

(ii)
[***]


CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
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3.4.4
[***]

[***]

(i)
[***]

(ii)
[***]

[***]

3.4.5
[***]

(i)
[***]

(ii)
[***]

(iii)
[***]

[***]

[***]

(iv)
[***]


3.4.7 [***]

[***]

3.4.8 [***]

[***]

CT1707017 PA A321 NEO EXECUTION PRIVILEGED AND CONFIDENTIAL
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3.4.9
[***]
(i)
[***]

(ii)
[***]:

a.
[***]; and

b.
[***]; and

c.
[***]; or

d.
[***].


(iii)
[***].
3.4.10
[***]

[***]

[***]


[***]

[***]
[***]


[***]

[***].
[***]
[***]
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APPENDIX 3
10 EXCUSABLE DELAY

10.1 Scope

The Seller shall not be responsible for or be deemed to be in default on account of delays in Delivery or failure to deliver or otherwise in the performance of the Agreement or any part hereof [***].


[***]

[***]

10.2 Unanticipated Delay

If the Delivery of any Aircraft is delayed by reason of an Excusable Delay for a period of more than [***].

10.3 Anticipated Delay

In respect of any Aircraft, the Seller may [***].

10.4 Delivery Date

[***]

10.5 Lost, Destroyed or Damaged Aircraft

In the event that prior to Delivery any Aircraft is lost, destroyed or damaged beyond economic repair, the Seller shall notify the Buyer in writing [***] after such event. Such notice shall specify the earliest date, consistent with the Seller’s other contractual commitments and production capabilities, by which the Seller would be able to deliver a replacement for such Aircraft. [***] In the event of termination of the Agreement as to a particular Aircraft as a result of such loss, destruction or damage the obligations and liabilities of the parties hereunder with respect to such Aircraft shall be discharged. [***]

10.6
[***]

10.7 REMEDIES
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[***]

10.8 [***]

[***]:

(i)
[***], and

(ii)
[***].



APPENDIX 4

11 INEXCUSABLE DELAY

11.1 [***]

[***]

11.2 [***]

[***]

11.3 Written Claim

The Buyer’s right to recover such damages in respect of an Aircraft is conditional upon a claim therefor being submitted in writing to the Seller by the Buyer no later than [***] after the date when such Aircraft was scheduled to have been Ready For Delivery.

11.4 [***]

[***]

[***]:
(i)
[***],
(ii)
[***], or
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(iii)
[***], or

(iv)
[***]

(v)
[***]

(vi)
[***]


[***].

[***]:

(i)
[***], and

(ii)
[***].

11.5 [***]

[***]

11.6 [***]

[***]

11.7 REMEDIES

[***]

11.8
[***]

11.9
[***]

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APPENDIX 5

20 INDEMNIFICATION AND INSURANCE


20.1
[***]:

(A)
[***], and

(B)
[***].

20.2
[***]:

(A)
[***], and

(B)
[***].

20.3
[***] Upon receipt of such notice, the Indemnitor (unless otherwise agreed by the Indemnified Party and the Indemnitor) shall assume and conduct the defense, or settlement, of such claim or suit. [***] Notice of the claim or suit shall be accompanied by all information pertinent to the matter as is reasonably available to the Indemnified Party and shall be followed by such cooperation by the Indemnified Party as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor.

If the Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 20, the Indemnified Party [***].

20.4 Insurance

[***]:

(A)
[***], and

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(B)
[***].

[***]:

(i)
[***],

(ii)
[***], and

(iii)
[***].

APPENDIX 6


21 TERMINATION FOR CERTAIN EVENTS

21.1
Any of the following shall be considered a material breach of, [***] (“Material Breach”):

(1)
[***], the Buyer [***] shall commence any case, proceeding or other action with respect [***] or the Buyer in any jurisdiction relating to bankruptcy, insolvency, reorganization or relief from debtors or seeking a reorganization, arrangement, winding-up, liquidation, dissolution or other relief with respect to its debts and such case, proceeding or action is not dismissed [***].

(2)
An action is commenced seeking the appointment of a receiver, trustee, custodian or other similar official for [***] or the Buyer for all or substantially all of its assets and such action is not stayed or dismissed [***], or the Seller or the Buyer makes a general assignment for the benefit of its creditors.

(3)
An action is commenced against the [***] the Buyer seeking [***].

(4)
[***]

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(5)
[***]

(6)
The Buyer fails to make any [***] Payment required to be made pursuant to the Agreement when such payment comes due or fails to make payment [***] required to be made pursuant to Subclause 5.3 of the Agreement.

(7)
[***]

(8)
[***]

(9)
[***]

(10)
[***]

(11)
[***]

21.2
[***]





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LETTER AGREEMENT NO. 11

As of December 15, 2017

Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320

Re: SHORT FORM FOR AIRBUS ANCILLARY PRODUCTS OR SERVICES

Ladies and Gentlemen,

Delta Air Lines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Airbus A321 NEO Aircraft Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 11 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

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

1
DELTA SHORT FORM

For goods and services (including software and software as a service) of the types listed below to be sold or licensed by the Seller, or its designee, to the Buyer from and after the date hereof, the Seller, or its designee, and the Buyer will, to the extent practicable, use an agreement in substantially the form set forth as Appendix A (the “Delta Short Form”):

(i) software,
(ii) software as a service,
(iii) technical advisory services,
(iv) upgrade services,
(v) aircraft flight and training services and
(vi) materials and logistics (including AMI, Airbus parts consignments repairs and leases).

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For the sale of other goods and services the Seller, or its designee, will make reasonable efforts to use the Delta Short Form as the applicable sale agreement.

2
ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties shall not be assigned or transferred in any manner without the prior written consent of the Seller and any attempted assignment or transfer in contravention of this provision shall be void and of no force or effect.

3
CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Subclause 22.7 of the Agreement.

4
COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.


[Remainder of Page Intentionally Left Blank].




















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If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.


By: /s/ Christophe Mourey
Its: Senior Vice President Contracts

Accepted and Agreed

DELTA AIR LINES, INC.

By: /s/ Gregory A. May
Its: Senior Vice President - Supply Chain Management and Fleet






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APPENDIX A



[***]




Exhibit A to Appendix A



[***]



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Exhibit 10.16
DELTA AIR LINES, INC. 2023 LONG-TERM INCENTIVE PROGRAM
AWARD AGREEMENT

Date of this Agreement:
Grant Date:
[Participant]
This Award Agreement (the “Agreement”) describes the terms of your long-term incentive program award (the “Award”) under the Delta Air Lines, Inc. Performance Compensation Plan (the “Plan”) for 2023 (the “2023 LTIP”). Capitalized terms that are used but not otherwise defined in this Agreement have the meaning set forth in the Plan. For this Award to remain effective, you must accept the Award in accordance with Section 9 on or before the date that is 30 calendar days after the date of this Agreement (the “Acceptance Date”). If you do not accept the Award as required, the Award and this Agreement will become void and of no further effect as of 5:00 p.m. Eastern Time on the Acceptance Date.
1.    Summary of Award. Your Award will include a [cash] Performance Award, [performance-based Restricted Stock Units][a share-based Performance Award of Performance Restricted Stock Units] (“PRSUs”) [and a cash Award (“Cash Award”)/[Restricted Stock],] as described below. Terms applicable to your Award are included in Appendix A to this Agreement.
(a)    [Cash] Performance Award. You are hereby awarded, on the Grant Date above (the “Grant Date”), a [cash] Performance Award with a target value of [AMOUNT].   
(b)    Performance Restricted Stock Units. You are hereby awarded, on the Grant Date, [a share-based Performance Award of] [NUMBER] PRSUs (“Target PRSU Award”).
[(c)    Cash Award. You are hereby awarded, on the Grant Date, a Cash Award in the amount of $[AMOUNT].] OR
[c)    Restricted Stock. You are hereby awarded, on the Grant Date, [NUMBER] Shares of Restricted Stock.]
2.    Restrictive Covenants. In exchange for the Award, you hereby agree as follows:
(a)    Confidential or Proprietary Information
(i)    You acknowledge that, during the term of your employment with Delta Air Lines, Inc., its subsidiaries and/or affiliates (“Delta” or the “Company”), you had access to and acquired and will continue to have access to and acquire knowledge of, non-public, secret, confidential and proprietary documents, materials and other information, in tangible and intangible form (including, without limitation, retained mental impressions), of and relating to Delta and its businesses and existing and prospective customers, vendors, partners, investors and associated third parties, and other persons and entities that have entrusted documents, materials or information to Delta in confidence (collectively “Confidential or Proprietary Information”). You hereby agree that you will hold in a fiduciary capacity for the benefit of Delta, and shall not directly or indirectly make use of, on your own behalf or on behalf of others, or disclose to any person, concern or entity, any Confidential or Proprietary Information, whether or not such Confidential or Proprietary Information was developed or compiled by you and whether or not you were previously authorized to access or use such Confidential or Proprietary Information. You understand and agree that Confidential or Proprietary Information developed or compiled by you in the course of your employment with Delta is subject to


