Subject: Special Matters Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to model 737-10 aircraft (Aircraft)
EXHIBIT 10.2(b)
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.
DAL-PA-04696-LA-1705310R2
Department 923
0000 Xxxxx Xxxxxxxxx
Atlanta, GA 30354
Subject: Special Matters
Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to model 737-10 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement DAL-PA-04696-LA-1705310R1.
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5.Assignment.
Unless otherwise noted herein, the credit memoranda, payment schedules and other business considerations described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer taking title to the Aircraft at time of delivery and becoming the operator of the Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing except as expressly permitted under Section 10.1.1 and 10.1.3 of the Purchase Agreement.
DAL-PA-04696-LA-1705310R2
Special Matters Page 1 SA-3
6.Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Each Party will limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing Party makes commercially reasonable efforts to notify the non-disclosing Party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing Party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such Party.
| ACCEPTED AND AGREED TO this | ||||||||||||||
| Date: | September 18, 2024 | |||||||||||||
| DELTA AIR LINES, INC. | THE BOEING COMPANY | |||||||||||||
| By: | /s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxx Xxxx | |||||||||||
| Name: | Xxxxxxx Xxxxx | Name: | Xxxxx Xxxx | |||||||||||
| Title: | Vice President - Fleet | Title: | Attorney-In-Fact | |||||||||||
DAL-PA-04696-LA-1705310R2
Special Matters Page 2 SA-3
Table 1-A To
Purchase Agreement No. PA-04696-LA-1705310R2
[***]
[***]
| DAL-PA-04696 118432-1F.txt | Boeing Proprietary | Page 1 | ||||||
The Boeing Company
P.O. Box 3707
Seattle, WA 98124 2207
DAL-PA-04696-LA-1705301R1
Department 923
0000 Xxxxx Xxxxxxxxx
Atlanta, GA 30354
Subject: Option Aircraft
Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to Model 737-10 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement cancels and supersedes in its entirety DAL-PA-04696-LA-1705301.
1.Right to Purchase Option Aircraft.
Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in Table 1 to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the option to purchase additional model 737-10 aircraft as option aircraft (Option Aircraft).
2.Delivery.
The number of aircraft and delivery months are listed in the Attachment to this Letter Agreement.
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8.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing except as provided in Sections 10.1.1 and 10.1.3 of the Purchase Agreement.
DAL-PA-04696-LA-1705301R1 SA-3
Option Aircraft Page 1
BOEING PROPRIETARY
9.Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Each Party will limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing Party makes commercially reasonable efforts to notify the non-disclosing Party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing Party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such Party.
| ACCEPTED AND AGREED TO this | ||||||||||||||
| Date: | September 18, 2024 | |||||||||||||
| DELTA AIR LINES, INC. | THE BOEING COMPANY | |||||||||||||
| By: | /s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxx Xxxx | |||||||||||
| Name: | Xxxxxxx Xxxxx | Name: | Xxxxx Xxxx | |||||||||||
| Title: | Vice President - Fleet | Title: | Attorney-In-Fact | |||||||||||
DAL-PA-04696-LA-1705301R1
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BOEING PROPRIETARY
Attachment A To
DAL-PA-04696-LA-1705301R1
737-10 Option Aircraft [***]
Airframe Model/MTOW*: | 737-10 | [***] | ||||||
Engine Model/Thrust: | CFMLEAP-1B28 | [***] | ||||||
Airframe Price: | [***] | |||||||
Optional Features Estimate: | [***] | |||||||
Sub-Total of Airframe and Features: | [***] | |||||||
Engine Price (Per Aircraft): | [***] | |||||||
Aircraft Basic Price (Excluding BFE/SPE) Estim | [***] | |||||||
Buyer Furnished Equipment (BFE) Estimate: | [***] | |||||||
Seller Purchased Equipment (SPE) Estimate: | [***] | |||||||
LIFT Seats Provided by Boeing (Estimate): | [***] | |||||||
Deposit per Aircraft: | [***] | |||||||
Configuration Specification: | [***] | |||||||||||||
Airframe Price Base Year/Escalation Formula: | [***] | |||||||||||||
Engine Price Base Year/Escalation Formula: | ||||||||||||||
Airframe Escalation Data:
Escalation | [***] | Escalation Estimate | [***] | ||||||||||||||||||||||||||
Delivery | Number of | Factor | Adv Payment Base | [***] | [***] | [***] | [***] | ||||||||||||||||||||||
Date | Aircraft | (Airframe) | Price Per A/P | ||||||||||||||||||||||||||
[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | |||||||||||||||||||||
| DAL-PA-04696-LA-1705301R1 123600-1O.txt | Boeing Proprietary | Page 1 | ||||||
The Boeing Company
P.O. Xxx 0000
Xxxxxxx, XX 00000-0000
P.O. Xxx 0000
Xxxxxxx, XX 00000-0000
DAL-PA-04696-LA-2105243R1
Department 923
0000 Xxxxx Xxxxxxxxx
Atlanta, GA 30354
Subject: [***]
Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to model 737-10 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement cancels and supersedes in its entirety Letter Agreement DAL-PA-04696-LA-2105243.
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5.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing except as provided in Sections 10.1.1 and 10.1.3 of the Purchase Agreement.
6.Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Each Party will limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing Party makes
DAL-PA-04696-LA-2105243R1 Page 1
[***] SA-3
BOEING PROPRIETARY
commercially reasonable efforts to notify the non-disclosing Party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing Party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such Party.
| ACCEPTED AND AGREED TO this | ||||||||||||||
| Date: | September 18, 2024 | |||||||||||||
| DELTA AIR LINES, INC. | THE BOEING COMPANY | |||||||||||||
| By: | /s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxx Xxxx | |||||||||||
| Name: | Xxxxxxx Xxxxx | Name: | Xxxxx Xxxx | |||||||||||
| Title: | Vice President - Fleet | Title: | Attorney-In-Fact | |||||||||||
DAL-PA-04696-LA-2105243R1 Page 2
[***] SA-3
BOEING PROPRIETARY
Attachment A to
Letter Agreement No. DAL-PA-04696-LA-2105243R1
[***]
DAL-PA-04696-LA-2105243R1 Page 3
[***] SA-3
BOEING PROPRIETARY
DAL-PA-04696-LA-2101205R3
Department 923
0000 Xxxxx Xxxxxxxxx
Atlanta, GA 30354
Subject: [***]
Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to model 737-10 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement cancels and supersedes in its entirety DAL-PA-04696-LA-2101205R2.
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11.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft [***] and cannot be assigned, in whole or in part, without the prior written consent of Boeing except as provided in Articles 10.1.1 and 10.1.3 of the Purchase Agreement.
DAL-PA-04696-LA-2101205R3
[***] Page 1
SA-3
12.Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Each Party will limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing Party makes commercially reasonable efforts to notify the non-disclosing Party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing Party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such Party.
| ACCEPTED AND AGREED TO this | ||||||||||||||
| Date: | September 18, 2024 | |||||||||||||
| DELTA AIR LINES, INC. | THE BOEING COMPANY | |||||||||||||
| By: | /s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxx Xxxx | |||||||||||
| Name: | Xxxxxxx Xxxxx | Name: | Xxxxx Xxxx | |||||||||||
| Title: | Vice President – Fleet | Title: | Attorney-In-Fact | |||||||||||
DAL-PA-04696-LA-2101205R3
[***] Page 2
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