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DELTA AIR LINES INC /DE/

FORM 10-K

(Annual Report)

Filed 02/11/15 for the Period Ending 12/31/14

Address HARTSFIELD ATLANTA INTL AIRPORT

1030 DELTA BLVD

ATLANTA, GA 30354-1989

Telephone 4047152600

CIK 0000027904

Symbol DAL

SIC Code 4512 - Air Transportation, Scheduled

Industry Airline

Sector Transportation

Fiscal Year 12/31

http://www.edgar-online.com

Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

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... (Annual Report) Filed 02/11/15 for the Period Ending 12/31/14 Address HARTSFIELD ATLANTA INTL AIRPORT 1030 DELTA BLVD ATLANTA, GA 30354-1989 4047152600 0000027904 DAL 4512 - Air Transportation, Scheduled Airline Transportation 12/31 Telephone CIK Symbol SIC Code Industry Sector Fiscal Year http...

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... of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $0.0001 per share New 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...

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... General Fuel Frequent Flyer Program Other Businesses Distribution and Expanded Product Offerings Competition Regulatory Matters Employee Matters Executive Officers of the Registrant Additional Information ITEM 1A. RISK FACTORS Risk Factors Relating to Delta Risk Factors Relating to the Airline...

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 9A. CONTROLS AND PROCEDURES 49 94 94

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...OTHER INFORMATION PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANT ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...

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...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...

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... 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 planning and scheduling and other coordinated activities with respect to the parties' operations on...

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... 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 these flights. We pay those airlines an amount...

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...increasing cost of the refining margin reflected in the price of jet fuel. 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. Refinery Operations...

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... jet operations, Delta Private Jets, provides aircraft charters, aircraft management and programs allowing members to purchase flight time by the hour. â€¢ â€¢ â€¢ Distribution and Expanded Product Offerings Our tickets are sold through various distribution channels including delta.com and mobile...

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... of airlines and alliances with increased financial resources, more extensive global networks and competitive cost structures. Domestic Our domestic operations are subject to competition from traditional network carriers, including American Airlines and United Airlines, national point-to-point...

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... Labor Act. 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...

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... in 2012, was required to purchase emissions allowances if the airline exceeds the number of free allowances allocated to it under the ETS. The ETS has been amended to apply only to flights within the European Economic Area ("EEA") from 2013 through 2016. As a result, we operate a limited number of...

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...emission levels since 2005. We have reduced the fuel needs of our aircraft fleet through the retirement of older, less fuel efficient aircraft and replacement with newer, more fuel efficient aircraft. In addition, we have implemented fuel saving procedures in our flight and ground support operations...

Page 15
... Act Our relations with labor unions representing our airline employees in the U.S. 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 National Mediation Board (the "NMB") an...

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... 2014); Senior Vice President - Airport Customer Service of Delta (March 2008 January 2012); President and Chief Executive Officer of Laidlaw Transit Services (2006 - 2007). Additional Information We make available free of charge on our website our Annual Report on Form 10-K, our Quarterly Reports...

Page 17
... material adverse effect on our operations and operating results. Weather-related events, natural disasters, political disruptions or wars involving oil-producing countries, changes in governmental policy concerning aircraft fuel production, transportation, taxes or marketing, environmental concerns...

Page 18
...is operated by an airline that is one of our regional carriers or codeshare partners could create a negative public perception, which could harm our reputation, resulting in air travelers being reluctant to fly on our aircraft and therefore harm our business. Agreements governing our debt, including...

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..., as a part of our ordinary business operations, we collect and store sensitive data, including personal information of our passengers and employees and information of our business partners. The secure operation of the networks and systems on which this type of information is stored, processed and...

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... customer service, reduce costs and increase operational effectiveness in order to compete in the current business environment. For example, we have made and continue to make significant investments in delta.com, mobile device applications, check-in kiosks and related initiatives, including security...

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... moderate levels and then increasing again in late 2014. We cannot predict the future prices of RINs. Purchasing RINs at elevated prices could have a material impact on our results of operations and cash flows. Existing laws or regulations could change and the minimum volumes of renewable fuels that...

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... in both the domestic and international markets may have a material adverse effect on our business, financial condition and operating results. The airline industry is subject to extensive government regulation, and new regulations may increase our operating costs. Airlines are subject to extensive...

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... us and the airline industry. The potential negative effects include increased security, insurance costs, impacts from avoiding flight paths over areas in which conflict is occurring, reputational harm and other costs and lost revenue from increased ticket refunds and decreased ticket sales. If any...

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ITEM 2. PROPERTIES Flight Equipment Our operating aircraft fleet, commitments and options at December 31, 2014 are summarized in the following table: Current Fleet (1) Aircraft Type Owned Capital Lease Operating Lease Total Average Age Commitments Purchase (2) Lease Options (2) B-717-200 B-737-700 ...

Page 25
..., Monroe and MIPC, own and operate the Trainer refinery and related assets in Pennsylvania. The facility includes 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...

Page 26
... Bag Fee Antitrust Litigation In 2009, a number of purported class action antitrust lawsuits were filed against Delta and AirTran Airways ("AirTran"), alleging that Delta and AirTran engaged in collusive behavior in violation of Section 1 of the Sherman Act in November 2008 based upon certain public...

Page 27
... of record of our common stock. Dividends In the September 2013 quarter, our Board of Directors initiated a quarterly dividend program of $0.06 per share. In the September 2014 quarter, the Board increased the quarterly dividend payment to $0.09 per share. Our ability to pay future dividends is...

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...Total Number of Shares Approximate Dollar Value (in Purchased as Part of millions) of Shares That May Yet Be Total Number of Average Price Publicly Announced Plans or Purchased Under the Plan or Shares Purchased Paid Per Share Programs Programs Period October 2014 November 2014 December 2014 Total...

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... 31, 2014 , 2013 , 2012 , 2011 and 2010 . Consolidated Summary of Operations Year Ended December 31, (in millions, except share data) 2014 2013 2012 2011 2010 Operating revenue Operating expense Operating income Other expense, net Income before income taxes Income tax (provision) benefit Net income...

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... Ended December 31, Consolidated (1) 2014 2013 2012 2011 2010 Revenue passenger miles (millions) Available seat miles (millions) Passenger mile yield Passenger revenue per available seat mile Operating cost per available seat mile Passenger load factor Fuel gallons consumed (millions) Average price...

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... costs. Salaries and related costs are higher primarily due to employee investments. The non-GAAP financial measures for pre-tax income, adjusted for special items, and CASM-Ex used in this section are defined and reconciled in "Supplemental Information" below. Company Initiatives Network Strategy...

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...benefit from improved operational and fuel efficiency, customer service and reduced future maintenance cost that we will experience over the life of the new aircraft. SkyMiles Program During the March 2014 quarter, we announced changes to the SkyMiles program. Effective January 1, 2015, the SkyMiles...

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... -% 15 % 7% Increase (Decrease) vs. Year Ended December 31, 2013 (in millions) Year Ended December 31, 2014 Passenger Revenue RPMs (Traffic) ASMs (Capacity) Passenger Mile Yield PRASM Load Factor Domestic Atlantic Pacific Latin America Total mainline Regional carriers Total consolidated $ $ 17...

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..., adjusted: Average Price Per Gallon Year Ended December 31, (in millions, except per gallon data) 2014 2013 Increase (Decrease) Year Ended December 31, 2014 2013 Increase (Decrease) Fuel purchase cost Airline segment fuel hedge losses (gains) (1) Refinery segment impact (1) Total fuel expense MTM...

