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Delta Air Lines, Inc. – ‘10-Q’ for 6/30/17 – ‘EX-10.2(A)’

On:  Thursday, 7/13/17, at 5:06pm ET   ·   For:  6/30/17   ·   Accession #:  27904-17-13   ·   File #:  1-05424

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

 7/13/17  Delta Air Lines, Inc.             10-Q        6/30/17   70:6.9M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    864K 
 2: EX-10.1(A)  Material Contract                                   HTML     80K 
 3: EX-10.1(B)  Material Contract                                   HTML    170K 
 4: EX-10.2(A)  Material Contract                                   HTML     54K 
 5: EX-10.2(B)  Material Contract                                   HTML     86K 
 6: EX-10.3     Material Contract                                   HTML     21K 
 7: EX-10.4     Material Contract                                   HTML     28K 
 8: EX-15       Letter re: Unaudited Interim Financial Info         HTML     21K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     26K 
11: EX-32       Certification -- §906 - SOA'02                      HTML     24K 
18: R1          Document and Entity Information                     HTML     39K 
19: R2          Consolidated Balance Sheets (Unaudited)             HTML    125K 
20: R3          Consolidated Balance Sheets (Unaudited)             HTML     44K 
                (Parentheticals)                                                 
21: R4          Condensed Consolidated Statements of Operations     HTML     96K 
                and Comprehensive Income (Unaudited)                             
22: R5          Condensed Consolidated Statements of Cash Flows     HTML     75K 
                (Unaudited)                                                      
23: R6          Summary of Significant Accounting Policies          HTML     37K 
24: R7          Fair Value Measurements                             HTML     73K 
25: R8          Investments                                         HTML     38K 
26: R9          Derivatives and Risk Management                     HTML    113K 
27: R10         Long-Term Debt                                      HTML     36K 
28: R11         Employee Benefit Plans                              HTML     57K 
29: R12         Commitments and Contingencies                       HTML     47K 
30: R13         Accumulated Other Comprehensive Loss                HTML     54K 
31: R14         Segments                                            HTML    126K 
32: R15         Restructuring                                       HTML     28K 
33: R16         Earnings Per Share                                  HTML     46K 
34: R17         Summary of Significant Accounting Policies          HTML     37K 
                (Policies)                                                       
35: R18         Fair Value Measurements (Tables)                    HTML     61K 
36: R19         Investments (Tables)                                HTML     27K 
37: R20         Derivatives and Risk Management (Tables)            HTML    101K 
38: R21         Long-Term Debt (Tables)                             HTML     30K 
39: R22         Employee Benefit Plans (Tables)                     HTML     55K 
40: R23         Commitments and Contingencies (Tables)              HTML     35K 
41: R24         Accumulated Other Comprehensive Loss (Tables)       HTML     50K 
42: R25         Segments (Tables)                                   HTML    120K 
43: R26         Restructuring (Tables)                              HTML     27K 
44: R27         Earnings Per Share (Tables)                         HTML     44K 
45: R28         Summary of Significant Accounting Policies          HTML     27K 
                (Details)                                                        
46: R29         Fair Value Measurements - Schedule of Fair Value    HTML     60K 
                Measurements on a Recurring Basis (Details)                      
47: R30         Fair Value Measurements (Narrative) (Details)       HTML     26K 
48: R31         Investments - Schedule of maturities for            HTML     32K 
                short-term investments (Details)                                 
49: R32         Investments (Narrative) (Details)                   HTML     45K 
50: R33         Derivatives and Risk Management (Narrative)         HTML     39K 
                (Details)                                                        
51: R34         Derivatives and Risk Management - Hedge Position    HTML     98K 
                (Details)                                                        
52: R35         Derivatives and Risk Management Derivatives and     HTML     39K 
                Risk Management - Offsetting Assets and                          
                Liabilities (Details)                                            
53: R36         Derivatives and Risk Management - Designated Hedge  HTML     27K 
                Gains (Losses) (Details)                                         
54: R37         Long-Term Debt - Schedule of Fair Values (Details)  HTML     31K 
55: R38         Long-Term Debt Long-Term Debt (Narratives)          HTML     37K 
                (Details)                                                        
56: R39         Employee Benefit Plans - Schedule of Benefit Plan   HTML     44K 
                Components (Details)                                             
57: R40         Commitments and Contingencies - Aircraft Purchase   HTML     38K 
                Commitments By Period (Details)                                  
58: R41         Commitments and Contingencies - Aircraft Purchase   HTML     33K 
                Commitments By Aircraft (Details)                                
59: R42         Commitments and Contingencies - Aircraft Purchase   HTML     36K 
                Commitment Activity (Details)                                    
60: R43         Commitments and Contingencies - Legal and Other     HTML     23K 
                Contingencies (Details)                                          
61: R44         Accumulated Other Comprehensive Loss - Schedule of  HTML     51K 
                AOCI Components (Details)                                        
62: R45         Segments (Narrative) (Details)                      HTML     26K 
63: R46         Segments - Schedule of Segment Reporting (Details)  HTML     54K 
64: R47         Restructuring - Schedule of Restructuring Charges   HTML     29K 
                (Details)                                                        
65: R48         Restructuring - Narrative (Details)                 HTML     23K 
66: R49         Earnings Per Share - Schedule of Computation for    HTML     41K 
                Earnings Per Share Types (Details)                               
68: XML         IDEA XML File -- Filing Summary                      XML    112K 
17: XML         XBRL Instance -- dal630201710q_htm                   XML   1.51M 
67: EXCEL       IDEA Workbook of Financial Reports                  XLSX     57K 
13: EX-101.CAL  XBRL Calculations -- dal-20170630_cal                XML    188K 
14: EX-101.DEF  XBRL Definitions -- dal-20170630_def                 XML    391K 
15: EX-101.LAB  XBRL Labels -- dal-20170630_lab                      XML   1.06M 
16: EX-101.PRE  XBRL Presentations -- dal-20170630_pre               XML    627K 
12: EX-101.SCH  XBRL Schema -- dal-20170630                          XSD    108K 
69: JSON        XBRL Instance as JSON Data -- MetaLinks              258±   380K 
70: ZIP         XBRL Zipped Folder -- 0000027904-17-000013-xbrl      Zip    239K