the terms and conditions of this Agreement as if Delta furnished the same Confidential or Proprietary Information to you in the first instance. You understand and acknowledge that your confidentiality obligations under this Agreement shall continue until five years after your Termination of Employment; provided that the confidentiality obligation for Confidential or Proprietary Information consisting of Trade Secrets (as defined in Section 2(b)) shall remain in effect for so long as governing law allows.
(ii)    For purposes of this Agreement, Confidential or Proprietary Information includes, but is not limited to, any information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to any of the following, whether related to Delta or any existing or prospective customers, vendors, partners, investors or associated third parties of Delta, or of any other person or entity that has entrusted information to Delta in confidence: Trade Secrets; business processes, practices, policies, procedures and methods of operation; product and service development plans and strategies; business development plans and strategies; research development plans and strategies; plans, strategies and agreements related to the sale of assets; marketing and sale of repair and maintenance of aircraft for third parties; marketing, alliance, advertising and sales plans and strategies; techniques, ideas, know-how, concepts, technologies, processes, inventions, discoveries, developments, drawings, sketches, notes, unpublished patent applications, reports and original works of authorship; software, data, databases, algorithms, experimental processes and results; manuals, records, device specifications and configurations; existing or prospective agreements, contracts, negotiations and associated terms, plans and strategies; alliance agreements, plans and processes; pricing information and lists; customer lists, information, plans and strategies; supplier and vendor lists, information, plans and strategies; financial and accounting information, records and projections; financial and advertising plans and strategies; personnel data; compensation and incentive programs for employees; personally identifiable information regarding employees, contractors, applicants and others; and training plans and strategies. You understand and acknowledge that the above list is not exhaustive and that Confidential or Proprietary Information also includes other information that is marked or otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.
(iii)    The term “Confidential or Proprietary Information” does not include information that has: (A) become generally available to the public by the act of one who has the right to disclose such information; (B) been independently developed and disclosed by others; and (C) otherwise entered the public domain through lawful means. Nothing in this Agreement is intended, or shall be construed, to limit the protections of any applicable law protecting confidential or proprietary information.
(b)    Trade Secrets
(i)    You further acknowledge that, during the term of your employment with Delta, you had access to and acquired and will continue to have access to and acquire knowledge of, Confidential or Proprietary Information that fits within the definition of “trade secrets” under the law of the State of Georgia and/or the law of the United States, including, without limitation, information regarding Delta’s present and future operations; its financial operations; research and development plans and strategies; marketing plans and strategies; alliance agreements and relationships; its compensation and incentive programs for employees; the business methods used by Delta and its employees and
2


existing and prospective customers, vendors, consultants, partners, investors and other associated third parties; and other information which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (each, a “Trade Secret”). You hereby agree that, for so long as such information remains a Trade Secret as defined by Georgia law and/or the law of the United States, you will hold in a fiduciary capacity for the benefit of Delta and will not directly or indirectly make use of, on your own behalf or on behalf of others, any Trade Secret, or transmit, reveal or disclose any Trade Secret to any person, concern or entity. Nothing in this Agreement is intended, or shall be construed, to limit the protections of any applicable law protecting trade secrets.
(ii)    You are notified by the virtue of this provision that the Defend Trade Secrets Act of 2016 (the “DTSA”) provides for immunity from liability under any federal or state trade secret law for any confidential disclosure of a trade secret as defined by the DTSA that is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if that disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(c)    Employee/Customer Non-Solicitation Agreement. During the term of your employment with Delta and during the two-year period following your Termination of Employment, you will not directly or indirectly (on your own behalf or on behalf of any other person, company, partnership, corporation or other entity) (i) employ or solicit for employment any individual who is a management or professional employee of Delta for employment with any entity or person other than Delta or encourage or induce any such person to terminate their employment with Delta or (ii) induce or attempt to induce any customer or prospective customer, supplier, licensee or other business relation of Delta to cease doing business with Delta or in any way interfere with the relationship between Delta and any customer, supplier, licensee or other business relation of Delta. The restrictions set forth in clause (i) shall be limited to those Delta management or professional employees who: (A) were employed by Delta during your employment in a supervisory or administrative job with Delta and (B) with whom you had material professional contact during your employment with Delta.
(d)    Non-Competition Agreement
(i)    You acknowledge and agree with the following:
(A)    Delta competes in a worldwide air transportation market that includes passenger transportation and services, air cargo services, repair and maintenance of aircraft for third parties, vacation wholesale and refinery operations, and Delta’s business is both domestic and international in scope;
(B)    the airlines listed or described below and the related businesses listed on Exhibit 1 hereto are particular competitors to Delta and your employment or consulting with any of the listed or described entities would create more harm to Delta than would your possible employment or consulting with other companies;
(C)    you have been and are closely involved in the planning for or the direction of critical components of Delta’s operation and business and have developed or supplemented your expertise and skills as the result of such activities with Delta, and the use of such skills or disclosure of the details of such skills or knowledge
3


to a competitor of Delta would be detrimental to Delta’s legitimate business interests; and
(D)    the restrictions imposed by this Section 2(d) will not prevent you from earning a livelihood, given both the broad demand for the type of skills you possess as well as the large number of worldwide and domestic passenger and cargo air carriers and related businesses not included in Section 2(d)(ii) or Exhibit 1 hereto.
(ii)    During the term of your employment with Delta and for the two-year period following your Termination of Employment, you will not on your own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, whether as an employee, consultant, partner or in any other capacity, provide services that are the same or similar to the services of the type conducted, authorized, offered or provided by either you or any other executive, key or professional employee of Delta or any of its subsidiaries/divisions on the Grant Date (or within two years prior to your Termination of Employment), to:         
(A)    any of the following entities (including any successors thereto), any airline alliances (including Star Alliance and Oneworld) or airline industry associations (including Airlines for America and International Air Transport Association) in which such entity participates, and any partially or wholly owned subsidiary or joint venture of such entity that operates an airline or a business operated by Delta as of the Grant Date: Alaska Air Group, Inc., Amazon Air, American Airlines Group, Inc., Frontier Group Holdings, Inc., Jet Blue Airways Corporation, Southwest Airlines Co., Spirit Airlines, Inc., United Airlines Holdings, Inc., Avianca S.A., Emirates Group, Etihad Airways P.J.S.C., International Consolidated Airlines Group, S.A. or Qatar Airways Company Q.C.S.C.;
(B)    any passenger or cargo air carrier that is more than 25% owned by Emirates Group, Etihad Airways P.J.S.C. or Qatar Airways Company Q.C.S.C.;
(C)    if not included in clause (A) or (B) above, any foreign air carrier that operates passenger or cargo service into the United States or its territories more than 35 flights per week for more than six months in any rolling 12-month period; provided, however, this clause (C) shall not apply to employment with LATAM Airlines Group S.A. or Delta profit sharing joint venture partners Aerovías de Mexico, S.A. de C.V. (Aeromexico), Air France KLM Group, Korean Air Lines Co., LTD or Virgin Atlantic Airways Limited; or
(D)    any of the entities listed on Exhibit 1 hereto, provided that you (1) are employed by a Delta subsidiary or you have a significant role with and spend more than 75% of your time providing services to a Delta subsidiary or (2) are employed in Delta’s TechOps or Delta Connection division.    
These restrictions will apply to the territory over which you have responsibility on the Grant Date (or had responsibility for at the time of your Termination of Employment), which territory you acknowledge to be co-extensive with the cities encompassed by Delta’s worldwide route structure as it exists as of the Grant Date, or the date of your Termination of Employment, as appropriate.
(iii)    Nothing in this Section 2(d) will restrict your employment in any position, function, or role with any airline or entity not defined in Section 2(d) or Exhibit 1 hereto. Further,
4


notwithstanding anything in this Section 2(d) to the contrary, these restrictions shall not apply to employment with Airco Aviation Services, LLC (“Airco”), or its wholly owned subsidiaries, including Unifi Aviation, LLC, for any period during which Delta owns at least 40% of Airco.   
(e)    Return of Property. You hereby agree that all property belonging to Delta, including records, files, memoranda, reports and personnel information (including corporate records, benefit files, training records, customer lists, operating procedure manuals, safety manuals, financial statements, price lists and the like), relating to the business of Delta, whether in physical or electronic form, with which you come in contact in the course of your employment (hereinafter “Delta’s Materials”) shall, as between the parties hereto, remain the sole property of Delta. You hereby warrant that you will promptly return all originals and copies of Delta’s Materials to Delta at the time your employment terminates.
(f)    No Statements. You hereby agree that you will not, both during the term of your employment with Delta and after your Termination of Employment, (i) make any oral or written statement to the news media, in any public forum, or to any business competitive with Delta concerning any actions or inactions by Delta or any of its current or former subsidiaries or Affiliates or any of their present or former officers, directors, or employees (the “Delta Parties”), relative to the Delta Parties’ compliance with any state, federal or local law or rule or (ii) make any oral or written statement or take any other action that disparages or criticizes the Delta Parties, including, but not limited to, any such statement that damages the Delta Parties’ good reputation or impairs their normal operations or activities.
(g)    Cooperation. You hereby agree that you will, both during the term of your employment with Delta and after your Termination of Employment, to the extent requested in writing and reasonable under the circumstances, cooperate with and serve in any capacity requested by Delta in any pending or future litigation or other legal matter in which Delta has an interest and regarding which you, by virtue of your employment with Delta, have knowledge or information relevant to the litigation or matter.
(h)    Clawback. If you are an officer of Delta at or above the Vice President level, you hereby agree that if the Committee determines that you have engaged in fraud or misconduct that caused, in whole or in part, the need for a required restatement of Delta’s financial statements filed with the U.S. Securities and Exchange Commission, the Committee will review all incentive compensation awarded to or earned by you, including, without limitation, your Award, with respect to fiscal periods materially affected by the restatement and may recover from you all such incentive compensation to the extent the Committee deems appropriate after taking into account the relevant facts and circumstances. Any recoupment hereunder may be in addition to any other remedies that may be available to Delta under applicable law, including disciplinary action up to and including termination of employment.
(i)    Insider Trading Policy. You understand that you are subject to the Delta Air Lines, Inc. Insider Trading Policy, as in effect from time to time, and you are responsible for reading, understanding and complying with the policy, including the prohibitions against hedging and pledging of Delta Common Stock.
(j)    Former Employee Vendor Policy. You hereby agree that, during the one-year period following your Termination of Employment, you will be subject to and shall comply with Delta’s Restriction on Former Employees’ Work with Vendors policy, as in effect from time to time.
3.    Dispute Resolution
(a)    Arbitration. You hereby agree that, except as expressly set forth below, all disputes and any claims arising out of or under or relating to the Award or this Agreement, including, without limitation, any dispute or controversy as to the validity, interpretation, construction, application, performance, breach or enforcement of this Agreement or any of its terms, shall be submitted for and
5


