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
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