Delta Airlines 2014 Annual Report Download - page 151

If, prior to Delivery, any Aircraft is lost, destroyed or in the reasonable opinion of the Seller is damaged beyond
economic repair (“ Total Loss ”),
the Seller will notify the Buyer to this effect within [***] of such occurrence. The
Seller will include in said notification (or as soon after the issue of the notice as such information becomes available
to the Seller) the earliest date consistent with the Seller's other commitments and production capabilities that an
aircraft to replace the Aircraft may be delivered to the Buyer and the Scheduled Delivery Month will be extended as
specified in the Seller's notice to accommodate the delivery of the replacement aircraft; provided, however, that if the
Scheduled Delivery Month is extended to a month that is later than [***] after the last day of the original Scheduled
Delivery Month then this Agreement will terminate with respect to said Aircraft unless:
[***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT
10.3
Termination on Excusable Delay
10.3.1
If any Delivery is delayed as a result of an Excusable Delay for a period of more than [***] after the last day of the
Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft, by
giving written notice to the other party within [***] after the expiration of such [***] period. However, the Buyer will
not be entitled to terminate this Agreement pursuant to this Subclause 10.3.1 if the Excusable Delay is caused directly
or indirectly by the action or inaction of the Buyer.
10.3.2
If the Seller advises the Buyer in its notice of a revised Scheduled Delivery Month pursuant to Subclause 10.2.1(iv)
that there will be a delay in Delivery of an Aircraft of more than [***] after the last day of the Scheduled Delivery
Month, then either party may terminate this Agreement with respect to the affected Aircraft. Termination will be made
by giving written notice to the other party within [***] after the Buyer's receipt of the notice of a revised Scheduled
Delivery Month.
10.3.3
If this Agreement is not terminated under the terms of Subclause 10.3.1 or 10.3.2, then the Seller will be entitled to
reschedule Delivery. The Seller will notify the Buyer of the new Scheduled Delivery Month after [***] referred to in
Subclause 10.3.1 or 10.3.2, and this new Scheduled Delivery Month will be deemed to be an amendment to the
applicable Scheduled Delivery Month in Subclause 9.1.
10.4
Total Loss, Destruction or Damage
(i)
the Buyer notifies the Seller within [***] of the date of receipt of the Seller's notice that it desires the Seller to
provide a replacement aircraft during the month quoted in the Seller’s notice; and
(ii)
the parties execute an amendment to this Agreement recording the change in the Scheduled Delivery Month.
CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx
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