settled by mandatory, final and binding arbitration in accordance with the Commercial Arbitration Rules then prevailing of the American Arbitration Association. Unless an alternative locale is otherwise agreed to in writing by the parties to this Agreement, the arbitration shall be conducted in Atlanta, Georgia. The arbitrator will apply Georgia law to the merits of any dispute or claim without reference to rules of conflicts of law. Any award rendered by the arbitrator shall provide the full remedies available to the parties under the applicable law and shall be final and binding on each of the parties hereto and their heirs, executors, administrators, successors and assigns and judgment may be entered thereon in any court having jurisdiction. You hereby consent to the personal jurisdiction of the state and federal courts in the State of Georgia with venue in Atlanta for any action or proceeding arising from or relating to any arbitration under this Agreement. The prevailing party in any such arbitration shall be entitled to an award by the arbitrator of all reasonable attorneys’ fees and expenses incurred in connection with the arbitration. However, Delta will pay all fees associated with the American Arbitration Association and the arbitrator. All parties must initial here for this Section 3 to be effective:

___________________ [Participant]

___________________ Delta Air Lines, Inc., Kelley Elliott, Vice President – Total Rewards

(b)    Injunctive Relief in Aid of Arbitration; Forum Selection. You hereby acknowledge and agree that the provisions contained in Section 2 are reasonably necessary to protect the legitimate business interests of Delta and that any breach of any of these provisions will result in immediate and irreparable injury to Delta for which monetary damages will not be an adequate remedy. You further acknowledge that if any such provision is breached or threatened to be breached, Delta will be entitled to seek a temporary restraining order, preliminary injunction or other equitable relief in aid of arbitration in any court of competent jurisdiction without the necessity of posting a bond restraining you from continuing to commit any violation of the covenants, and you hereby irrevocably consent to the jurisdiction of the state and federal courts of the State of Georgia, with venue in Atlanta, which shall have jurisdiction to hear and determine any claim for a temporary restraining order, preliminary injunction or other equitable relief brought against you by Delta in aid of arbitration.
(c)    Consequences of Breach. Furthermore, you acknowledge that, in partial consideration for the Award described in this Agreement, Delta is requiring that you agree to and comply with the terms of Section 2, and you hereby agree that, without limiting any of the foregoing, should you violate any of the covenants included in Section 2, you will not be entitled to and shall not receive any Awards under the 2023 LTIP as set forth in this Agreement and any outstanding Awards will be forfeited.
(d)    Tolling. You further agree that in the event the enforceability of any of the restrictions as set forth in Section 2 are challenged and you are not preliminarily or otherwise enjoined from breaching such restriction(s) pending a final determination of the issues, then, if an arbitrator or upon review of any arbitrator’s decision, a court, concludes that the challenged restriction(s) is enforceable, any applicable time period related to the challenged restriction set forth in Section 2 shall be deemed tolled upon the filing of the arbitration or action seeking injunctive or other equitable relief in aid of arbitration, whichever is first in time, until the dispute is finally resolved and all periods of appeal have expired.
(e)    Governing Law. Unless governed by federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to principles of conflicts of laws of that State.
6


(f)    Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF, UNDER, IN CONNECTION WITH, OR IN ANY WAY RELATED TO THIS AGREEMENT. THIS INCLUDES, WITHOUT LIMITATION, ANY DISPUTE CONCERNING ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF DELTA OR YOU, OR ANY EXERCISE BY DELTA OR YOU OF OUR RESPECTIVE RIGHTS UNDER THIS AGREEMENT OR IN ANY WAY RELATING TO THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR DELTA TO ISSUE AND ACCEPT THIS AGREEMENT.
4.    Validity; Severability. In the event that one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such holding shall not affect any other provisions in this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. The invalidity, illegality or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.
5.    Authority of the Committee. You acknowledge and agree that the Committee has the sole and complete authority and discretion to construe and interpret the terms of this Agreement. All determinations of the Committee shall be final and binding for all purposes and upon all persons, including, without limitation, you and the Company and your heirs and its successors. The Committee shall be under no obligation to construe this Agreement or treat the Award in a manner consistent with the treatment provided with respect to other Awards or Participants.
6.    Amendment. This Agreement may not be amended or modified except by written agreement signed by you and Delta; provided, however, you acknowledge and agree that Delta may unilaterally amend the clawback provision set forth in Section 2(h) to the extent required to be in compliance with any applicable law or regulation or Delta’s internal clawback policy, as it may be amended from time to time.
7.    Acknowledgement; Electronic Delivery. By signing this Agreement, you (a) acknowledge that you have had a full and adequate opportunity to read this Agreement and you agree with every term and provision herein, including, without limitation, the terms of Sections 2, 3, 4, 5, 6 and, if applicable, Exhibit 1 hereto; (b) agree, on behalf of yourself and on behalf of any designated beneficiary and your heirs, executors, administrators and personal representatives, to all of the terms and conditions contained in this Agreement and the Plan; and (c) consent to receive all material regarding any awards under the Plan, including any prospectuses, from the Company or a third party designated by the Company, electronically with an e-mail notification to your work e-mail address.
8.     Entire Agreement. This Agreement, together with the Plan (the terms of which are made a part of this Agreement and are incorporated into this Agreement by reference), constitute the entire agreement between you and Delta with respect to the Award.
9.    Acceptance of this Award. If you agree to all of the terms of this Agreement and would like to accept this Award, you must sign and date this Agreement where indicated below and, if you do not accept the Award electronically, return an original signed version of this Agreement to the Company’s Executive Compensation group, either by hand or by mail to Department 936, P.O. Box 20706, Atlanta, Georgia 30320, as set forth on page 1 of this Agreement. Delta hereby acknowledges and agrees that its legal obligation to make the Award to you shall become effective when you sign this Agreement.
10.    Fractions. Any calculation under the 2023 LTIP that results in a fractional amount will be rounded to two decimal points.
7


11.    Potential Reduction in Payments Due to Excise Tax. In the event that a Participant becomes entitled to benefits under this Agreement, then such benefits, together with any payment or consideration in the nature of value or compensation to or for the Participant’s benefit under any other agreement with or plan of Delta, shall be subject to reduction as set forth in Section 4(e) of the Delta Air Lines, Inc. Officer and Director Severance Plan, which relates to the excise tax under Section 4999 of the Code.
12.    Section 409A of the Code. To the extent required to be in compliance with Section 409A of the Code, and the regulations promulgated thereunder (together, “Section 409A”), notwithstanding any other provision of the Plan, (a) any payment or benefit to which a Participant is eligible with respect to the 2023 LTIP, including a Participant who is a “specified employee” as defined in Section 409A, shall be adjusted or delayed and (b) any term of the 2023 LTIP may be adjusted in such manner as to comply with Section 409A and maintain the intent of the 2023 LTIP to the maximum extent possible. More specifically, to the extent any payment provided to a Participant under the 2023 LTIP constitutes non exempted deferred compensation under Section 409A and the Participant is at the time of the Participant’s Termination of Employment considered to be a “specified employee” pursuant to the Company’s policy for determining such employees, the payment of any such non exempted amount and the provision of such non exempted benefits will be delayed for six months following the Participant’s separation from service. Notwithstanding the foregoing, Delta shall not have any liability to any Participant or any other person if any payment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and does not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A.

* * * *
You and Delta, each intending to be bound legally, agree to the matters set forth above by signing this Agreement, all as of the date set forth below.