Page 35
... addition of leased B-717-200 and B-737-900ER aircraft delivered during the year, partially offset by the retirement of certain B-747-400 aircraft. Other. Other operating expense increased primarily due to costs associated with sales of non-jet fuel products to third parties by our oil refinery. 30

Page 36
...increase in passenger mile yield. Revenue remained strong despite lower fuel prices. In addition, the increase in passenger revenue reflects in-flight product enhancements such as the Economy Comfort product and higher corporate sales. Our geographic regions performed well compared to the prior year...

Page 37
..., adjusted: Average Price Per Gallon Year Ended December 31, (in millions, except per gallon data) 2013 2012 Increase (Decrease) Year Ended December 31, 2013 2012 Increase (Decrease) Fuel purchase cost Airline segment fuel hedge (gains) losses (1) Refinery segment impact (1) Total fuel expense MTM...

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... the profit sharing program described below and to accelerate the planned 2013 pay increase for non-pilot employees. Aircraft Maintenance Materials and Outside Repairs. Aircraft maintenance materials and outside repairs consists of costs associated with maintenance of aircraft used in our operations...

Page 39
... net deferred tax assets on December 31, 2013. The release of the allowance primarily resulted in a net tax benefit of $8.0 billion that was recorded in income tax (provision) benefit in our Consolidated Statement of Operations. Our annual effective tax rate for 2014 was 38.5% . At December 31, 2014...

Page 40
... increased sales in advance of the summer peak travel season and decreases during the summer and fall months. Fuel and Fuel Hedge Margins . The cost of jet fuel is our most significant expense, representing approximately 35% of our total operating expenses for 2014 . The market price for jet fuel...

Page 41
... the purchased miles over a specified future period ("SkyMiles Usage Period"). During the SkyMiles Usage Period, which commenced in December 2011, American Express utilized SkyMiles valued at $333 million annually over three years instead of paying cash to Delta for SkyMiles used. In December 2013...

Page 42
... debt to reduce our total future interest expense. Capital Returns to Shareholders. In May 2013, we announced a plan to return more than $1 billion to shareholders over the next three years. As part of this plan, our Board of Directors initiated a quarterly dividend program and a $500 million share...

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...) 2015 2016 2017 2018 2019 Thereafter Total Long-term debt (see Note 8) Principal amount Interest payments Capital lease obligations (see Note 9) Principal amount Interest payments Operating lease payments Noncancelable payments (see Note 9) Future aircraft leases Aircraft purchase commitments...

Page 44
... mileage credits to non-airline businesses, customers and other airlines. Effective January 1, 2015, the SkyMiles program was modified from a model in which customers earn redeemable mileage credits based on distance traveled to a model based on ticket price. This award change did not affect the way...

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...and cash flows, (2) terminal period revenue growth and cash flows, (3) an estimated weighted average cost of capital, (4) assumed discount rates depending on the asset and (5) a tax rate. These assumptions are consistent with those hypothetical market participants would use. Since we are required to...

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... whether impairments exist for aircraft used in operations, we group assets at the fleet-type level (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 costs, labor costs and other relevant...

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... of 2014 our net deferred tax asset balance was $7.6 billion , against which we maintained a $46 million valuation allowance, primarily related to state net operating losses with limited expiration periods. Defined Benefit Pension Plans We sponsor defined benefit pension plans for eligible employees...

Page 48
... market performance of assets; statutory requirements; and demographic data for participants. For additional information, see Note 11 of the Notes to the Consolidated Financial Statements. Recent Accounting Standards Revenue from Contracts with Customers In May 2014, the Financial Accounting...

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... and analyze the company's financial performance in the periods shown. â€¢ â€¢ â€¢ Year Ended December 31, (in millions) 2014 2013 Pre-tax income Items excluded: MTM adjustments Restructuring and other Loss on extinguishment of debt Virgin Atlantic MTM adjustments Pre-tax income, adjusted...

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... of a seat mile, we exclude the costs related to these sales to provide a more meaningful comparison of the costs of our airline operations to the rest of the airline industry. â€¢ â€¢ â€¢ Year Ended December 31, 2014 2013 CASM Items excluded: Aircraft fuel and related taxes Profit sharing...

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... ASM during a reporting period, excluding aircraft fuel and related taxes, profit sharing, restructuring and other items and other expenses, including aircraft maintenance and staffing services we provide to third parties, our vacation wholesale operations and refinery cost of sales to third parties...

Page 52
... to time in response to margin posting requirements. For the year ended December 31, 2014 , aircraft fuel and related taxes, including our regional carriers, accounted for $13.5 billion , or 35% , of our total operating expense. We recognized $2.0 billion of fuel hedge losses during the year ended...

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... 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, 2014 , we had open foreign currency forward contracts totaling...

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... Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets - December 31, 2 014 and 2013 Consolidated Statements of Operations for the years ended December 31, 201 4, 2013 and 2012 Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2014...

Page 55
... consolidated balance sheets of Delta Air Lines, Inc. (the Company) as of December 31, 2014 and 2013 , and the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2014...

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... 2013, respectively Deferred income taxes, net Other noncurrent assets Total other assets Total assets LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current maturities of long-term debt and capital leases Air traffic liability Accounts payable Accrued salaries and related benefits Hedge...

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Retained earnings Accumulated other comprehensive loss Treasury stock, at cost, 19,790,077 and 18,041,848 shares at December 31, 2014 and 2013, respectively Total stockholders' equity Total liabilities and stockholders' equity $ 3,456 (7,311) (313) 8,813 54,121 $ 3,049 (5,130) (258) 11,643 52,252...

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..., except per share data) 2014 2013 2012 Operating Revenue: Passenger: Mainline Regional carriers Total passenger revenue Cargo Other Total operating revenue Operating Expense: Aircraft fuel and related taxes Salaries and related costs Regional carrier expense Aircraft maintenance materials and...

Page 59
... Statements of Comprehensive (Loss) Income Year Ended December 31, (in millions) 2014 2013 2012 Net Income Other comprehensive (loss) income: Net gain on foreign currency and interest rate derivatives Net change in pension and other benefit liabilities Net gain (loss) on investments Total...

Page 60
... Purchase of Virgin Atlantic shares Purchase of short-term investments Redemption of short-term investments Other, net Net cash used in investing activities Cash Flows From Financing Activities: Payments on long-term debt and capital lease obligations Repurchase of common stock Cash dividends...

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American Express advance purchase of restricted SkyMiles The accompanying notes are an integral part of these Consolidated Financial Statements. - 285 - 54

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...with equity awards and other (Treasury shares withheld for payment of taxes, $14.97 (1) per share) Stock options exercised Stock purchased and retired Balance at December 31, 2013 Net income Dividends declared Other comprehensive loss Shares of common stock issued and compensation expense associated...

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... 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 collaborative arrangements are presented on a gross basis in the applicable line...

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... of amounts due from credit card companies from the sale of passenger airline tickets, customers of our aircraft maintenance and cargo transportation services and other companies for the purchase of mileage credits under our SkyMiles Program. We provide an allowance for uncollectible accounts equal...

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...Risk Classification of Gains and Losses Fuel hedge contracts Interest rate contracts Foreign currency exchange contracts Increases in jet fuel prices Increases in interest rates Fluctuations in foreign currency exchange rates Aircraft fuel and related taxes Interest expense, net Passenger revenue...

Page 66
... Express Membership Rewards Program participants and allow American Express to market using our customer database. Cardholders earn mileage credits for making purchases using co-branded cards, may check their first bag for free, are granted access to Delta SkyClub lounges and receive other benefits...

