Purchase and Sale Agreement - Delta Air Lines Inc. and The Boeing Company


SUPPLEMENTAL AGREEMENT NO. 13

to

PURCHASE AGREEMENT NUMBER 2022

between

THE BOEING COMPANY

and

Delta Air Lines, inc.

Relating to Boeing Model 737NG Aircraft

P.A. 2022 SA 13

August 24, 2011

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


TABLE OF CONTENTS

ARTICLES

SA NUMBER

1

Quantity, Model and Description

2

Delivery Schedule

3

Price

4

Payment

5

Miscellaneous

TABLE

1Q.

Aircraft Delivery, Description, Price and Advance Payments

SA14513

2A.

[***]

(intentionally deleted)

SA14513, Article 3

EXHIBITS

A.

Aircraft Configuration for 737145832 Aircraft

SA1458

A2.

Aircraft Configuration for 737145732 Aircraft

SA1459

A3.

Aircraft Configuration for 737145732 Aircraft

SA1459

A4.

Revised Aircraft Configuration for 737145832 Aircraft

SA14512

A5.

Aircraft Configuration for 737145932ER Aircraft

SA14513

D2.

Escalation Adjustment

SA1458

SUPPLEMENTAL EXHIBITS

BFE.

Buyer Furnished Equipment Variables

SA1458

BFE1.

Buyer Furnished Equipment Variables

SA1458

BFE2.

Buyer Furnished Equipment Variables for 737NG

SA14513

CS1.

Customer Support Variables

CS2.

Customer Support Variables for 737145700 Aircraft

SA1458

CS3

Customer Support Variables for 737145900ER Aircraft

SA14513

EE1.

Engine Escalation

[***]

[***]

[***]

SLP1.

Service Life Policy Components

P.A. 2022 SA 13

August 24, 2011

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


TABLE OF CONTENTS, continued

LETTER AGREEMENTS

SA NUMBER

61451162145RLL1452147

Airframe Maintenance Cost Protection Program

61451162145RLL1452191

Multiple Aircraft Operating Weights

61451162145RLL1452198

Delivery Price Adjustment

61451162145RLL1452233

Aircraft Performance Guarantees for 737145632, 732 and 832 Aircraft

61451162145RLL1452234R7

Special Matters

SA14513

[***]

[***]

[***]

61451162145RLL1452241

Promotion Support

SA14513, Article 7

61451162145RLL1452242

1997 and 1998 Escalation Sharing

[***]

[***]

61451162145RLL1452244

Performance Retention Commitment

61451162145RLL1452245

Certain Contractual Matters

(intentionally deleted)

SA14513

61451162145RLL1452247

[***]

SA14513, [***]

61451162145RLL1453709

[***]

SA14513, [***]

61451162145RLL1452251

Total Cost Team

61451162145RLL1452400

Open Configuration Matters

61451162145RLL1452424R1

Engine Matters

61451162145KSW1456090

Performance Guarantees 737145732 Aircraft

[***]

[***]

[***]

[***]

[***]

[***]

61451162145KSW1456238

Aircraft Performance Guarantees for 737145732 Aircraft

SA1459

61451162145MMO1450480

Aircraft Performance Guarantees for 737145832 Aircraft

SA14511

DAL145PA14502022145LA1451104472

Revision to AGTA145DAL Terms

SA14513

P.A. 2022 SA 13

August 24, 2011

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


TABLE OF CONTENTS, continued

LETTER AGREEMENTS

SA NUMBER

[***]

[***]

SA14513

DAL145PA1452022145LA-1104482

[***] for 737145932ER Aircraft

SA14513

DAL145PA1452022145LA1451104483

[***] Guarantee

SA-13

DAL145PA1452022145LA1451104484

Open Configuration Matters for 737145932ER Aircraft

SA-13

DAL145PA14502022145LA1451104485

[***] Guarantees for 737145932ER Aircraft

SA-13

DAL-PA-2022-LA-1105848

Agreement for [***]

SA-13

DAL145PA1452022145LA1451104487

[***]

SA-13

DAL-PA-2022-LA-1105850

[***]

SA-13

DAL-PA-2022-LA-1105858

Option Aircraft

SA-13

DAL-PA-2022-LA-1105843

[***]

SA-13

DAL-PA-2022-LA-1105849

[***]

SA-13

DAL-PA-2022-LA-1104480

[***]

SA-13

P.A. 2022 SA 13

August 24, 2011

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Supplemental Agreement No. 13

to

Purchase Agreement No. 2022

between

The Boeing Company

and

Delta Air Lines, Inc.