DELTA AIR LINES, INC.
By:
Name: Kelley Elliott
Title: Vice President—Total Rewards

PARTICIPANT
[PARTICIPANT]
Date:

8


Exhibit 1
Subsidiary and Company Division Competitors
1.    If you are employed by, or you have a significant role with and spend more than 75% of your time providing services to Delta Vacations, LLC, the following entities, (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 2(d)(ii)(D) of this Agreement: ALG Vacations; Classic Vacations, LLC; Costco Travel; FC USA, Inc.; Sun Country Vacations; and Travel Impressions.
2.    If you are employed by, or you have a significant role with and spend more than 75% of your time providing services to Monroe Energy, LLC, the following entities, (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 2(d)(ii)(D) of this Agreement: Energy Transfer LP; PBF Energy Inc.; Phillips 66 Company; and Sunoco LP.
3.    If you are employed by, or you have a significant role with and spend more than 75% of your time providing services to Endeavor Air, Inc., the following entities, (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 2(d)(ii)(D) of this Agreement: Air Wisconsin Airlines Corporation; CommutAir; Envoy Air, Inc.; Horizon Air Industries, Inc.; Jazz Aviation , LP; Mesa Air Group, Inc.; Piedmont Airlines, Inc.; PSA Airlines, Inc.; Republic Airways Holdings Inc.; Skywest, Inc.; and Trans States Holdings, Inc.
4.    If you are employed by the Company in its TechOps division, the following entities(including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 2(d)(ii)(D) of this Agreement: AAR Corp.; GE Aviation Service Operation LLP, GE Aviation Systems Group Limited, GE Aviation Systems North America, Inc. GE Aviation UK; Honeywell International , Inc.; Hong Kong Aircraft Engineering Company LTD (HAECO) (Americas and international); Lufthansa Technik AG; the MTU Maintenance businesses of MTU Aero Engines (domestic and international); Pratt & Whitney; Singapore Technologies Aerospace Ltd.; and United Technologies Corporation.
5.    If you are employed by the Company in its Delta Connection division, the following entities (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 2(d)(ii)(D) of this Agreement: Air Wisconsin Airlines Corporation; CommutAir; Envoy Air, Inc.; Horizon Air Industries, Inc.; Jazz Aviation , LP; Mesa Air Group, Inc.; Piedmont Airlines, Inc.; PSA Airlines, Inc.; Republic Airways Holdings Inc.; Skywest, Inc.; and Trans States Holdings, Inc.
6.    If you are employed by, or you have a significant role with and spend more than 75% of your time providing services to Delta Material Services, LLC, the following entities, (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 2(d)(ii)(D) of this Agreement: AAR Corp; AerSale, Inc.; AJ Walter Aviation Limited; GA Telesis, LLC; Unical Aviation, Inc.; and VAS Aero Services, LLC.
7.    If you are employed by, or you have a significant role with and spend more than 75% of your time providing services to Delta Flight Products, LLC, the following entities, (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 2(d)(ii)(D) of this Agreement: Airbus SE; Collins Aerospace; EnCore Aerospace LLC; Gulfstream Aerospace Corporation (excluding corporate parent); Hong Kong Aircraft Engineering Company Limited(HAECO); JAMCO Corporation; Panasonic Avionics Corporation (excluding corporate parent); Safron Group; ST Engineering Aerospace; Thales Group; and The Boeing Company.


APPENDIX A
The terms of this Appendix A shall apply to the Award set forth in this Agreement. Capitalized terms that are used but not otherwise defined in this Agreement have the meaning set forth in the Plan. For purposes of Appendix A, you are referred to as a “Participant.”
A.    [Cash] Performance Award
1.    Payout Criteria and Form of Payment. Except as otherwise expressly set forth in this Section A, payment, if any, of a Performance Award will be based on the Company’s performance during the period beginning on January 1, 2023 and ending on and including December 31, 2025 (the “Performance Period”). The actual payout, if any, of a Performance Award will be determined by the Committee pursuant to the achievement of certain performance criteria established by the Committee to measure the Company’s performance during the Performance Period (the “Performance Measures”). A description of the Performance Measures and amounts to be earned, if any, for the various levels of performance, which shall not exceed 200% of the target level, will be communicated to Participants in such manner as the Committee deems appropriate. The payout, if any, of a Performance Award will be made in cash.
2.     Vesting. Subject to the terms of the Plan and all other conditions included in this Agreement, the Performance Award shall vest as of the end of the Performance Period to the extent that the Company’s actual results with respect to the Performance Measures meet or exceed threshold level. Any portion of a Performance Award that does not vest at the end of the Performance Period will immediately lapse and become void.
3.    Timing of Payment. The payout, if any, of a Performance Award that vests under Section A.2 will be made as soon as practicable after the Committee certifies the achievement of the Performance Measures and the payment amount can be finally determined, but in no event later than March 15, 2026, unless it is administratively impracticable to do so and such impracticability was not foreseeable at the end of 2025, in which case such payment shall be made as soon as administratively practicable after March 15, 2026.
4.    Accelerated Vesting/Forfeiture upon Terminations of Employment [Occurring Prior to October 1, 2023]. Effective for Terminations of Employment [that occur prior to October 1, 2023], the Performance Award is subject to the following terms and conditions:
(a)    Without Cause or For Good Reason. Upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason (including the Termination of Employment of the Participant if they are employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), subject to the Participant’s execution of a waiver and release of claims in a form and manner satisfactory to the Company (a “Release”), the Participant’s target Performance Award will be recalculated and will be the result of the following formula (the “Adjusted Performance Award”): S × (T ÷ 36) where,
S = the Participant’s target Performance Award as of the Grant Date; and
T = the number of calendar months from January 1, 2023 to the date of such Termination of Employment (rounded up for any partial month).
Thereafter, the Participant will be eligible to receive a payout, if any, based on the Adjusted Performance Award which will vest and become payable under Sections A.2 and A.3 in the same manner and to the same extent as if the Participant’s employment had continued.
    