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..., (2) baggage fee revenue, (3) other miscellaneous service revenue, including ticket change fees, (4) revenue from ancillary businesses, such as the aircraft maintenance and repair and staffing services we provide to third parties and (5) the sale of certain non-jet fuel products by our refinery to...

Page 68
... whether impairments exist for aircraft used in operations, we group assets at the fleet-type level (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 costs, labor costs and other relevant...

Page 69
...and cash flows, (2) terminal period revenue growth and cash flows, (3) an estimated weighted average cost of capital, (4) assumed discount rates depending on the asset and (5) a tax rate. These assumptions are consistent with those hypothetical market participants would use. Since we are required to...

Page 70
... expense advertising costs as other selling expenses in the year incurred. Advertising expense was approximately $200 million for the years ended December 31, 2014 , 2013 and 2012 , respectively. Commissions Passenger sales commissions are recognized in operating expense when the related revenue is...

Page 71
... as non-jet fuel products. We use several counterparties to exchange the non-jet fuel products produced by the refinery 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, 2014 , 2013 and 2012 was...

Page 72
..., valued on a market price basis, from the refinery to the airline segment for use in airline operations. We determine market price by reference to the market index for the primary delivery location, which is New York Harbor, for jet fuel from the refinery. Represents value of products delivered...

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..., 2014 Level 1 Level 2 Valuation Technique Cash equivalents Short-term investments U.S. government and agency securities Asset- and mortgage-backed securities Corporate obligations Other fixed income securities Restricted cash equivalents and investments Long-term investments Hedge derivatives, net...

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... fair value of these investments is based on a market approach using prices and other relevant information generated by market transactions involving identical or comparable assets. Short-Term Investments. Short-term investments generally consist of U.S. government and agency securities, asset- and...

Page 75
... 2013, the U.S. Department of Transportation ("DOT") granted antitrust immunity on these routes. Effective January 1, 2014, we began our immunized collaborative arrangement, which allows for joint marketing and sales, coordinated pricing and revenue management, networking planning and scheduling...

Page 76
... Hedge Derivatives, net (in millions) Notional Balance Designated as hedges Interest rate contracts (fair value hedges) Foreign currency exchange contracts Not designated as hedges Fuel hedge contracts Total derivative contracts 8,604 gallons - crude oil, diesel and jet fuel December 2016...

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... Reclassified from AOCI to Earnings Effective Portion Recognized in Other Comprehensive Income (Loss) Year Ended December 31, (in millions) 2014 2013 2012 2014 2013 2012 Fuel hedge contracts Interest rate contracts Foreign currency exchange contracts Total designated $ $ - $ (31) 158 127...

Page 78
...our SkyMiles Program to participating airlines and non-airline businesses such as credit card companies, hotels and car rental agencies. The credit risk associated with our receivables is minimal. Self-Insurance Risk We self-insure a portion of our losses from claims related to workers' compensation...

Page 79
... we have an investment in our Consolidated Financial Statements. NOTE 7 . INTANGIBLE ASSETS Indefinite-Lived Intangible Assets Carrying Amount at December 31, (in millions) 2014 2013 International routes and slots Delta tradename SkyTeam related assets Domestic slots Total $ $ 2,287 $ 850 661...

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... accounts receivable, flight equipment, ground property and equipment, certain aircraft, spare engines and parts, certain non-Pacific international routes, domestic slots, real estate and certain investments. These assets also secure $250 million of certain fuel hedging obligations pari passu...

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... under revolving credit facilities Future Maturities The following table summarizes scheduled maturities of our debt at December 31, 2014 : Years Ending December 31, (in millions) Total Secured and Unsecured Debt $ $ 1,225 450 228 1,903 Amortization of Debt Discount, net 2015 2016 2017 2018...

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...) 2014 2013 Total debt at par value Unamortized discount, net Net carrying amount Fair value $ $ $ 9,469 $ (90) 9,379 $ 9,800 $ 11,228 (383) 10,845 11,600 NOTE 9 . LEASE OBLIGATIONS We lease aircraft, airport terminals, maintenance facilities, ticket offices and other property and equipment...

Page 83
... Express Membership Rewards Program participants and allow American Express to market using our customer database. Cardholders earn mileage credits for making purchases using co-branded cards, may check their first bag for free, are granted access to Delta Sky Club lounges and receive other benefits...

Page 84
...may be used immediately by American Express. The usage of these SkyMiles is not restricted in any way. These annual purchases of SkyMiles were recorded as deferred revenue within current liabilities. The portion of each purchase of SkyMiles related to mileage credits redeemable for future travel was...

Page 85
... future lifetime of plan participants. Balance Sheet Position Pension Benefits December 31, (in millions) 2014 2013 Other Postretirement and Postemployment Benefits December 31, 2014 2013 Current liabilities Noncurrent liabilities Total liabilities Net actuarial loss Prior service credit Total...

Page 86
... Periodic Cost Pension Benefits Year Ended December 31, (in millions) 2014 2013 2012 2014 Other Postretirement and Postemployment Benefits Year Ended December 31, 2013 2012 Service cost Interest cost Expected return on plan assets Amortization of prior service credit Recognized net actuarial loss...

Page 87
... by investing in a globally diversified mix of public and private equity, fixed income, real assets, hedge funds, and other assets and instruments. Our expected long-term rate of return on assets for net periodic pension benefit cost for the year ended December 31, 2014 was 9% . Life Expectancy...

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... valuation updates from the investment managers and use that information and corroborating data from public markets to determine any needed adjustments to estimate fair value. Hedge Funds. Our hedge fund investments are primarily made through shares of limited partnerships or similar structures...

Page 89
...plan assets classified in Level 3: (in millions) Private Equity Real Estate Hedge Funds Fixed Income Other Total Balance at January 1, 2013 Actual return on plan assets: Related to assets still held at the reporting date Related to assets sold during the period Purchases, sales and settlements, net...

Page 90
... agreements, the Contract Carriers operate some or all of their aircraft using our flight designator codes, and we control the scheduling, pricing, reservations, ticketing and seat inventories of those aircraft and retain the revenues associated with those flights. We pay those airlines an amount...

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... are at risk of future devaluations. In January 2014, the Venezuelan government affirmed the official exchange rate for 2013 sales and announced that some sectors of the economy, including airlines, will use the SICAD I reference rate of 11.7 bolivars per U.S. dollar for 2014 sales and repatriation...

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... 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. There was no Reserve or amount withheld as of December 31, 2014 and 2013 . Other Contingencies General Indemnifications...

Page 93
...the contract without cause prior to its expiration date, no obligation would exist unless such a termination occurs. NOTE 13 . INCOME TAXES Income Tax (Provision) Benefit Our income tax (provision) benefit consisted of the following: Year Ended December 31, (in millions) 2014 2013 2012 Current tax...

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... deferred tax assets and liabilities: December 31, (in millions) 2014 2013 Deferred tax assets: Net operating loss carryforwards Pension, postretirement and other benefits Fuel derivatives MTM adjustments AMT credit carryforward Deferred revenue Other Valuation allowance Total deferred tax assets...

Page 95
... valuation allowance related to net operating losses and capital loss carryovers in the December 2014 quarter. The following table shows the balance of our valuation allowance and the associated activity: (in millions) 2014 2013 2012 Valuation allowance at beginning of period Income tax provision...

Page 96
...required tax withholdings when employee equity awards are issued or vest. These shares are valued at cost, which equals the market price of the common stock on the date of issuance or vesting. The weighted average cost of shares held in treasury was $15.82 and $14.31 as of December 31, 2014 and 2013...