______________________________

This Supplemental Agreement No. 13 (Supplemental Agreement) dated August 24, 2011 amends Purchase Agreement No. 2022 dated as of October 21, 1997 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to the purchase and sale of Model 737145932ER aircraft. The Purchase Agreement incorporates the terms and conditions of the Aircraft General Terms Agreement dated as of October 21, 1997 between the parties, identified as AGTA145DAL (AGTA).

PURPOSE:

This Supplemental Agreement adds the 737145932ER model aircraft; removes the 737145632, 737-832 Option Aircraft and Rolling Option Aircraft from the Purchase Agreement, and adds a price, configuration and scheduled delivery dates and Advance Payments for the 100 firm and 30 option 737145932ER Aircraft.

IT IS AGREED:

1.The Table of Contents of the Purchase Agreement is deleted and replaced by the attached Table of Contents dated August 2011 which reflects the amendments made to the Purchase Agreement by this Supplemental Agreement.

2.The attached Table 1Q entitled Aircraft Delivery, Description, Price and Advance Payments, which reflects the addition of the 737-932ER Aircraft, is added to the Purchase Agreement as Table 1Q.

3.Table 2A to the Purchase Agreement entitled [***] is deleted.

P.A. 2022 SA 13

August 24, 2011

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


4.The attached Exhibit A1455 entitled Aircraft Configuration for the 737145932ER Aircraft is added to the Purchase Agreement.

5.Supplemental Exhibit BFE/CDSPE/SPE/CSE is revised by this Supplemental Agreement to reflect the scheduled delivery positions and any unique requirements for the newly added 737145932ER Aircraft.

6.The attached Supplemental Exhibit CS3 entitled Customer Support Variables145737145932ER, which provides the customer support for the 737145932ER Aircraft is added to the Purchase Agreement.

7.The following Supplemental Exhibit and Letter Agreements are hereby amended to also apply to the 737145932ER Aircraft:

Supplemental Exhibit

Title

[***]

[***]

Letter Agreements

Title

61451162145RLL1452241

Promotional Support

[***]

[***]

[***]

[***]

8.Letter Agreement 61451162145RLL1452234R7, entitled "Special Matters" is revised to [***].

9.Letter Agreement DAL145PA1452022145LA1451104472, entitled "Revision to AGTA DAL Terms" is added to revise the AGTA to (i) incorporate Boeing Model 737145932ER Aircraft into the terms and conditions of the AGTA; and (ii) remove the terms and conditions of the AGTA relating to Boeing Model 737145632 Aircraft.

10.Letter Agreement DAL145PA1452022145LA1451104481, entitled [***] is added to specify terms and conditions for [***].

11.Letter Agreement DAL145PA1452022145LA1451104482, entitled [***] is added by this Supplemental Agreement.

12.Letter Agreement DAL-PA-2022-LA-1104483, entitled [***] Guarantee" is added to [***].

13.Letter Agreement DAL145PA1452022145LA1451104484, entitled "Open Configuration Matters for 737 932ER Aircraft" is added to allow the parties to finalize the configuration of the 737145932ER following execution of the Purchase Agreement.

14.Letter Agreement DAL145PA1452022145LA1451104485, entitled [***] is added by this Supplemental Agreement.

P.A. 2022 SA 13

August 24, 2011

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


15.Letter Agreement DAL-PA-2022-LA-1105848, entitled "Agreement for [***] is added by this Supplemental Agreement.