(b)    Voluntary Resignation. Upon a Participant’s Termination of Employment by reason of a voluntary resignation (other than for Good Reason or Retirement) prior to the end of the workday on December 31, 2025, the Participant will immediately forfeit the Performance Award as of the date of such Termination of Employment. In the event a Participant incurs a Termination of Employment by reason of a voluntary resignation on or after January 1, 2026, subject to the Participant’s execution of a Release, the Participant will remain eligible for any unpaid Performance Award, which award will vest and become payable under Sections A.2 and A.3 in the same manner and to the same extent as if the Participant’s employment had continued.
(c)    Retirement. Subject to Section A.4(f), upon a Participant’s Termination of Employment due to Retirement, subject to the Participant’s execution of a Release, the Participant’s target Performance Award will be recalculated in accordance with the formula set forth in Section A.4(a). Thereafter, the Participant will be eligible to receive a payment, if any, based on the Adjusted Performance Award, which will vest and become payable under Sections A.2 and A.3 in the same manner and to the same extent as if the Participant’s employment had continued.
(d)    Death or Disability. Upon a Participant’s Termination of Employment due to death or Disability, the Participant’s Performance Award will immediately become vested at the target level and such amount will be paid as soon as practicable thereafter to the Participant or the Participant’s estate, as applicable.
(e)     For Cause. Upon a Participant’s Termination of Employment by the Company for Cause, the Participant will immediately forfeit any unpaid portion of the Performance Award as of the date of such Termination of Employment.
(f)    Retirement-Eligible Participants Who Incur a Termination of Employment for Other Reasons. If a Participant who is eligible for Retirement is or would be terminated by the Company without Cause, such Participant shall be considered to have been terminated by the Company without Cause for purposes of this Agreement rather than having retired, but only if the Participant acknowledges that, absent Retirement, the Participant would have been terminated by the Company without Cause. If, however, the employment of a Participant who is eligible for Retirement is terminated by the Company for Cause, then, regardless of whether the Participant is considered as a retiree for purposes of any other program, plan or policy of the Company, for purposes of this Agreement, the Participant’s employment shall be considered to have been terminated by the Company for Cause.
(g)    Change in Control. Notwithstanding the foregoing and subject to Section 11 of this Agreement, upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason (including the Termination of Employment of the Participant if they are employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate) on or after a Change in Control but prior to the second anniversary of such Change in Control, subject to the Participant’s execution of a Release, the Participant’s outstanding Performance Award shall immediately become vested at the target level and such amount will be paid to the Participant as soon as practicable. With respect to any Participant who incurs a Termination of Employment by the Company without Cause or who resigns for Good Reason prior to a Change in Control, if a Change in Control occurs thereafter during the Performance Period, such Participant’s Adjusted Performance Award, will immediately become vested and be paid in cash to the Participant as soon as practicable.
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[5.    Accelerated Vesting/Forfeiture upon Terminations of Employment Occurring On or After October 1, 2023. Effective for Terminations of Employment that occur on or after October 1, 2023, the Performance Award is subject to the following terms and conditions:
(a)    Qualifying Termination of Employment. Upon a Participant’s Qualifying Termination of Employment (as such term is defined below), subject to the Participant’s execution of a Release, the Participant will remain eligible for the Performance Award, which award will vest and become payable under Sections A.2 and A.3 in the same manner and to the same extent as if the Participant’s employment had continued.
(b)    Disqualifying Termination of Employment. Upon a Participant’s Disqualifying Termination of Employment (as such term is defined below), the Participant will immediately forfeit any unpaid portion of the Performance Award as of the date of such Termination of Employment.
(c)    Death or Disability. Upon a Participant’s Termination of Employment due to death or Disability, the Participant’s Performance Award will immediately become vested at the target level and such amount will be paid as soon as practicable thereafter to the Participant or the Participant’s estate, as applicable.
(d)    Change in Control. Notwithstanding the foregoing and subject to Section 11 of this Agreement, upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason on or after a Change in Control but prior to the second anniversary of such Change in Control, subject to the Participant’s execution of a Release, the Participant’s outstanding Performance Award will immediately become vested at the target level and such amount will be paid in cash to the Participant as soon as practicable. With respect to any Participant who incurs a Termination of Employment by the Company without Cause or who resigns for Good Reason prior to a Change in Control, if a Change in Control occurs thereafter during the Performance Period, such Participant’s Performance Award will immediately become vested and be paid to the Participant as soon as practicable.
(e)    Death Following Qualifying Termination of Employment. If a Participant dies after incurring a Qualifying Termination of Employment, but before the Performance Award vests and becomes payable under Sections A.2 and A.3, the Participant’s Performance Award will immediately become vested at the target level and such amount will be paid as soon as practicable thereafter to the Participant’s estate.]
[6.    Definitions.
(a)    “Qualifying Termination of Employment” means a Participant’s Termination of Employment (i) by the Company without Cause or (ii) by the Participant with or without Good Reason or by reason of Retirement.
    (b)    “Disqualifying Termination of Employment” means a Participant’s Termination of Employment by the Company for Cause.]
B.    Performance Restricted Stock Units
1.    Risk of Forfeiture. Until any PRSUs becomes vested and settled under Section B.3 or B.6, a Participant will not be permitted to sell, exchange, assign, transfer or otherwise dispose of the PRSUs and the PRSUs will be subject to forfeiture as set forth below.
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2.    Payout Criteria. Except as otherwise expressly set forth in this Section B, payment, if any, of the PRSUs will be based on the Company’s performance during the Performance Period. The actual payout, if any, of the PRSUs will be determined by the Committee pursuant to the achievement of certain performance criteria established by the Committee to measure the Company’s performance during the Performance Period (the “PRSU Performance Measures”). The actual number of PRSUs that may vest, if any, may range from zero to 300% of the Target PRSU Award based on the level of performance achieved. A description of the PRSU Performance Measures will be communicated to Participants in such manner as the Committee deems appropriate.
3.     Vesting. Subject to the terms of the Plan and all other conditions included this Agreement, the PRSUs shall vest at the end of the Performance Period to the extent that the Company’s actual results with respect to the PRSU Performance Measures meet or exceed the applicable minimum performance level. Any portion of the PRSUs that does not vest at the end of the Performance Period will be immediately forfeited.
4.    Payment; Timing of Settlement. The payment, if any, of the PRSUs that vest under Section B.3 will be made in Shares in an amount equal to the number of vested PRSUs. The vested PRSUs shall be settled as soon as practicable after the Committee certifies the achievement of the PRSU Performance Measures and the payment amount can be finally determined, but in no event later than March 15, 2026, unless it is administratively impracticable to do so and such impracticability was not foreseeable at the end of 2025, in which case such payment shall be made as soon as administratively practicable after March 15, 2026.
5.    Dividend Equivalents. In the event a cash dividend shall be paid with respect to Shares at a time the PRSUs have not vested, the Participant shall be eligible to receive, upon the vesting of the PRSUs, if any, a cash payment equal to the amount of the cash dividend per Share multiplied by the number of the Participant’s vested PRSUs. The vesting provisions under Section B.3 shall apply to any such dividend equivalent, and any resulting cash payment shall be made as soon as practicable after the settlement of the vested PRSUs.
6.    Accelerated Vesting/Forfeiture upon Terminations of Employment [Occurring Prior to October 1, 2023]. Effective for Terminations of Employment [that occur prior to October 1, 2023], the PRSUs are subject to the following terms and conditions:
(a)    Without Cause or For Good Reason. Upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason, subject to the Participant’s execution of a Release, the Participant’s Target PRSU Award will be prorated and will be the result of the following formula (the “Pro Rata PRSU Portion”): S × (T ÷ 36) where,
S = the number of PRSUs subject to the Target PRSU Award; and
T = the number of calendar months from January 1, 2023 to the date of such Termination of Employment (rounded up for any partial month).1
Thereafter, the Participant will be eligible to receive a payment, if any, based on the Pro Rata PRSU Portion which will vest and become payable under Sections B.3 and B.4 in the same
1 If this formula results in any fractional unit, the Pro Rata PRSU Portion will be rounded up to the nearest whole unit.