‘EX-10.2(A)’   —   Material Contract

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

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  Exhibit  
EXHIBIT 10.2(a)


AMENDMENT NO. 3

to the

AIRBUS A330-900 AIRCRAFT AND A350-900 AIRCRAFT PURCHASE AGREEMENT
Dated as of November 24, 2014 between
AIRBUS S.A.S.

and

DELTA AIR LINES, INC.

This Amendment No. 3 (this “Amendment”), is entered into as of May 10, 2017, by and between AIRBUS S.A.S organized and existing under the laws of the Republic of France, having its registered office located at 1 Rond Point Maurice Bellonte, 31707 Blagnac-Cedex, France (the “Seller”) and DELTA AIR LINES, INC., a corporation organized and existing under the state of Delaware, United States of America, having its corporate office located at 1050 Delta Boulevard, Atlanta, Georgia 30320, USA (the “Buyer”).

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

WHEREAS, the Buyer and the Seller agree to amend the Scheduled Delivery Periods of ten (10) A350-900 Aircraft, and

WHEREAS, the Buyer and the Seller agree to amend certain provisions pertaining to such ten (10) A350-900 Aircraft,

NOW, THEREFORE, IT IS AGREED AS FOLLOWS.

The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

1.1.
Clause 0 of the Agreement is hereby amended to delete the following term:

A330-900neo Aircraft – any or all of the A330-300 model airframe to be purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories

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installed in or on such aircraft including the New Engine Option Changes and the A330-900neo Propulsion Systems installed thereon upon Delivery.

1.2.
Clause 0 of the Agreement is hereby amended to add the following term:

[***]

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

[***] – the A350-900 Aircraft bearing [***].

2.1.
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(i)
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(ii)
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(iii)
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(iv)
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(v)
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(vi)
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(vii)
[***]

2.2.
Clauses 9.1.1 and 9.1.2 of the Agreement are deleted in their entirety and are replaced with the following:

QUOTE

9.1.1
Subject to the provisions of the Agreement, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location, and the Buyer shall accept the same, during the months (each a “Scheduled Delivery Month”) and quarters (each, a “Scheduled Delivery Quarter”) set forth in the table below:


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CAC ID
Aircraft type
Scheduled Delivery Period
CAC ID
Aircraft type
Scheduled Delivery Period
10025681
A350-900
MAY 2017
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9.1.2
Not later than [***] prior to the start of the relevant Scheduled Delivery Quarter, the Seller shall give the Buyer notice of the anticipated month within the Scheduled Delivery Quarter during which each Aircraft shall be Ready for Delivery (the “Scheduled Delivery Month”) provided that no more than [***] shall be scheduled for Delivery pursuant to this Clause in any calendar month.
[***]

Until such notice, for the purpose of this Agreement, the middle month of the Scheduled Delivery Quarter shall be deemed to be the Scheduled Delivery Month.

UNQUOTE

2.3.
[***]

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(a)
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(b)
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(c)
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(d)
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(e)
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[***]

(a)
the Agreement will be deemed amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms,

(b)
this Amendment will supersede any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment, and

(c)
both Parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.


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


5.1.
THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.6 OF THE AGREEMENT.

5.2.
It is agreed that the United Nations convention on contracts for the international sale of goods will not apply to this amendment.


This Amendment and the rights and obligations of the Parties will be subject to the provisions of Clause 19 of the Agreement.


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

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



Very truly yours,

AIRBUS S.A.S.


By: /s/ Christophe Mourey
Its: Senior Vice President



Agreed and Accepted

DELTA AIR LINES, INC.



By: /s/ Gregory A. May
Its : Senior Vice President




5
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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:7/13/174,  8-K
For Period end:6/30/174,  8-K,  DEF 14A
5/10/17
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
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Filing Submission 0000027904-17-000013   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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