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Delta Air Lines, Inc. – ‘10-Q’ for 9/30/20 – ‘EX-10.1A’

On:  Tuesday, 10/13/20, at 8:24pm ET   ·   As of:  10/14/20   ·   For:  9/30/20   ·   Accession #:  27904-20-13   ·   File #:  1-05424

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  As Of               Filer                 Filing    For·On·As Docs:Size

10/14/20  Delta Air Lines, Inc.             10-Q        9/30/20   84:11M

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.20M 
 2: EX-10.1A    Material Contract                                   HTML     33K 
 3: EX-10.1B    Material Contract                                   HTML     34K 
 4: EX-10.1C    Material Contract                                   HTML     30K 
 5: EX-10.2A    Material Contract                                   HTML     33K 
 6: EX-10.2B    Material Contract                                   HTML     30K 
 7: EX-15       Letter re: Unaudited Interim Financial Info         HTML     22K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     27K 
10: EX-32       Certification -- §906 - SOA'02                      HTML     25K 
17: R1          Cover                                               HTML     74K 
18: R2          Consolidated Balance Sheets (Unaudited)             HTML    150K 
19: R3          Consolidated Balance Sheets (Unaudited)             HTML     43K 
                (Parenthetical)                                                  
20: R4          Condensed Consolidated Statements of Operations     HTML    120K 
                and Comprehensive (Loss) Income (Unaudited)                      
21: R5          Condensed Consolidated Statements of Cash Flows     HTML     85K 
                (Unaudited)                                                      
22: R6          Consolidated Statements of Stockholders' Equity     HTML     91K 
                (Unaudited)                                                      
23: R7          Consolidated Statements of Stockholders' Equity     HTML     25K 
                (Unaudited) (Parenthetical)                                      
24: R8          Summary of Significant Accounting Policies          HTML     30K 
25: R9          Impact of the COVID-19 Pandemic                     HTML    103K 
26: R10         Revenue Recognition                                 HTML    114K 
27: R11         Fair Value Measurements                             HTML     65K 
28: R12         Investments                                         HTML     72K 
29: R13         Derivatives and Risk Management                     HTML    121K 
30: R14         Debt                                                HTML    114K 
31: R15         Employee Benefit Plans                              HTML     77K 
32: R16         Commitments and Contingencies                       HTML     49K 
33: R17         Accumulated Other Comprehensive Loss                HTML     48K 
34: R18         Segments                                            HTML    123K 
35: R19         (Loss)/Earnings Per Share                           HTML     47K 
36: R20         Summary of Significant Accounting Policies          HTML     30K 
                (Policies)                                                       
37: R21         Impact of the COVID-19 Pandemic (Tables)            HTML     63K 
38: R22         Revenue Recognition (Tables)                        HTML    106K 
39: R23         Fair Value Measurements (Tables)                    HTML     57K 
40: R24         Investments (Tables)                                HTML     55K 
41: R25         Derivatives and Risk Management (Tables)            HTML    139K 
42: R26         Debt (Tables)                                       HTML    106K 
43: R27         Employee Benefit Plans (Tables)                     HTML     70K 
44: R28         Commitments and Contingencies (Tables)              HTML     39K 
45: R29         Accumulated Other Comprehensive Loss (Tables)       HTML     48K 
46: R30         Segments (Tables)                                   HTML    118K 
47: R31         (Loss)/Earnings Per Share (Tables)                  HTML     46K 
48: R32         Impact of the COVID-19 Pandemic - Narrative         HTML     99K 
                (Details)                                                        
49: R33         Impact of the COVID-19 Pandemic - Valuation of      HTML     52K 
                Goodwill and Indefinite-Lived Intangibles                        
                (Details)                                                        
50: R34         Impact of the COVID-19 Pandemic - 2020 Aircraft     HTML     47K 