Page 97
... loss: Pension and Other Benefits Liabilities Derivative Contracts (3) (in millions) Investments Total Balance at January 1, 2012 Changes in value (net of tax effect of $0) (1) Reclassification into earnings (net of tax effect of $0) Balance at December 31, 2012 Changes in value (net of tax...

Page 98
... in the fleet restructuring program. We expect to benefit from reduced future maintenance cost and improved operational and fuel efficiency over the life of the new aircraft. As an extension of our fleet restructuring initiative and our desire to reduce the number of regional jets in our network, we...

Page 99
... diluted earnings per share: Year Ended December 31, (in millions, except per share data) 2014 2013 2012 Net income Basic weighted average shares outstanding Dilutive effect of share-based awards Diluted weighted average shares outstanding Basic earnings per share Diluted earnings per share $ 659...

Page 100
... earnings per share for that year due to the weighting of shares used in calculating per share data. Three Months Ended, (in millions, except per share data) March 31 June 30 September 30 December 31 2014 Operating revenue Operating income (loss) Net income (loss) Basic earnings (loss) per share...

Page 101
...and procedures were effective as of December 31, 2014 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...

Page 102
... Board (United States), the consolidated balance sheets of Delta Air Lines, Inc. as of December 31, 2014 and 2013 , and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit), and cash flows for each of the three years in the period ended...

Page 103
...about the number of shares of common stock that may be issued under Delta's equity compensation plans as of December 31, 2014 . (a) No. of Securities to (b) Weighted-Average (c) No. of Securities Remaining be Issued Upon Available for Future Issuance Exercise Price of Exercise of Outstanding Options...

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...-K: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets- December 31, 2014 and 2013 Consolidated Statements of Operations for the years ended December 31, 2014 , 2013 and 2012 Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2014...

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... 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 10th day of February 2015 . DELTA AIR LINES, INC. By: /s/ Richard H. Anderson Richard H. Anderson Chief Executive Officer 98

Page 106
...) Executive Vice President and Chief Financial Officer (Principal Financial Officer) Vice President and Chief Accounting Officer (Principal Accounting Officer) President and Director Director Director Director Chairman of the Board Director Director Director Director Director Director...

Page 107
/s/ Kenneth B. Woodrow Kenneth B. Woodrow Director 99

Page 108
...Annual Report on Form 10-K for the year ended December 31, 2012).* Transaction Framework Agreement among Delta, Delta Master Executive Council, Northwest Master Executive Council and Air Line Pilots Association, International dated as of June 26, 2008 (Filed as Exhibit 10 to Delta's Quarterly Report...

Page 109
... of Certain Benefits of Members of the Board of Directors and Executive Officers (Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).* 10.13(a) Delta Air Lines, Inc. 2012 Long Term Incentive Program (Filed as Exhibit 10.15 to Delta's Annual Report on...

Page 110
...for the quarter ended June 30, 2013).* Terms of 2014 Restricted Stock Awards for Non-Employee Directors (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).* Statement regarding computation of ratio of earnings to fixed charges for each fiscal year in...

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* ** Incorporated by reference. Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to requests for confidential treatment. 103

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EXHIBIT 10.9 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. CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL

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...11 3. PRICE 17 4. PRICE REVISION 21 5. PAYMENT TERMS 22 6. PLANT REPRESENTATIVES - INSPECTION 27 7. CERTIFICATION 28 8. THE BUYER'S ACCEPTANCE 30 9. DELIVERY 32 10. EXCUSABLE DELAY AND TOTAL LOSS 35 11. INEXCUSABLE DELAY 38 12. WARRANTIES AND SERVICE LIFE POLICY 40 13...

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17. SUPPLIER AND ACS SUPPLIERS PRODUCT SUPPORT 79 18. BUYER FURNISHED EQUIPMENT AND ACS EQUIPMENT 82 19. ASSIGNMENT 87 20. INDEMNITIES AND INSURANCE 89 21. TERMINATION 91 22. MISCELLANEOUS PROVISIONS 96 CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL ...

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... AIRCRAFT SPECIFICATION CHANGE NOTICES A350-900 AIRCRAFT SPECIFICATION CHANGE NOTICES FORM OF SPECIFICATION CHANGE NOTICE FORM OF MANUFACTURER'S SPECIFICATION CHANGE NOTICE FORM OF [***] AIRBUS PRICE REVISION FORMULA FORM OF CERTIFICATE OF ACCEPTANCE FORM OF BILL OF SALE SERVICE LIFE POLICY - LIST...

Page 116
... 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...

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... 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...

Page 118
...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...

Page 119
...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...

Page 120
... 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...

Page 121
...-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...

Page 122
...- 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...

Page 123
... 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...

Page 124
... and in effect at the time any such reference is operative. 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...

Page 125
1. SALE AND PURCHASE The Seller shall sell and deliver, and the Buyer shall buy and take delivery of twenty-five (25) firmly ordered A330900neo Aircraft and twenty-five (25) firmly ordered A350-900 Aircraft, subject to the terms and conditions contained in the Agreement. CT1404840_PA_A330-...

Page 126
... 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 2.1.1.2.2A330-900neo Aircraft Weights The New Engine Option Changes shall modify the basic design weights of the A330-300 Standard...

Page 127
...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...

Page 128
... 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...

Page 129
... 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...

Page 130
... 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...

Page 131
... IFE equipment to be incorporated into the BFE Premium Class Seats shall be exclusively BFE items developed by a qualified ACS Supplier. â€¢ â€¢ 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...

Page 132
... 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...

Page 133
... Final Contract Price ") shall be the sum of: (i) (ii) the A330-900neo Aircraft Base Price as adjusted to the Delivery Date of such Aircraft in accordance with Subclause 4.1; plus the aggregate of all increases or decreases to the A330-900neo Aircraft Base Price as agreed in any Specification Change...

Page 134
...the Delivery Date of such A350-900 Aircraft in accordance with Subclause 4.1; and 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...

Page 135
...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...

Page 136
... 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. CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL 21 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY...

Page 137
... TERMS 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...

Page 138
...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...

Page 139
... 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 ...proprietary, insurable or other interest whatsoever in any Aircraft prior to Delivery of and payment in full for such Aircraft as...

Page 140
...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... Payment in Full Except as expressly provided herein (including, but not limited to Subclause 5.3), the Buyer's obligation to make payments ...

Page 141
5.10.2 [***] CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL 26 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 142
... 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...

Page 143
... 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...

Page 144
... 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...

Page 145
... 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...

Page 146
... 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...

Page 147
..., and the Buyer shall accept the same, during the quarters set forth in the table below (each a " Scheduled Delivery Quarter ") Scheduled Delivery Period Scheduled Delivery Period Rank 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Aircraft type Rank 26 27 28 29 30 31 32 33 34...

Page 148
... 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...

Page 149
...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. CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED...

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10. 10.1 EXCUSABLE DELAY AND TOTAL LOSS 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 ...

Page 151
... 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...

Page 152
... aircraft if such manufacture would require the reactivation of its production line for the model or series of aircraft that includes the Aircraft... hereunder with respect to such affected Aircraft and undelivered material, services, data or other items applicable thereto and to be furnished under the...

Page 153
... 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...

Page 154
[***] period to require from the Seller a renegotiation of the Scheduled Delivery Month for the affected Aircraft. Unless otherwise ...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...

Page 155
...WARRANTIES AND SERVICE LIFE POLICY 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...

Page 156
... 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...

Page 157
... 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...

Page 158
... 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...

Page 159
... 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...

Page 160
...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...therefrom, which is claimed to be defective, returned to the Seller, as set forth in Subclause 12.1.6(ii...

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... 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...

Page 162
... 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...