16.Letter Agreement DAL145PA1452022145LA1451104487, entitled [***] is added [***].

17.Letter Agreement DAL-PA-2022-LA1105850, entitled [***] is added to this Supplemental Agreement.

18.Letter Agreement DAL-PA-2022-LA-1105858, entitled "Option Aircraft" is added by this Supplemental Agreement.

19.Letter Agreement DAL-PA-2022-LA-1105843, entitled [***] is added by this Supplemental Agreement.

20.Letter Agreement DAL-PA-2022-LA-1105849, entitled [***] is added by this Supplemental Agreement.

21.Letter Agreement DAL-PA-2022-LA-1104480, entitled [***] is added by this Supplemental Agreement.

P.A. 2022 SA 13

August 24, 2011

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Confidential Treatment.

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.

Except as amended as set forth above, the Purchase Agreement remains in full force and effect.

DATED AS OF August 24, 2011

delta air lines, inc.

By /s/ Nathaniel Pieper

Its Vice President -

Fleet Strategy & Transactions

THE BOEING COMPANY

By /s/ Mark Orenstein

Its Attorney-in-Fact

P.A. 2022 SA 13

August 24, 2011

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

[Table 1Q omitted]

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

Delta Air Lines, Inc.

Exhibit A5 to Purchase Agreement Number PA14502022

DAL-PA-02022-EXA5 August 24, 2011

EXA5 Page 1

BOEING PROPRIETARY

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Exhibit A5

AIRCRAFT CONFIGURATION

Dated August 24, 2011

relating to

BOEING MODEL 737-900ER AIRCRAFT

The 737-900ER Aircraft is described by Boeing Configuration Specification [***].

The Detail Specification will be derived from the Baseline Aircraft Description as amended to incorporate the optional features accepted by Customer as more fully discussed in Letter Agreement DAL-PA-2022-LA1451104484 entitled "Open Configuration Matters for 737-932ER Aircraft"

The total prices for features included in the Aircraft Basic Price are as reflected in Table 1Q[***], [***], and [***] and include the following:

[***]

[***]

[***]

The Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.

[***]

DAL-PA-02022-EXA5 August 24, 2011

EXA5 Page 2

BOEING PROPRIETARY

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

Delta Air Lines, Inc.

Supplemental Exhibit BFE2

to Purchase Agreement Number PA-02022

Buyer Furnished Equipment Variables

for

737NG Aircraft

DAL-PA-02022-BFE2 August 24, 2011

BFE2 Page 1

BOEING PROPRIETARY

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 737NG AIRCRAFT

This Supplemental Exhibit BFE2 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.

1.

Supplier Selection.

Customer will:

Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

2.

On-dock Dates and Other Information.

On or before [***], Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet (MBF in My Boeing Configuration (MBC). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. [***].

3.

Additional Delivery Requirements - Import.

Customer will be the "importer of record" (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer's BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer's BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the "International Shipment Routing Instructions", including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing

DAL-PA-02022-BFE2 August 24, 2011

BFE2 Page 2

BOEING PROPRIETARY

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

Delta Air Lines, Inc.

Exhibit A5 to Purchase Agreement Number PA14502022

DAL-PA-02022-EXA5 August 24, 2011

EXA5 Page 1

BOEING PROPRIETARY

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Exhibit A5

AIRCRAFT CONFIGURATION

Dated August 24, 2011

relating to

BOEING MODEL 737-900ER AIRCRAFT

The 737-900ER Aircraft is described by Boeing Configuration Specification [***].

The Detail Specification will be derived from the Baseline Aircraft Description as amended to incorporate the optional features accepted by Customer as more fully discussed in Letter Agreement DAL-PA-2022-LA1451104484 entitled "Open Configuration Matters for 737-932ER Aircraft"

The total prices for features included in the Aircraft Basic Price are as reflected in Table 1Q[***], [***], and [***] and include the following:

[***]

[***]

[***]

The Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.

[***]

DAL-PA-02022-EXA5 August 24, 2011

EXA5 Page 2

BOEING PROPRIETARY

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

Delta Air Lines, Inc.