                Retirement Decisions (Details)                                   
51: R35         Impact of the COVID-19 Pandemic - CARES Act         HTML     66K 
                (Details)                                                        
52: R36         Impact of the COVID-19 Pandemic - Sale-Leaseback    HTML     40K 
                Transactions (Details)                                           
53: R37         Revenue Recognition - Passenger Revenue (Details)   HTML     37K 
54: R38         Revenue Recognition - Narrative (Details)           HTML     38K 
55: R39         Revenue Recognition - Other Revenue (Details)       HTML     37K 
56: R40         Revenue Recognition - Loyalty Program Deferred      HTML     32K 
                Revenue (Details)                                                
57: R41         Revenue Recognition - Revenue by Geographic Region  HTML     44K 
                (Details)                                                        
58: R42         Fair Value Measurements (Details)                   HTML     65K 
59: R43         Investments - Narrative (Details)                   HTML    144K 
60: R44         Investments - Fair Value Investments (Details)      HTML     38K 
61: R45         Investments - Equity Method Investments (Details)   HTML     31K 
62: R46         Derivatives and Risk Management - Narrative         HTML     24K 
                (Details)                                                        
63: R47         Derivatives and Risk Management - Hedge Position    HTML     84K 
                (Details)                                                        
64: R48         Derivatives and Risk Management - Balance Sheet     HTML     33K 
                Location of Hedged Item (Details)                                
65: R49         Derivatives and Risk Management - Offsetting        HTML     39K 
                Assets and Liabilities (Details)                                 
66: R50         Derivatives and Risk Management - Not Designated    HTML     33K 
                Hedge Gains (Losses) (Details)                                   
67: R51         Debt - Summary of Debt (Details)                    HTML    117K 
68: R52         Debt - Narrative (Details)                          HTML    145K 
69: R53         Debt - 2020-1 EETC (Details)                        HTML     41K 
70: R54         Debt - Fair Value of Debt (Details)                 HTML     25K 
71: R55         Employee Benefit Plans - Components of Net          HTML     54K 
                (Benefit) Cost (Details)                                         
72: R56         Employee Benefit Plans - Narrative (Details)        HTML     46K 
73: R57         Commitments and Contingencies - Narrative           HTML     47K 
                (Details)                                                        
74: R58         Commitments and Contingencies - Aircraft Purchase   HTML     38K 
                Commitments By Period (Details)                                  
75: R59         Commitments and Contingencies - Aircraft Purchase   HTML     41K 
                Commitments By Aircraft (Details)                                
76: R60         Accumulated Other Comprehensive Loss - Schedule of  HTML     65K 
                AOCL Components (Details)                                        
77: R61         Segments - Narrative (Details)                      HTML     31K 
78: R62         Segments - Schedule of Segment Reporting (Details)  HTML     69K 
79: R63         (Loss)/Earnings Per Share - Schedule of             HTML     52K 
                Computation for Earnings Per Share Types (Details)               
80: R9999       Uncategorized Items - dal-20200930.htm              HTML     23K 
82: XML         IDEA XML File -- Filing Summary                      XML    141K 
16: XML         XBRL Instance -- dal-20200930_htm                    XML   3.31M 
81: EXCEL       IDEA Workbook of Financial Reports                  XLSX    111K 
12: EX-101.CAL  XBRL Calculations -- dal-20200930_cal                XML    213K 
13: EX-101.DEF  XBRL Definitions -- dal-20200930_def                 XML    995K 
14: EX-101.LAB  XBRL Labels -- dal-20200930_lab                      XML   1.84M 
15: EX-101.PRE  XBRL Presentations -- dal-20200930_pre               XML   1.17M 
11: EX-101.SCH  XBRL Schema -- dal-20200930                          XSD    210K 
83: JSON        XBRL Instance as JSON Data -- MetaLinks              418±   586K 
84: ZIP         XBRL Zipped Folder -- 0000027904-20-000013-xbrl      Zip    447K 