Page 163
... 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...

Page 164
... 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...

Page 165
... 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. The Buyer shall keep the Seller informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded, if the failure to...

Page 166
..., 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...

Page 167
... 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...

Page 168
... 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...

Page 169
... to the design of a component, equipment, accessory or part other than a ...elsewhere in the Agreement. 12.4.5.3All reports, recommendations, data and other documents furnished by the Seller....5 EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY THIS CLAUSE 12 ... AND FILED SEPARATELY WITH ...

Page 170
..., CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY; ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR: LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS...

Page 171
...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...

Page 172
... 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...

Page 173
...data, papers, records...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...

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... ") 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...

Page 175
... 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...

Page 176
... 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...

Page 177
... 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...

Page 178
...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...

Page 179
...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...

Page 180
...CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY; 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...

Page 181
... set forth in the Seller's then current Customer Services Catalog. 14.15 Future Developments 14.15.1The Seller continuously monitors technological developments and applies them to Technical Data, document and information systems' functionalities, production and methods of transmission. 14.15.2The...

Page 182
... 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...

Page 183
... 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...

Page 184
... 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...

Page 185
... avoidance of doubt, for the purpose of performing training, such training equipment does not include aircraft. 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...

Page 186
... 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...

Page 187
... list of the trainees for each course, with the validated qualification of each trainee, at the time of reservation ...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...

Page 188
...[***], 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...

Page 189
... 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...

Page 190
...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 All proprietary rights, including but not limited to patent, design and copyrights, relating to the...

Page 191
... 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...

Page 192
... 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...

Page 193
... of performance / operations training [***] for the Buyer's personnel. 3. 3.1 3.2 4. MAINTENANCE TRAINING 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...

Page 194
... 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...

Page 195
... and transferable product support agreements from ACS Suppliers of ACS Equipment, 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. 17.4.2 These...

Page 196
... 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...

Page 197
... 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...

Page 198
... 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...

Page 199
... but not limited to those set forth in the Customization Milestone Chart; 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. that, should a timeframe, quality or other type of risk be...

Page 200
... by reference to the Type Certificate and listed in the Type Certificate Data Sheet, and 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 not...

Page 201
... or 18.1.1.4, as applicable, or furnishing the BFE in a serviceable condition at the requested delivery date, or 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...

Page 202
..., 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...

Page 203
... 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...

Page 204
... 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...

Page 205
... 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...

Page 206
... 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...

Page 207
...delivery of an Aircraft as provided in the Agreement. The Buyer or any of its Affiliates defaults in the observance or performance...the Seller can elect any of the following remedies under the applicable law: (A) [***]; (B) [***]; (C) [***]; and/or (D) ... PORTION OMITTED AND FILED SEPARATELY WITH THE...

Page 208
... or terminated this Agreement pursuant to Subclause 21.2.1(D), " Applicable Date " - for any Affected Aircraft, the date the Seller issues the notice [***] pursuant to Subclause 21.2.3(B will have the same meaning as the "Final Contract Price" of the Aircraft as that term is defined in Subclauses...

Page 209
... 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...

Page 210
...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...

Page 211
..., 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...

Page 212
... the Seller: (i) (ii) 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; neither the execution and delivery by the Buyer of this Agreement...

Page 213
(i) (ii) 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; neither the execution and delivery by the Seller of this Agreement, nor the consummation ...

Page 214
... (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...

Page 215
...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... date herewith or subsequent hereto executed by both parties or by ... FILED...

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.... AIRBUS S.A.S. /s/ John J. Leahy By: Title: John J. Leahy Chief Operating Officer, Customers DELTA AIR LINES, INC. /s/ Nathaniel J. Pieper By: Nathaniel J. Pieper Title: Vice President Fleet Strategy & Transactions CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL

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Exhibit A-1 A330-300 AIRCRAFT STANDARD SPECIFICATION The A330-300 Standard Specification is contained in a separate folder. CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL 1

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Exhibit A-2 A350-900 AIRCRAFT STANDARD SPECIFICATION The A350-900 Standard Specification is contained in a separate folder. CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL 1

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Exhibit A-3 SCN LISTING FOR A330-900neo AIRCRAFT Based on A330-300 Standard Specification CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL 1

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Exhibit A-3 [***] CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL 2

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Exhibit A-4 SCN LISTING FOR A350-900 AIRCRAFT Based on A350-900 [***] [***] CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL 1

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Exhibit A-4 SCN LISTING FOR A350-900 AIRCRAFT Based on A350-900 [***] [***] CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL 2

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Exhibit B-1 FORM OF A SPECIFICATION CHANGE NOTICE CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL 1

Page 224
...For SPECIFICATION CHANGE NOTICE (SCN ) SCN Number Issue Dated Page Title : Description : Effect on weight : â€¢ Manufacturer's Weight Empty change : â€¢ Operational Weight Empty change : â€¢ Allowable Payload change : Remarks / References Specification changed by this SCN This SCN requires prior or...

Page 225
Exhibit B-1 For SPECIFICATION CHANGE NOTICE (SCN) 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: CT1404840_PA_A330-900neo_A350-...

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Exhibit B-1 For SPECIFICATION CHANGE NOTICE (SCN) SCN Number Issue Dated Page Scope of change (FOR INFORMATION ONLY) CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL 4

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Exhibit B-2 FORM OF A MANUFACTURER'S SPECIFICATION CHANGE NOTICE CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL Exh B-2 1 /4

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...Number Issue Dated Page Title : Description : Effect on weight : â€¢ Manufacturer's Weight Empty change : â€¢ Operational Weight Empty change : â€¢ Allowable Payload change : Remarks / References Specification changed by this MSCN Price per aircraft US DOLLARS: AT DELIVERY CONDITIONS: This change...

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Exhibit B-2 For MANUFACTURER'S SPECIFICATION CHANGE NOTICE (MSCN) 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: CT1404840_PA_A330-...

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Exhibit B-2 For MANUFACTURER'S SPECIFICATION CHANGE NOTICE (MSCN) MSCN Number Issue Dated Page Scope of change (FOR INFORMATION ONLY) CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx PRIVILEDGED AND CONFIDENTIAL Exh B-2 4 /4

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Exhibit B-3 FORM OF [***] CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx PRIVILEDGED AND CONFIDENTIAL Exh B-3 1 /2

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Exhibit B-3 [***] CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx PRIVILEDGED AND CONFIDENTIAL Exh B-3 2 /2

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... 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. 5.1 GENERAL PROVISIONS Roundings The Labor Index average and the Material Index CT1404840_PA_A330-900neo_A350...

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... D 5.2 Substitution of Indexes for [***] If: (i) (ii) (iii or [***], or [***]; 5.3 Final Index Values The Index values as defined in Clause 4 above shall be considered final [***]. 5.4 Limitation [***] CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx PRIVILEDGED AND CONFIDENTIAL Exh. D 2 /3

Page 235
...from time to time (the " Purchase Agreement "), the technical acceptance tests relating to one Airbus A3[â€¢]-[â€¢] aircraft, bearing manufacturer's serial number [â€¢], and registration mark [â€¢](the " Aircraft ") have taken place in [Blagnac/Hamburg]. In view of said tests having been carried out...

Page 236
... 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...

Page 237
... 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 PRIVILEDGED AND CONFIDENTIAL Exh...

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Exhibit F EXHIBIT F SELLER SERVICE LIFE POLICY LIST OF ITEMS CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx PRIVILEDGED AND CONFIDENTIAL Exh. F 1 /4

Page 239
Exhibit F 1. The Items covered by the Service Life Policy pursuant to Subclause 12.2 are those Seller Items of primary and ...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 ...

