Delta Airlines 2014 Annual Report Download - page 367

LETTER AGREEMENT NO. 9
As of November 24, 2014
Delta Air Lines, Inc.
1050 Delta Boulevard
Atlanta, Georgia 30320
Re: SELLER PARTS AND SELLER PARTS SERVICES
Dear Ladies and Gentlemen,
Delta Air Lines, Inc. (the “ Buyer ”) and Airbus S.A.S. (the “ Seller ”) have entered into an Airbus A350-
900 Aircraft and
A330-900neo Aircraft Purchase Agreement of even date herewith (the “ Agreement ”)
which covers, among other matters,
the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said
Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 9 (this “ Letter Agreement ”
)
certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise
defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof”
and
“hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement shall constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement shall be governed
by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter Agreement shall govern.
[***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT
1
DEFINITIONS AND UNDERTAKINGS
1.1 For [***] (the “ Term ”),
the Seller shall (i) maintain, or cause to be maintained, a stock of Seller Parts (as defined
below), reasonably adequate to meet the requirements of the Buyer for the Aircraft, and (ii) sell and deliver such
Seller Parts (in each case, together with all necessary documentation and data) in accordance with the provisions of
this Letter Agreement.
1.2 For the purposes of this Letter Agreement, the term “ Seller Parts ”
means the Seller's proprietary parts bearing a part
number of the Seller or for which the Seller has the exclusive sales rights.