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manner and to the same extent as if the Participant’s employment had continued. Upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason, any unvested PRSUs subject to the Target PRSU Award, other than the Pro Rata PRSU Portion, shall be immediately forfeited.
(b)    Voluntary Resignation. Upon a Participant’s Termination of Employment by reason of a voluntary resignation (other than for Good Reason or Retirement) prior to the end of the workday on December 31, 2025, the Participant will immediately forfeit the Target PRSU Award as of the date of such Termination of Employment. In the event a Participant incurs a Termination of Employment by reason of a voluntary resignation on or after January 1, 2026, subject to the Participant’s execution of a Release, the Participant will remain eligible for any unpaid PRSUs, which award will vest and become payable under Sections B.3 and B.4 in the same manner and to the same extent as if the Participant’s employment had continued.
(c)    Retirement. Subject to Section B.6(f), upon a Participant’s Termination of Employment due to Retirement, subject to the Participant’s execution of a Release, the Participant’s Target PRSU Award will be prorated in accordance with the formula set forth in Section B.6(a)[; provided, however, that “S” shall equal [*] PRSUs]. Thereafter, the Participant will be eligible to receive a payment, if any, based on the Pro Rata PRSU Portion which will vest and become payable under Sections B.3 and B.4 in the same manner and to the same extent as if the Participant’s employment had continued. Upon a Participant’s Termination of Employment due to Retirement, the unvested Target PRSU Award, other than the Pro Rata PRSU Portion, shall be immediately forfeited.
(d)    Death or Disability. Upon a Participant’s Termination of Employment due to death or Disability, the Participant’s Target PRSU Award will immediately become vested and such vested PRSUs will be paid in accordance with Section B.4 as soon as practicable thereafter to the Participant or the Participant’s estate, as applicable.
(e)     For Cause. Upon a Participant’s Termination of Employment by the Company for Cause, the Participant’s Target PRSU Award shall be immediately forfeited.
(f)    Retirement-Eligible Participants Who Incur a Termination of Employment for Other Reasons. If a Participant who is eligible for Retirement is or would be terminated by the Company without Cause, such Participant shall be considered to have been terminated by the Company without Cause for purposes of this Agreement rather than having retired, but only if the Participant acknowledges that, absent Retirement, the Participant would have been terminated by the Company without Cause. If, however, the employment of a Participant who is eligible for Retirement is terminated by the Company for Cause, then, regardless of whether the Participant is considered as a retiree for purposes of any other program, plan or policy of the Company, for purposes of this Agreement, the Participant’s employment shall be considered to have been terminated by the Company for Cause.
(g)    Change in Control. Notwithstanding the foregoing and subject to Section 11 of this Agreement, upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason on or after a Change in Control but prior to the second anniversary of such Change in Control, subject to the Participant’s execution of a Release, the Participant’s Target PRSU Award shall immediately become vested and such vested PRSUs will be paid in accordance with Section B.4 to the Participant as soon as practicable. With respect to any Participant who incurs a Termination of Employment by the Company without Cause or who resigns for Good Reason prior to a Change in Control, if a Change in Control occurs thereafter
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during the Performance Period, such Participant’s Pro Rata PRSU Portion, will immediately become vested and be paid in accordance with Section B.4 to the Participant as soon as practicable.
[7.    Accelerated Vesting/Forfeiture upon Terminations of Employment Occurring On or After October 1, 2023. Effective for Terminations of Employment that occur on or after October 1, 2023, the PRSUs are subject to the following terms and conditions:
(a)    Qualifying Termination of Employment. Except as otherwise provided in this Section B.7(a), upon a Participant’s Qualifying Termination of Employment, subject to the Participant’s execution of a Release, the Participant will remain eligible for the Target PRSU Award, which award will vest and become payable under Sections B.3 and B.4 in the same manner and to the same extent as if the Participant’s employment had continued. Notwithstanding the foregoing to the contrary, if a Participant’s Qualifying Termination of Employment is due to a Termination of Employment by the Participant without Good Reason or by reason of Retirement, subject to the Participant’s execution of a Release, the Participant will remain eligible for [*] PRSUs subject to the Target PRSU Award which award will vest and become payable under Sections B.3 and B.4 in the same manner and to the same extent as if the Participant’s employment had continued. With respect to the remaining [*] PRSUs subject to the Target PRSU Award (the “Remaining PRSUs”), if the Termination of Employment by the Participant without Good Reason or by reason of Retirement occurs (i) on or prior to the first anniversary of the Grant Date, the Remaining PRSUs shall be immediately forfeited or (ii) after the first anniversary of the Grant Date, but on or prior to the last date of the Performance Period, the Remaining PRSUs will be prorated in accordance with the formula set forth in Section B.6(a); provided, however, that “S” shall equal the number of Remaining PRSUs. Thereafter, the Participant will be eligible to receive a payment, if any, based on the Pro Rata PRSU Portion which will vest and become payable under Sections B.3 and B.4 in the same manner and to the same extent as if the Participant’s employment had continued and the Remaining PRSUs, other than the Pro Rata PRSU Portion, shall be immediately forfeited.
(b)    Disqualifying Termination of Employment. Upon a Participant’s Disqualifying Termination of Employment, the Participant’s Target PRSU Award shall be immediately forfeited.
(c)    Death or Disability. Upon a Participant’s Termination of Employment due to death or Disability, the Participant’s Target PRSU Award will immediately become vested and such amount will be paid in accordance with Section B.4 as soon as practicable thereafter to the Participant or the Participant’s estate, as applicable.
(d)    Change in Control. Notwithstanding the foregoing and subject to Section 11 of this Agreement, upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason on or after a Change in Control but prior to the second anniversary of such Change in Control, subject to the Participant’s execution of a Release, the Participant’s Target PRSU Award shall immediately become vested and such amount will be paid to the Participant as soon as practicable. With respect to any Participant who incurs a Termination of Employment by the Company without Cause or who resigns for Good Reason prior to a Change in Control, if a Change in Control occurs thereafter during the Performance Period, such Participant’s Target PRSU Award, will immediately become vested and be paid in accordance with Section B.4 to the Participant as soon as practicable.
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(e)    Death Following Qualifying Termination of Employment. If a Participant dies after incurring a Qualifying Termination of Employment, but before the PRSUs vest and become payable under Sections B.3 and B.4, the Participant’s Target PRSU Award will immediately become vested and such amount will be paid as soon as practicable thereafter to the Participant’s estate.]
[C.    Cash Award
1.    Risk of Forfeiture. Until a Cash Award becomes vested and paid under Section C.3 or C.4, a Participant will not be permitted to sell, exchange, assign, transfer or otherwise dispose of the unvested Cash Award or any interest in the unvested Cash Award, and the Cash Award will be subject to forfeiture as set forth below.
2.    Vesting. Subject to the terms of the Plan and this Agreement, the Cash Award shall vest [in two installments as follows: (a) $[*] on April 28, 2023 and (b) $[*] on May 31, 2024 (the “Second Cash Award Installment”)] OR [on May 31, 2024].
3.    Timing of Payment. The payment of any portion of the Cash Award that vests under Section C.2 will be made as soon as practicable after the applicable vesting date, but in no event later than two and one-half months following the calendar year in which such vesting occurs, unless it is administratively impracticable to do so and such impracticability was not foreseeable at the end of the applicable calendar year, in which case such payment shall be made as soon as administratively practicable after such period.
4.    Accelerated Vesting/Forfeiture Upon Terminations of Employment. In addition to the other provisions of the Plan and this Agreement, the Cash Award is subject to the following terms and conditions:
(a)    In General. Unless the Committee determines otherwise, upon a Participant’s Termination of Employment by (i) reason of a voluntary resignation or Retirement or (ii) the Company for Cause, the Participant will immediately forfeit any unpaid portion of the Cash Award as of the date of such Termination of Employment.
(b)    Without Cause or For Good Reason. Upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason, subject to the Participant’s execution of a Release, the Participant’s [Second] Cash Award [Installment] will be recalculated and will be the result of the following formula (the “Adjusted Cash Award”): S × (T ÷ 13) where,
S = the [Second] Cash Award [Installment] amount; and
T = the number of calendar months from the Grant Date to the date of such Termination of Employment (rounded up for any partial month).
Thereafter, the Adjusted Cash Award will become immediately vested as of the date of such Termination of Employment and such amount and will be paid as soon as practicable thereafter to the Participant. Upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason, any unvested Cash Award, other than the Adjusted Cash Award portion, shall be immediately forfeited.
(c)    Death or Disability. Upon a Participant’s Termination of Employment due to death or Disability, any unvested portion of the Participant’s Cash Award will immediately vest
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as of the date of such Termination of Employment, and such amount will be paid as soon as practicable thereafter to the Participant or the Participant’s estate, as applicable.
(d)     Change in Control. Notwithstanding the foregoing and subject to Section 11 of this Agreement, upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason on or after a Change in Control but prior to May 31, 2024, subject to the Participant’s execution of a Release, any unvested portion of the Participant’s Cash Award will immediately vest, and such amount will be paid to the Participant as soon as practicable thereafter.]
[C.    Restricted Stock
1.    Restrictions. Until the restrictions imposed by this Section C (the “Restrictions”) have lapsed pursuant to Section C.2 or C.3, a Participant will not be permitted to sell, exchange, assign, transfer or otherwise dispose of the Restricted Stock, and the Restricted Stock will be subject to forfeiture as set forth below.
2.    Lapse of Restrictions—Continued Employment. Subject to the terms of the Plan and this Agreement, the Restrictions shall lapse and be of no further force or effect with respect to one-third of the Shares of Restricted Stock on each of the following dates: (a) February 1, 2024 (“First RS Installment”); (b) February 1, 2025 (“Second RS Installment”); and (c) February 1, 2026 (“Third RS Installment”).2
3.    Lapse of Restrictions/Forfeiture upon Terminations of Employment. In addition to the other provisions of the Plan and this Agreement, the Restricted Stock and the Restrictions set forth in this Section A are subject to the following terms and conditions:
(a)    Without Cause or For Good Reason. Upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason (including the Termination of Employment of the Participant if they are employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), subject to the Participant’s execution of a waiver and release of claims in a form and manner satisfactory to the Company (a “Release”), with respect to any portion of the Restricted Stock subject to the Restrictions, the Restrictions shall immediately lapse on the Pro Rata RS Portion as of the date of such Termination of Employment. Upon the Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason, any Restricted Stock that remains subject to the Restrictions, other than the Pro Rata RS Portion, shall be immediately forfeited.
“Pro Rata RS Portion” means, with respect to any RS Installment that is subject to the Restrictions at the time of a Participant’s Termination of Employment, the number of Shares covered by such RS Installment multiplied by a fraction (i) the numerator of which is the number of calendar months3 from February 8, 2023 to the date of such Termination of Employment, rounded u
2 The number of Shares subject to each RS Installment will be equal to the total number of Shares subject to the Restricted Stock Award divided by three; provided, that if this formula results in any fractional Share allocation to any RS Installment, the number of Shares in the First RS Installment and, if necessary, the Second RS Installment will be increased so that only full shares are covered by each RS Installment. For example, if a Restricted Stock Award covers 1,000 Shares, the Restrictions will lapse with respect to 334 Shares under the First RS Installment and 333 Shares under each of the Second and Third RS Installments.
3 For purposes of this Appendix A, one calendar month is calculated from the date of measurement to the same or closest numerical date occurring during the following month. For example, one calendar month from January 31, 2023 will elapse as of February 28, 2023, two months will elapse on March 31, 2023, and so on.
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p for any partial month and (ii) the denominator of which is 12 for the First RS Installment, 24 for the Second RS Installment and 36 for the Third RS Installment.4
(b)    Voluntary Resignation. Upon a Participant’s Termination of Employment by reason of a voluntary resignation (other than for Good Reason or Retirement), any portion of the Restricted Stock subject to the Restrictions shall be immediately forfeited.
(c)    Retirement. Subject to Section C.3(f), upon a Participant’s Termination of Employment by reason of Retirement, with respect to any portion of the Restricted Stock subject to the Restrictions, subject to the Participant’s execution of a Release, the Restrictions shall immediately lapse on the Pro Rata RS Portion (as defined in Section C.3(a)) as of the date of such Termination of Employment. Upon a Participant’s Termination of Employment by reason of Retirement, any Restricted Stock that remains subject to the Restrictions, other than the Pro Rata RS Portion, shall be immediately forfeited.
(d)     Death or Disability. Upon a Participant’s Termination of Employment due to death or Disability, the Restrictions shall immediately lapse and be of no further force or effect as of the date of such Termination of Employment.
(e)     For Cause. Upon a Participant’s Termination of Employment by the Company for Cause, any portion of the Restricted Stock subject to the Restrictions shall be immediately forfeited.
(f)    Retirement-Eligible Participants Who Incur a Termination of Employment for Other Reasons. If a Participant who is eligible for Retirement is or would be terminated by the Company without Cause, such Participant shall be considered to have been terminated by the Company without Cause for purposes of this Agreement rather than having retired, but only if the Participant acknowledges that, absent Retirement, the Participant would have been terminated by the Company without Cause. If, however, the employment of a Participant who is eligible for Retirement is terminated by the Company for Cause, then, regardless of whether the Participant is considered as a retiree for purposes of any other program, plan or policy of the Company, for purposes of this Agreement, the Participant’s employment shall be considered to have been terminated by the Company for Cause.
(g)    Change in Control. Notwithstanding the foregoing and subject to Section 11 of this Agreement, upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason (including the Termination of Employment of the Participant if they are employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate) on or after a Change in Control but prior to the second anniversary of such Change in Control, with respect to any RS Installment that is not then vested, subject to the Participant’s execution of a Release, any Restrictions in effect shall immediately lapse on the date of such Termination of Employment and be of no further force or effect as of such date.
4.    Dividends. In the event a cash dividend shall be paid with respect to Shares at a time the Restrictions on the Restricted Stock have not lapsed, the Participant shall be eligible to receive the dividend upon the lapse of the Restrictions. The Restrictions shall apply to any such dividend.]