Page 240
Exhibit F 2.3.3.2 [***] 2.4 Pylon 2.4.1 [***] 2.4.1.1 [***] 2.4.1.2 [***] 2.4.1.3 [***] 2.4.1.4 [***] 3. 3.1 FUSELAGE 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 [***] ...

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Exhibit F 4. 4.1 STABILIZERS 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 ...

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Exhibit G-1 A330-900neo TECHNICAL DATA & SOFTWARE CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx PRIVILEDGED AND CONFIDENTIAL Exh. G-1 1 /5

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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 PRIVILEDGED AND CONFIDENTIAL Exh. G-1 2 /5

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Exhibit G-1 3 4. 4.1 4.2 5. CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx PRIVILEDGED AND CONFIDENTIAL Exh. G-1 3 /5

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Exhibit G-2 A350-900 TECHNICAL DATA & SOFTWARE CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx PRIVILEDGED AND CONFIDENTIAL Exh. G-2 4 /4

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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 PRIVILEDGED AND CONFIDENTIAL Exh. G-2 5 /4

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Exhibit G-2 4. 4.1 5. [***] [***] CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx PRIVILEDGED AND CONFIDENTIAL Exh. G-2 6 /4

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Exhibit H EXHIBIT H MATERIAL SUPPLY AND SERVICES CT1404840_PA_A330-900neo_A350-900_EXECUTION.docx PRIVILEDGED AND CONFIDENTIAL Exh. H 1 /12

Page 249
... classified as Expendable Line Maintenance Parts (as defined in SPEC 2000); 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...

Page 250
... 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...

Page 251
...H (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...location, for the purpose of setting an acceptable schedule and working procedure for the preparation of the initial issue of the Provisioning Data...

Page 252
... 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) (ii) Buyer modifications not known to...

Page 253
... 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...

Page 254
...delivery to the Buyer: (i) (ii) (iii) (iv) be free from defects in material. be free from defects in workmanship, including without limitation processes of manufacture. be free... with the Seller a credit equal to the price of such Seller Part...transfer to the Buyer the benefit of any warranties, which ...

Page 255
... 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...

Page 256
... 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...

Page 257
... 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...

Page 258
... I EXHIBIT I LICENSES AND ON LINE SERVICES Part 1 Part 2 Part 3 END-USER LICENSE AGREEMENT FOR AIRBUS SOFTWARE END-USER SUBLICENSE AGREEMENT FOR SUPPLIER SOFTWARE END-USER SUBLICENSE AGREEMENT FOR ACS SUPPLIER SOFTWARE [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION...

Page 259
...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...

Page 260
... 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...

Page 261
... of the Licensee intending to designate a maintenance and repair organization or a third party to perform the 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...

Page 262
... 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...

Page 263
...sublicense, lease, lend, whether on a freeof-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. g) h) i) j) With respect to Software Products intended for use on...

Page 264
... 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...

Page 265
.... 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...

Page 266
... 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...

Page 267
Exhibit I (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. ...

Page 268
... or discrepancy. 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...

Page 269
... 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...

Page 270
... 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...

Page 271
...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 ... the corresponding Supplier [***]. 4 COPIES Use of the Supplier Software is limited to the number of copies delivered by the Sublicensor ...

Page 272
... 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...

Page 273
..., trademarks or any other information related to ownership or intellectual property rights in the Supplier Software; 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...

Page 274
...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...

Page 275
... 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...

Page 276
..." 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...

Page 277
... Software to the operators of Airbus aircraft. " 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...

Page 278
...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 SubSublicensor to the ACS Sublicensee and...

Page 279
...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...

Page 280
... rights, trademarks or any other information related to ownership or intellectual property rights in the ACS Supplier Software; 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...

Page 281
... 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...

Page 282
...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...

Page 283
... 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...

Page 284
... ") certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter ...govern. 1 1.1 CREDIT MEMORANDA A330-900neo Aircraft 1.1.1 In respect of each A330-900neo Aircraft that is sold by the Seller and purchased...

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1.1.4 1.1.5 [***] 1.1.6 [***] 1.1.7 1.1.8 [***] 1.1.9 [***] 1.1.1 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

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... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH...

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1.2.7 1.2.8 1.2.9 i) (ii [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

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1.3 [***] 1.3.1 [***] (a) [***] (i) [***] (ii) [***] (b 1.3.2 [***] (a) [***] (i) [***] (ii) [***] (b 1.4 [***] [***] 1.5 [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 289
... 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). [***] CONFIDENTIAL PORTION OMITTED AND FILED...

Page 290
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 291
... 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...

Page 292
[***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 293
... 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). [***] CONFIDENTIAL PORTION OMITTED AND FILED...

Page 294
...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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 295
...agreed to set forth in this Letter Agreement N o . 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...

Page 296
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 [***], ... provisions of Paragraph 1.3 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 297
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 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 298
...Such notice shall include [***] of the A350-900 Aircraft the Buyer wishes to [***] in accordance with paragraph 1.2.2.1 (iii) above. No later than [***] after receipt of the Buyer's notice, the Seller shall respond to the Buyer in writing to communicate the The Seller's obligation to comply with an...

Page 299
... 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). [***] CONFIDENTIAL PORTION OMITTED AND FILED...

Page 300
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 301
... 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...

Page 302
... 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 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 303
... 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. [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 304
... 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). [***] CONFIDENTIAL PORTION OMITTED AND FILED...

Page 305
...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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 306
APPENDIX 1 A330-900neo LOPA CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 307
APPENDIX 2 [***] [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 308
APPENDIX 3 [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 309
...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...

Page 310
..." 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...

Page 311
...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 "). 2 2.1 FLIGHT PERFORMANCE Takeoff...

Page 312
...Performance at [***] 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. 2.2 Speed The level flight speed at a gross weight of [***], on an ISA+10Â°C day, at an [***] and using...

Page 313
... [***] 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 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 314
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 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 315
... 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 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR...

Page 316
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 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 317
...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 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL...

Page 318
...The [***] defined as the sum of: - the [***] of the Aircraft as defined in Paragraph 1 herein ([***] according to Section [***] of... 2.4.3, 2.5.2 and 2.6 herein. 3 [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 319
...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. 4.2 Interior Noise During Flight 4.2.1 Cockpit At a pressure altitude of [***], the guaranteed A-weighted Sound Pressure Level (SPL) and the...

Page 320
... 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. The Performance Guarantees may be adjusted in the...

Page 321
...changes required to obtain the Type Certificate which require changes to the performance or weight of the Aircraft. 8 EXCLUSIVE GUARANTEES The Performance...of the A330neo Aircraft fails to comply with any of the Performance Guarantees, the Seller shall [***]. In the event of non-compliance with any ...

Page 322
... 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). [***] CONFIDENTIAL PORTION OMITTED AND FILED...

Page 323
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 324
APPENDIX A [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 325
...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) [***]. 2 2.1 FLIGHT PERFORMANCE Takeoff...

Page 326
... The FAA dry permissible Takeoff Weight shall not be less than [***]. 2.1.3 Takeoff 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 [***]. 2.2 Speed The level flight speed at a gross...

Page 327
... 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 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 328
... 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: [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 329
... 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: [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR...

Page 330
[***] 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: [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH ...

Page 331
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: [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 332
...The [***] defined as the sum of: - the [***] of the Aircraft as defined in Paragraph 1 above ([***] according to Section [***]of the... 2.4.2, 2.4.3, 2.5.2 and 2.6 herein. [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 333
... Officer's seat position at head level with normal cockpit air conditioning and ventilation in operation. 4.2.2 Cabin 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...