Supplemental Exhibit BFE2

to Purchase Agreement Number PA-02022

Buyer Furnished Equipment Variables

for

737NG Aircraft

DAL-PA-02022-BFE2 August 24, 2011

BFE2 Page 1

BOEING PROPRIETARY

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 737NG AIRCRAFT

This Supplemental Exhibit BFE2 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.

1.

Supplier Selection.

Customer will:

Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

2.

On-dock Dates and Other Information.

On or before [***], Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet (MBF in My Boeing Configuration (MBC). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. [***].

3.

Additional Delivery Requirements - Import.

Customer will be the "importer of record" (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer's BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer's BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the "International Shipment Routing Instructions", including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing

DAL-PA-02022-BFE2 August 24, 2011

BFE2 Page 2

BOEING PROPRIETARY

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html

Attachment 1 to Supplemental Exhibit BFE2: Attachment 1 to Supplemental Exhibit BFE2: omitted]

CUSTOMER SUPPORT VARIABLES

between

THE BOEING COMPANY

and

Delta Air Lines, Inc.

Supplemental Exhibit CS3

to Purchase Agreement Number PA-02022

for

737-900ER Aircraft

DAL-PA-02022-CS3 August 24, 2011

CS3 Page 1

BOEING PROPRIETARY

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


CUSTOMER SUPPORT VARIABLES

relating to

BOEING MODEL 737-900ER AIRCRAFT

Customer currently operates an aircraft of the same model as the Aircraft. Upon Customer's request, Boeing will develop and schedule a customized Customer Support Program to be furnished in support of the Aircraft. The customized program will be based upon and equivalent to the entitlements summarized below.

1.

Maintenance Training.

1.3 [***];

1.2 [***]

2.

Flight Training.

[***]

3.

Planning Assistance.

3.1 Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:

3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customers maintenance program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by the Customer.

3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customer's ETOPS maintenance program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by the Customer.

3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide assistance to Customer in identifying the impact to Customer's maintenance tools and ground support equipment resulting from the minor model differences between the Aircraft and an aircraft of the same model currently operated by Customer.

3.2 Spares. Boeing will revise, as applicable, the customized Recommended Spares Parts List (RSPL) and Illustrated Parts Catalog (IPC).

4.

Technical Data and Documents.

Boeing will revise, as applicable, technical data and documents provided with previously delivered aircraft.

DAL-PA-02022-CS3 August 24, 2011

CS3 Page 2

CUSTOMER SUPPORT VARIABLES

between

THE BOEING COMPANY

and

Delta Air Lines, Inc.

Supplemental Exhibit CS3

to Purchase Agreement Number PA-02022

for

737-900ER Aircraft

DAL-PA-02022-CS3 August 24, 2011

CS3 Page 1

BOEING PROPRIETARY

[***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


CUSTOMER SUPPORT VARIABLES

relating to

BOEING MODEL 737-900ER AIRCRAFT

Customer currently operates an aircraft of the same model as the Aircraft. Upon Customer's request, Boeing will develop and schedule a customized Customer Support Program to be furnished in support of the Aircraft. The customized program will be based upon and equivalent to the entitlements summarized below.

1.

Maintenance Training.

1.3 [***];

1.2 [***]

2.

Flight Training.

[***]

3.

Planning Assistance.

3.1 Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:

3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customers maintenance program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by the Customer.

3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customer's ETOPS maintenance program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by the Customer.

3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide assistance to Customer in identifying the impact to Customer's maintenance tools and ground support equipment resulting from the minor model differences between the Aircraft and an aircraft of the same model currently operated by Customer.

3.2 Spares. Boeing will revise, as applicable, the customized Recommended Spares Parts List (RSPL) and Illustrated Parts Catalog (IPC).

4.

Technical Data and Documents.

Boeing will revise, as applicable, technical data and documents provided with previously delivered aircraft.

DAL-PA-02022-CS3 August 24, 2011

CS3 Page 2