4 If this formula results in any fractional Share, the Pro Rata RS Portion will be rounded up to the nearest whole Share.
A-9



Exhibit 19.1

DELTA AIR LINES, INC.
INSIDER TRADING POLICY

OVERVIEW

This document contains Delta’s policy and procedures to prevent potential insider trading and should be read together with The Way We Fly. Trading in securities based on material nonpublic information or providing material nonpublic information to others who trade in securities, is a serious violation of U.S. securities law. Insider trading can result in substantial damages, fines and imprisonment for the individuals involved.

As a public company, Delta has the responsibility to deter misuse of its inside information. Therefore, Delta has adopted the following policy and procedures. An employee who violates the Insider Trading Policy could be subject to disciplinary action, which may include termination of employment, the sale of shares or unwinding of positions (possibly at a loss), and disgorgement of profits. This policy also prohibits certain short-term and/or highly leveraged transactions that may create a conflict of interest (or a perception of a conflict), as described in Section 3 of the Policy Details.

You should carefully read this entire policy. Ultimate responsibility for adhering to this policy, and complying with U.S. securities laws, rests with you. If applicable, the pre-clearance of trades or approval of a 10b5-1 Trading Plan in accordance with this policy as described below does not reduce the obligations imposed on you by applicable laws.

Any questions about this policy should be directed to [***]. Violations of the policy should be reported to [***].




POLICY DETAILS

1.    Trading on Inside Information is Prohibited.

If you are an employee or other person associated with Delta or any of its subsidiaries, you may not legally trade in (or gift) Delta securities if you possess “material” information about Delta that has not been disclosed to the public.

Who does this policy apply to? This policy applies to:
o    members of Delta’s Board of Directors, officers, and all other employees of Delta and its subsidiaries;
o    family members who live in your household, whom you support (such as children in college), or whose financial decisions you influence (such as family members who consult with you before trading), and entities controlled by you and/or these persons, such as corporations, partnerships or trusts; and
o    contractors and consultants who have access to material nonpublic information about Delta.

This policy also applies to trades on behalf of Delta, including any transactions made under repurchase programs authorized by Delta’s Board of Directors.

What actions are prohibited? While you possess material information concerning Delta that has not been disclosed to the public (“inside information”), you cannot legally:
o    buy or sell Delta securities, or any derivatives of Delta’s securities (such as exchange traded options on Delta common stock) or recommend the purchase or sale of such securities;
o    exercise employee stock options if the exercise involves a market transaction (such as selling a portion of the shares to pay the exercise price or associated taxes);1 or
o    communicate inside information to others (“tipping”).

The prohibitions described above continue to apply, even after termination of employment or of a service relationship with Delta or a subsidiary, if you are aware of inside information when your employment or service relationship terminates, so that you may not engage in the prohibited actions described above until that information has become public or is no longer material.

If you trade on inside information or tip others, you – and anyone you tipped who trades on the inside information, including family members or others living in your household – may be charged with a crime and sued in a civil lawsuit.
1 The exercise of a stock option for cash is generally exempt from the trading restrictions under this policy. The trading restrictions apply, however, to any sale of the underlying stock or to a cashless exercise of the option through a broker, as this entails selling a portion of the underlying stock to cover the costs of the exercise.
2


What is material inside information? The courts have said that “material” inside information, also referred to as material nonpublic information, includes any information that has not been disclosed to the public and that would influence a reasonable investor’s decision to buy, hold or sell Delta’s securities. Some examples of material information include matters such as:
o    historical or projected financial results, including significant increases and decreases in quarterly revenues, earnings or key metrics such as TRASM, RASM, PRASM or CASM;
o    significant merger, divestiture, joint venture or acquisition plans or other important strategic transactions or initiatives;
o    entry into or termination of significant contracts;
o    a breach of or unauthorized access to Delta’s information technology infrastructure or assets that could have a significant effect on or cause disruption to Delta’s business operations, employees or customers;
o    bank or other financings out of the ordinary course of business;
o    anticipated equity or debt offerings;
o    significant litigation or regulatory exposure (including due to changes in the regulatory environment);
o    a change in dividend policy or the level or amount of stock repurchases;
o    management or Board of Directors changes;
o    major changes in accounting policies or a change in auditors; and
o    the imposition of a restriction on trading on Delta securities outside the ordinary closed window periods.

What are the basic rules to follow? Employees and other insiders should treat all Delta corporate information with discretion, and discuss confidential data only with those employees and other insiders who have a right and a need to know. Do not discuss confidential information with friends or relatives. If you have material inside information concerning Delta, you cannot trade in Delta securities (or derivative securities) until you know that the information has been made public. Material information is generally not considered to have been “made public” until 24 hours after Delta releases it to major U.S. news services or files the information with the Securities and Exchange Commission.

In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with the individual, and any action on the part of Delta, members of Delta’s Law Department or any other employee pursuant to this policy does not in any way constitute legal advice or insulate an individual from liability under securities laws.

No trading on information about other companies. In addition, no director, officer or other employee of Delta (or any other person who is designated as subject to this policy) who, in the course of working for Delta, learns of material nonpublic information
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about a publicly traded company with which Delta does business or that is involved in a potential transaction or business relationship with Delta, including as a customer or supplier of Delta, may trade in that company’s securities, or communicate material nonpublic information about that company to others, until the information becomes public or is no longer material.

2.    Window Period

In order to minimize the possibility of insider trading, members of Delta’s Board of Directors, officers, managing director and director-level employees and others who are covered by Appendix A may trade in Delta securities only during certain specified quarterly periods, which are generally known as window periods. This restriction also applies to family members who live in your household, whom you support or whose financial decisions you influence, and entities controlled by you and/or these persons.

If you are not included in the group described in the previous paragraph, you are not subject to the window period restriction. That means you may trade at any time as long as you do not possess inside information regarding Delta at the time of your trade. However, you may not trade in (or gift) Delta securities with a party other than Delta even during a window period if you possess material inside information regarding Delta.

Each quarter the regular window period will begin approximately 24 hours after Delta publicly releases its quarterly or annual earnings, and continue through the close of business of the last trading day of the second month of each quarter (i.e., February, May, August, November). Circumstances may dictate that this period may be adjusted, or the regular window may be closed, from time to time.

Standing Orders. Standing orders placed with a broker to buy or sell Delta stock at a specified price should be used only for a brief period of time. A standing order executed by the broker when you are aware of material nonpublic information may result in unlawful insider trading. In addition to cancelling orders when you become aware of material nonpublic information, all open standing orders (other than those pursuant to an approved 10b5-1 Trading Plan as described below) should be cancelled upon the closing of the window period.

Gifts. Individuals subject to the window period restrictions should only make gifts or donations of Delta stock to charities during the window period.

Employee Stock Purchase Plan. The trading prohibitions (including the window period requirement) will not apply to purchases on behalf of participating employees of Delta’s common stock pursuant to the Delta Air Lines, Inc. Employee Stock Purchase Plan.

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However, individual payroll deduction elections, including changes to such elections, under the plan are subject to the trading prohibitions in this policy (i.e., such elections should not be made when in possession of inside information or outside of the window period by individuals covered by Appendix A). The trading prohibitions apply to all sales of Delta’s common stock, including shares of common stock that were purchased pursuant to the plan.

10b5-1 Trading Plans. The trading prohibitions (including the window period requirement) will not apply to transactions in Delta’s securities under a plan to trade securities under Rule 10b5-1 of the Securities Exchange Act of 1934. Such plans are referred to as 10b5-1 Trading Plans and must satisfy the requirements summarized below:
o    the plan is on a form provided by the administrator of Delta’s stock plan, which has been reviewed and approved by the Law Department;
o    the plan or any amendment is adopted in good faith during a window period and only at a time when the insider does not have material inside information;
o    the insider must certify that at the time of adoption or amendment of the plan:
(a)    the insider was not aware of any material inside information, and
(b)    the insider adopted the plan in good faith and not as a part of a plan or scheme to evade Rule 10b-5;
o    the plan is adhered to strictly by the insider;
o    the plan does not permit the insider to have any subsequent influence over how, when or whether to effect transactions under the plan;
o    hedging transactions involving the shares subject to a plan are not permitted;
o    with respect to plans entered into by members of the Board of Directors or officers of Delta designated as “officers” within the meaning of Rule 16a-1(f), trades under the plan cannot occur until the later of:
(a)    90 days after the plan agreement is approved by the Law Department and accepted by the administrator of Delta’s stock plan, or
(b)    two business days after the release of financial results on Form 10-Q or Form 10-K for the fiscal quarter in which the plan was adopted (but not to exceed 120 days after adoption).
The waiting period will also apply to any trades after amendment to a plan;
o    with respect to plans entered into by other insiders, trades under the plan cannot occur until 30 days after the plan agreement is approved by the Law Department and accepted by the administrator of Delta’s stock plan. The waiting period will also apply to any trades after amendment to a plan; and
o    an insider may only have one plan in place at a time.