Page 334
... 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. The Performance Guarantees may be adjusted in the...

Page 335
...changes required to obtain the Type Certificate which require changes to the performance or weight of the Aircraft. 8 EXCLUSIVE GUARANTEES The Performance... the A350-900 Aircraft fails to comply with any of the Performance Guarantees, the Seller shall [***]. In the event of non-compliance with any ...

Page 336
... or effect. 11...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). [***] CONFIDENTIAL PORTION OMITTED AND FILED...

Page 337
...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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 338
APPENDIX A [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 339
... 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...

Page 340
2 2.1 2.2 [***] 3 3.1 3.2 a) (b) (c 4 4.1 [***] [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 341
(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 [***] [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 342
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 [***] [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 343
5.11 6 6.1 6.2 6.3 [***] [***] 6.4 [***] [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 344
6.5 a) (b) 7 i) (ii) (iii [***] [***] 8 8.1 8.2 8.3 9 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 345
... 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 [***] CONFIDENTIAL PORTION...

Page 346
... 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 ...

Page 347
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 348
APPENDIX A [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 349
APPENDIX B [***]. [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 350
... 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...

Page 351
2 2.1 2.2 3 3.1 3.2 a) (b) (c) 4 4.1 a [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 352
(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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 353
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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 354
[***] 6 6.1 6.2 6.3 [***] [***] 6.4 6.5 [***] [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 355
a) (b) 7 i) (ii) (iii 8 8.1 8.2 8.3 9 9.1 9.2 [***] (a) (b) 9.3 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 356
...contravention of this provision shall be void and of no force or effect. 14 CONFIDENTIALITY This Letter Agreement is subject to the terms and ... 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...

Page 357
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 358
APPENDIX A CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 359
APPENDIX B [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 360
... 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...

Page 361
... 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...

Page 362
... terms and conditions set forth in the Seller's then current Customer Services Catalog." 3 3.1 [***] [***] 3.1.1 [***] 3.1.1.1 The Seller grants to the Buyer 3.1.1.2 a) [***] (i) [***] (ii) [***] (b CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR...

Page 363
[***] [***] 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 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 364
(a) [***] (i) [***] (ii) [***] (b 3.2.2 A) [***] (B) (i) [***] (ii 3.2.3 i) [***] (ii 4 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 365
... 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). [***] CONFIDENTIAL PORTION OMITTED AND FILED...

Page 366
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 367
... 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...

Page 368
... Buyer in writing, the lead-times for delivery of such qualified answer to the Buyer shall not exceed: (i) (ii) (iii 2.3 [***] [***] 3 3.1 PRICES Price Condition [***] [***] 3.2 [***] 3.2.1 [***] 3.2.2 3.2.3 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 369
... 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). [***] CONFIDENTIAL PORTION OMITTED AND FILED...

Page 370
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 371
...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...

Page 372
...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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY...

Page 373
... 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 [***] 5.2 A new Subclause...

Page 374
...be required by the Aviation Authority of the Delivery Location for the purpose of exporting the Aircraft 9.3.2 ...as Appendix 3. 10 CLAUSE 20 - INDEMNIFICATION AND INSURANCE Clause 20 of the Agreement is deleted in its...be void and of no force or effect. 13 CONFIDENTIALITY This Letter Agreement is ...

Page 375
... parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts ...an original is subsequently delivered). [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 376
...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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 377
... 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 CONFIDENTIAL PORTION OMITTED AND FILED...

Page 378
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH...

Page 379
...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 ... 10.8 i) (ii [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 380
... 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...

Page 381
... 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...

Page 382
...[***] Notice of the claim or suit shall be accompanied by all information pertinent to the matter as is reasonably available to the Indemnified Party ... shall, [***] 20.5 Insurance [***] (A) (B i) (ii) (iii 1 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT...

Page 383
...any jurisdiction relating to bankruptcy...to its debts and such ...assets and such action is not stayed or dismissed [***] or the Buyer makes a general assignment for the benefit of its creditors. An action is commenced against [***] or the Buyer seeking The Buyer fails to make any [***] Payment required...

Page 384
...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...

Page 385
... 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 [***] CONFIDENTIAL PORTION OMITTED...

Page 386
... parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts ...an original is subsequently delivered). [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 387
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 388
...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...

Page 389
... 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 [***] CONFIDENTIAL PORTION OMITTED...

Page 390
... parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts ...an original is subsequently delivered). [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 391
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 392
...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...

Page 393
1 2 2.1 [***] [***] a) [***] b) [***] 2.2 [***] 3 3.1 3.2 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 394

Page 395
(i) (ii) (iii) (iv) 4 4.1 4.2 4.3 4.4 5 [***] [***] a) b [***] 6 6.1 a) b 6.2 6.2.1 [***] 6.2.2 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 396
[***] 6.2.3 [***] 6.3 [***] 7 [***] [***] 7.1 7.2 7.3 7.4 7.5 i) [***] (ii) [***] 8 8.1 8.2 [***] [***] 9 9.2 9.3 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 397
... 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). [***] CONFIDENTIAL PORTION OMITTED AND FILED...

Page 398
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 399
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 400
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 401
[***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 402
[***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 403
...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...

Page 404
0 [***] [***] 1 2 2.1 [***] [***] a) [***] i) [***] ii) [***] b) [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 405

Page 406
i) [***] ii) [***] 2.2 [***] 3 3.1 3.2 i) [***] (ii) [***] (iii) [***] (iv) [***] 4 4.1 4.2 4.3 4.4 5 [***] [***] a) b [***] 6 6.1 a) b [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 407
6.2 6.2.1 [***] 6.2.2 6.2.3 [***] 6.3 [***] 7 [***] [***] 7.1 7.2 7.3 7.4 7.5 i) [***] (ii) [***] 8 8.1 8.2 [***] [***] [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 408
... 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). [***] CONFIDENTIAL PORTION OMITTED AND FILED...

Page 409
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 410
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 411
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 412
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 413
[***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Page 414
...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...

Page 415
... 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. [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT [***] [***]

Page 416
... 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). [***] CONFIDENTIAL PORTION OMITTED AND FILED...

Page 417
... 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 [***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO...

Page 418
...1. Purpose. The 2015 Long-Term Incentive Program (the " 2015 LTIP ") is a long term incentive program sponsored by Delta Air Lines, Inc. (" Delta " or the " Company ") that is intended to closely: (a) link pay and performance by providing management employees with a compensation opportunity based on...

Page 419
... of Restrictions-Continued Employment . Subject to the terms of the 2007 Performance Plan and the 2015 LTIP, 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, 2016 (" First...

Page 420
...whether the Participant is considered as a retiree for purposes of any other program, plan or policy of the Company, for purposes of the 2015 LTIP, the Participant's employment shall be considered to have been terminated by the Company for Cause. (vi) Change in Control . Notwithstanding the forgoing...

Page 421
...(A) the Average Annual Operating Income Margin during the Performance Period of the Company relative to the Composite Performance of the members of the Industry Composite Group; (B) Customer Service Performance during the Performance Period of the Company; and (C) Return on Invested Capital for each...

Page 422
... any annual broad-based employee profit sharing plan, program or similar arrangement. " Total Operating Revenue " means, subject to Section 4(b)(v)(B) below, the subject company's total operating revenue for the applicable periods based on its regularly prepared and publicly available statements of...

Page 423
...Committee. Company management will periodically report to the Company's Board of Directors regarding Delta's NPS. (D) Return on Invested Capital. (1)The " Return on Invested Capital " for Delta shall be calculated by using Delta's Adjusted Total Operating Income and Average Invested Capital for each...