‘EX-10.1A’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Document  

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



AMENDMENT NO. 11

to the

AIRBUS A330-900 AIRCRAFT AND A350-900 AIRCRAFT

PURCHASE AGREEMENT

Dated as of November 24, 2014

between

AIRBUS S.A.S.

and

DELTA AIR LINES, INC.

This Amendment No. 11 (this “Amendment”), is dated as of July 30, 2020, by and between AIRBUS S.A.S., a société par actions simplifée organized and existing under the laws of the Republic of France, having its registered office located at 2, rond-point Emile Dewoitine, 31700 Blagnac, France (the “Seller”) and DELTA AIR LINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its corporate office located at 1050 Delta Boulevard, Atlanta, Georgia 30320, USA (the “Buyer”).

WHEREAS, the Buyer and the Seller entered into an Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014, which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time is hereinafter called the “Agreement”; and

WHEREAS, the Buyer and the Seller agree to amend the Scheduled Delivery Period [***], subject to the terms and conditions contained herein; and

NOW, THEREFORE, IT IS AGREED AS FOLLOWS.

The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.
    
1.DELIVERY SCHEDULE
1.1    The Parties agree to defer the Scheduled Delivery Period [***].
CT1404840_AMD 11_DAL_A330-900 A350-900 -     
PROPRIETARY AND CONFIDENTIAL



[***]

1.2    As a result of the foregoing, the delivery table in Clauses 9.1.1 and 9.1.2 of the Agreement is hereby deleted in its entirety and replaced with the following:
9.1.1.     Subject to the provisions of the Agreement, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location, and the Buyer shall accept the same, during the months (each a “Scheduled Delivery Month”) and quarters (each a “Scheduled Delivery Quarter”) set forth in the table below.
[***]

9.1.2 Not later than [***], the Seller shall give the Buyer notice of the anticipated month within the Scheduled Delivery Quarter during which each Aircraft shall be Ready for Delivery provided that no more than [***] shall be scheduled for Delivery pursuant to this Subclause 9.1.2 in any calendar month. Until such notice, for the purpose of this Agreement, the middle month of the Scheduled Delivery Quarter shall be deemed to be the Scheduled Delivery Month.

2.[***]
3.[***]

4.[***]

5    [***]
6    LETTER AGREEMENTS
Letter Agreement No. 1 to the Agreement is terminated and replaced with Amended and Restated Letter Agreement No. 1 dated as of the date hereof.

Amended and Restated Letter Agreement No. 4 to the Agreement is terminated and replaced with Amended and Restated Letter Agreement No. 4 dated as of the date hereof.

7    EFFECT OF THE AMENDMENT
7.1 the Agreement will be deemed amended to the extent herein provided, and, will continue in full force and effect,
7.2 this Amendment will supersede any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment, and
7.3 both Parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.
8    CONFIDENTIALITY

CT1404840_AMD 11_DAL_A330-900 A350-900 -     
PROPRIETARY AND CONFIDENTIAL
2


This Amendment and its existence shall be treated by each Party as confidential subject to the terms and conditions of Clause 22.7 of the Agreement.

9    GOVERNING LAW
9.1 THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.6 OF THE AGREEMENT.
9.2    It is agreed that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Amendment.
10    ASSIGNMENT
This Amendment and the rights and obligations of the Parties will be subject to the provisions of Clause 19 of the Agreement.

11    COUNTERPARTS    
This Amendment may be executed by the parties hereto in separate counterparts, each of     which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).


CT1404840_AMD 11_DAL_A330-900 A350-900 -     
PROPRIETARY AND CONFIDENTIAL
3

[***]


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.



                            Very truly yours,

                            AIRBUS S.A.S.




By: /s/ Benoit de Saint-Exupéry
Title: Senior Vice President, Contracts




Agreed and Accepted    

DELTA AIR LINES, INC.




By: /s/Mahendra R. Nair
Title: Senior Vice President – Fleet & Tech Ops Supply Chain


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed as of:10/14/20
Filed on:10/13/208-K,  SC 13G/A
For Period end:9/30/20
7/30/20
11/24/144,  8-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/12/24  Delta Air Lines, Inc.             10-K       12/31/23  113:14M
 2/10/23  Delta Air Lines, Inc.             10-K       12/31/22  114:16M
 2/11/22  Delta Air Lines, Inc.             10-K       12/31/21  113:16M
 2/12/21  Delta Air Lines, Inc.             10-K       12/31/20  122:17M


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/25/20  Delta Air Lines, Inc.             8-K:1,2,7,9 9/23/20   12:2.7M                                   GlobalOne Filings Inc/FA
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Filing Submission 0000027904-20-000013   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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