3.    Special and Prohibited Transactions.
Certain short-term and/or highly leveraged transactions may create the appearance of unlawful insider trading and, in certain circumstances, present a conflict of interest. As a result, employees of Delta and its subsidiaries and members of Delta’s Board of Directors may not engage in the following transactions:
5


Publicly Traded Options. Given the relatively short term of publicly-traded options, transactions in options related to Delta’s securities, whether puts or calls, may create the appearance that the trade is based on material nonpublic information and focus an individual’s attention on short-term performance at the expense of Delta’s long-term objectives. Accordingly, option transactions related to Delta’s securities, both puts and calls, by employees of Delta and its subsidiaries and members of Delta’s Board of Directors are prohibited by this policy.

Short Sales. Short sales of Delta securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in Delta’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve Delta’s performance. For these reasons, short sales of Delta securities by employees of Delta and its subsidiaries and members of Delta’s Board of Directors are prohibited. Short sales arising from certain types of hedging transactions are discussed in the following paragraph.

Hedging Transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions with respect to Delta securities would permit an insider to continue to own Delta securities obtained through employee benefit plans or otherwise, without the full risk and reward of ownership. When that occurs, the insider would no longer have the same objectives as Delta’s stockholders. Therefore, employees of Delta and its subsidiaries and members of Delta’s Board of Directors are prohibited from purchasing financial instruments designed to hedge or offset decreases in the value of Delta securities by the employee or director.

Margin Accounts and Pledged Securities. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Delta securities, employees of Delta and its subsidiaries and members of Delta’s Board of Directors are prohibited from holding Delta securities in a margin account or otherwise pledging Delta securities as collateral for a loan.

As a reminder, these restrictions on all prohibited transactions also apply to family members who live in your household, whom you support or whose financial decisions you influence, and entities controlled by you and/or these persons.


6

4.    Pre-clearance. If you are:
o    a member of the Board of Directors;
o    an officer of Delta; or
o    a managing director or director level employee in the Finance Department (excluding supply chain management employees)

You are required to pre-clear proposed transactions in Delta securities by you or any person or entity whose transactions might be attributable to you (e.g., family members who live with you, whom you support, or whose financial decisions you influence, and entities controlled by you and/or these persons). This includes any gift or donation of Delta securities. You are not required to pre-clear transactions that are made under a 10b5-1 Trading Plan.

Please call [***] or email to pre-clear a transaction. We will discuss with you Delta’s securities trading policies as well as the federal securities law requirements applicable to the planned transaction. Pre-clearance will generally be granted for a period of one week.

5.    Reports of Violations. All violations of this Policy must be promptly reported to [***].


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APPENDIX A

The following persons are covered by the window period described in Section 2 of Delta’s Insider Trading Policy:

Board of Directors and Management
•Board of Directors of Delta
•All officers of Delta
•All managing director and director-level employees of Delta

Finance

In addition to employees at the director-level and above in the Finance Department, other individuals in the following groups are subject to the window period:
•Managers and above in the Controllership
•Corporate Audit (all employees)
•Corporate Development (all employees)
•Corporate Tax (all employees)
•Enterprise Strategy (all employees)
•Finance Fuel (managers and above)
•Financial Planning & Analysis (all employees)
•Financial Reporting (all employees)
•Financial Risk Management (all employees)
•Finance Systems (all employees)
•Flight Profitability (all employees)
•Investor Relations (all employees)
•Operations Finance (managers and above)
•Treasury (managers and above)

Other employees who are identified as having access to financial systems providing inside information, may be advised they are subject to the window period from time to time.

Corporate Communications (managers and above)

Fleet & Technical Procurement (managers and above)

International and Alliances (managers and above)

Law Department and Government Affairs (all employees)

Network Planning (managers and above)
8


Pricing and Revenue Management (managers and above)

Other
•ALPA MEC Member
•Delta Board Council members
•Direct reports (including Executive Assistants) to officers of Delta who are members of the Delta Leadership Council (DLC)
•To the extent not otherwise identified above, officers of Delta subsidiaries as follows:
o    Chief Executive Officers, Presidents, Chief Financial Officers, Controllers, and Vice Presidents of Finance (or positions of similar responsibility) of each subsidiary

HAVE A QUESTION OR NEED SUPPORT?

Any questions should be directed to [***]. Violations of the policy should be reported to [***].


9

EXHIBIT 21.1
SUBSIDIARIES OF DELTA AIR LINES, INC.
as of December 31, 2024
 
NAME OF SUBSIDIARY
 
JURISDICTION OF INCORPORATION OR
ORGANIZATION
 
Aero Assurance Ltd.Vermont
DAL Global Technology Hub LLPIndia
Delta Flight Products, LLCDelaware
Delta Material Services, LLCDelaware
Delta Professional Services, LLCDelaware
Delta Vacations, LLCMinnesota
Endeavor Air, Inc.Georgia
Epsilon Trading, LLCDelaware
MIPC, LLCDelaware
Monroe Energy, LLCDelaware
New Sky, Ltd.Bermuda
SkyMiles Holdings Ltd.Cayman Islands
SkyMiles IP Finance Ltd.Cayman Islands
SkyMiles IP Holdings Ltd.Cayman Islands
SkyMiles IP Ltd.Cayman Islands

Certain subsidiaries were omitted pursuant to Item 601(b)(21)(ii) of Regulation S-K.



Exhibit 23.1



Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statement No. 333-142424 on Form S-8 pertaining to the Delta Air Lines, Inc. 2007 Performance Compensation Plan,

(2)Registration Statement No. 333-149308 on Form S-8 pertaining to the Delta Air Lines, Inc. 2007 Performance Compensation Plan,

(3)Registration Statement No. 333-154818 on Form S-8, as amended by Post-Effective Amendment No.1 thereto, pertaining to the Delta Air Lines, Inc. 2007 Performance Compensation Plan,

(4)Registration Statement No. 333-151060 on Form S-8 pertaining to the Northwest Airlines Corporation 2007 Stock Incentive Plan,

(5)Registration Statement No. 333-212525 on Form S-8 pertaining to the Delta Air Lines, Inc. Performance Compensation Plan,

(6)Registration Statement No. 333-272728 on Form S-3 pertaining to debt, equity and other securities and

(7)Registration Statement No. 333-262678 on Form S-3 pertaining to common stock;

of our reports dated February 11, 2025, with respect to the consolidated financial statements of Delta Air Lines, Inc., and the effectiveness of internal control over financial reporting of Delta Air Lines, Inc. included in this Annual Report (Form 10-K) of Delta Air Lines, Inc. for the year ended December 31, 2024.                            
/s/ Ernst & Young LLP
Atlanta, Georgia
February 11, 2025



Exhibit 31.1

I, Edward H. Bastian, certify that:

1.I have reviewed this annual report on Form 10-K of Delta Air Lines, Inc. ("Delta") for the annual period ended December 31, 2024;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Delta as of, and for, the periods presented in this report;
4.Delta's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Delta and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Delta, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of Delta's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in Delta's internal control over financial reporting that occurred during Delta's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Delta's internal control over financial reporting; and
5.Delta's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Delta's auditors and the Audit Committee of Delta's Board of Directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Delta's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in Delta's internal control over financial reporting.

 
February 11, 2025/s/ Edward H. Bastian
 Edward H. Bastian
 Chief Executive Officer 
 



Exhibit 31.2

I, Daniel C. Janki, certify that:
   
1.I have reviewed this annual report on Form 10-K of Delta Air Lines, Inc. ("Delta") for the annual period ended December 31, 2024;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Delta as of, and for, the periods presented in this report;
4.Delta's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Delta and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Delta, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of Delta's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in Delta's internal control over financial reporting that occurred during Delta's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Delta's internal control over financial reporting; and
5.Delta's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Delta's auditors and the Audit Committee of Delta's Board of Directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Delta's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in Delta's internal control over financial reporting.


February 11, 2025/s/ Daniel C. Janki
 Daniel C. Janki
 Executive Vice President and Chief Financial Officer
 



Exhibit 32

February 11, 2025
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Ladies and Gentlemen:

     The certifications set forth below are hereby submitted to the Securities and Exchange Commission pursuant to, and solely for the purpose of complying with, Section 1350 of Chapter 63 of Title 18 of the United States Code in connection with the filing on the date hereof with the Securities and Exchange Commission of the annual report on Form 10-K of Delta Air Lines, Inc. ("Delta") for the annual period ended December 31, 2024 (the "Report").

     Each of the undersigned, the Chief Executive Officer and the Executive Vice President and Chief Financial Officer, respectively, of Delta, hereby certifies that, as of the end of the period covered by the Report:

1.such Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Delta.
/s/ Edward H. Bastian
Edward H. Bastian
Chief Executive Officer 
/s/ Daniel C. Janki
Daniel C. Janki
Executive Vice President and Chief Financial Officer