Page 424
... applicable fees or charges associated therewith. (5) "Adjusted Net Debt" for Delta shall be calculated quarterly based on its regularly prepared internal financial statements using the following formula (A+B-C), subject to Section 4(b)(v)(B), where: A = Total gross long term debt and capital leases...

Page 425
... 4(b)(v), as of the end of the Performance Period to the extent that the Company's actual performance results meet or exceed Threshold level with respect to Average Annual Operating Income Margin, Customer Service Performance and/or Return on Invested Capital, as applicable and as described below...

Page 426
... the Performance Period between Delta and any regional carrier or between any member of the Industry Composite Group and any regional carrier (a " Regional Carrier Transaction "), Average Annual Operating Income Margin and, as applicable, Return on Invested Capital for any such company involved...

Page 427
...end of 2016, in which case such payment shall be made as soon as administratively practicable after March 15, 2017. (vii) Accelerated Vesting/Forfeiture upon Termination of Employment-Excluding Return on Invested Capital . The portion of the Performance Award attributable to Average Annual Operating...

Page 428
...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, 2017, the Participant will immediately forfeit any unpaid portion of the Performance Award attributable to Average Annual Operating Income Margin and Customer...

Page 429
... retiree for purposes of any other program, plan or policy of the Company, for purposes of the 2015 LTIP, the Participant's employment shall be considered to have been terminated by the Company for Cause. (viii) Accelerated Vesting/Forfeiture upon Termination of Employment-Return on Invested Capital...

Page 430
...'s Termination of Employment by the Company for Cause, the Participant will immediately forfeit any unpaid portion of the Performance Award attributable to Return on Invested Capital, including any Earned Awards, as of the date of such Termination of Employment. (F) Retirement-Eligible Participants...

Page 431
...become vested, the Company shall pay to Participant in cash a lump sum amount equal to the number of RSUs vesting multiplied by the closing price of a Share of Common Stock on the New York Stock Exchange on the vesting date or, if the Common Stock was not traded on the New York Stock Exchange on the...

Page 432
... without Cause or by the Participant for Good Reason (including the Termination of Employment of the Participant if he or she is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), a number of RSUs equal to the Pro Rata RSU Portion will become...

Page 433
... Company's Equity Award Grant Policy, as in effect from time to time, and set forth in a Participant's Award Agreement. (iii) Exercise Price . The exercise price of the Option is the closing price of a Share on the New York Stock Exchange on the Grant Date. (iv) Exercise Period/Performance Measures...

Page 434
... 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 he or she is employed by an Affiliate at the time the Company sells or otherwise divests...

Page 435
... retiree for purposes of any other program, plan or policy of the Company, for purposes of the 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 5 of the 2015 LTIP...

Page 436
... senior officer level Participant has 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 Securities and Exchange Commission, the Committee will review all incentive compensation awarded to or earned by...

Page 437
... the Participant's Target MIP Award, as defined below; (ii) the level of achievement within each applicable performance measure; and (iii) the occurrence of a payout for 2015 under the Company's broad-based employee profit sharing program (the " Profit Sharing Program "), as described below. Certain...

Page 438
... annual base salary as in effect on December 31, 2015. 5. Weighting of Performance Measures. Subject to Section 8 below, a percentage of each Participant's Target MIP Award is allocated to one or more of Financial Performance, Operational Performance, Revenue Performance, Leadership Effectiveness...

Page 439
... Financial, Operational, Revenue, Leadership Effectiveness, and Individual Performance, are based on the achievement of the target performance level with respect to each applicable performance measure (except that Financial Performance also requires a payout under the Profit Sharing Program for 2015...

Page 440
... 1 The Profit Sharing Program for 2015 defines "Pre-Tax Income" as follows: for any calendar year, the Company's consolidated pre-tax income calculated in accordance with Generally Accepted Accounting Principles in the United States and as reported in the Company's public securities filings but...

Page 441
...Available Seat Miles of all members of the Industry Group. " Total Operating Revenue " means, for Delta and each member of the Industry Group, the applicable company's total operating revenue for a calendar year based on its regularly prepared and publicly available statements of operations prepared...

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" TRASM " means Total Operating Revenue divided by Available Seat Miles. (d) Leadership Effectiveness Performance Measure . The Leadership Effectiveness Performance measure (applicable to Participants who are Vice Presidents or Senior Vice Presidents) for 2015 will be based on an evaluation of ...

Page 443
...or she is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate) or (2) Retirement, the Restrictions shall lapse and be of no further force or effect on the date there is a payout under the Profit Sharing Program as if such Executive Officer Participant...

Page 444
...to the terms of the 2007 Plan. In the event any Executive Officer Participant's MIP Award is converted to MIP Restricted Stock, such Participant will receive a written notice of such conversion with the details thereof as soon as practicable after the MIP payment date. 8. Change in Employment Status...

Page 445
... extent and at the same time as the Participant would have received such MIP Award if such Participant's employment had continued through December 31, 2015 ( i.e. , based on achievement of applicable performance measures). The Participant's Annual Base Salary will be determined in accordance with...

Page 446
... that during 2015 a Participant (A) transfers employment from Delta to a Delta subsidiary or Affiliate that does not participate in the MIP or (B) goes on any type of leave at any time during 2015, the Participant will have his Target MIP Award calculated based on his annual base salary (measured as...

Page 447
... of the specific plan or program; provided , however , that any MIP payment made to an Executive Officer Participant in MIP Restricted Stock will be considered as earnings only for purposes of the Company's restoration payment program, as in effect from time to time. If such payments are included...

Page 448
... senior officer level Participant has 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 Securities and Exchange Commission, the Committee will review all incentive compensation awarded to or earned by...

Page 449
... source of reported metrics used to calculate performance will be each Delta Connection carrier's data which flows into Delta's data warehouse. B. All domestic and international Delta Connection carrier system operations subject to capacity purchase agreements and/or revenue proration agreements...

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... All calculations will be performed and validated by Delta Connection Operations. F. The comparator group for the relative measure shall include the regional portfolios for Alaska Air Group, Inc., United Continental Holdings, Inc. and American Airlines Group, Inc. and the data is compiled by a third...

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Exhibit 12.1 Delta Air Lines, Inc. Computation of Ratio of Earnings to Fixed Charges Year Ended December 31, (in millions, except for ratio data) 2014 2013 2012 2011 2010 Earnings (loss) before income taxes Add (deduct): Fixed charges from below Capitalized interest Earnings (loss) as adjusted $ ...

Page 452
...Aero Assurance Ltd. DAL Global Services, LLC Delta Private Jets, Inc. Endeavor Air, Inc. Epsilon Trading, LLC MIPC, LLC MLT Vacations, Inc. Monroe Energy, LLC New Sky, Ltd. Certain subsidiaries were omitted pursuant to Item 601(21)(ii) of the SEC's Regulation S-K. Vermont Delaware Kentucky Georgia...

Page 453
...Airlines Corporation 2007 Stock Incentive Plan; (2) (3) (4) of our reports dated February 10, 2015 , 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...

Page 454
... 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. /s/ Richard H. Anderson Richard H. Anderson Chief Executive Officer...

Page 455
...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. /s/ Paul A. Jacobson Paul A. Jacobson Executive Vice President and...

Page 456
...with the Securities and Exchange Commission of the annual report on Form 10-K of Delta Air Lines, Inc. ("Delta") for the fiscal year ended December 31, 2014 (the "Report"). Each of the undersigned, the Chief Executive Officer and the Executive Vice President and Chief Financial Officer, respectively...

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