1
EXHIBIT 10.5
[BOEING LETTERHEAD]
6-1162-RLL-2234
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: Special Matters
Reference: Purchase Agreement Nos. 2022, 2023, 2024, 2025 and 2026 (the
Purchase Agreement) between The Boeing Company (Boeing) and Delta
Air Lines, Inc. (Customer) relating to 737-632/-732/-832, 757-232,
767-332ER/-332, 767-432ER and 777-232IGW aircraft (the Aircraft).
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreements.
A. MODEL 737-632/-732/-832 AIRCRAFT (P. A. 2022)
1. *This confidential information has been omitted and filed
separately with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 737-632/-732/-832
2
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 2
2. *This confidential information has been omitted and filed
separately with the Commission.
3. *This confidential information has been omitted and filed
separately with the Commission.
4. *This confidential information has been omitted and filed
separately with the Commission.
5. *This confidential information has been omitted and filed
separately with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 737-632/-732/-832
3
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 3
*This confidential information has been omitted and filed separately with
the Commission.
6. *This confidential information has been omitted and filed
separately with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 737-632/-732/-832
4
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 4
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 737-632/-732/-832
5
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 5
7. *This confidential information has been omitted and filed
separately with the Commission.
8. *This confidential information has been omitted and filed
separately with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 737-632/-732/-832
6
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 6
*This confidential information has been omitted and filed
separately with the Commission.
9. *This confidential information has been omitted and filed
separately with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 757-232
7
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 7
B. MODEL 757-232 AIRCRAFT (P. A. 2023)
1. *This confidential information has been omitted and filed
separately with the Commission.
2. *This confidential information has been omitted and filed
separately with the Commission.
3. *This confidential information has been omitted and filed
separately with the Commission.
4. *This confidential information has been omitted and filed
separately with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 757-232
8
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 8
5. *This confidential information has been omitted and filed
separately with the Commission.
6. *This confidential information has been omitted and filed
separately with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 767-332ER/-332
9
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 9
C. MODEL 767-332ER/-332 AIRCRAFT (P. A. 2024)
1. *This confidential information has been omitted and filed
separately with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 767-332ER/-332
10
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 10
2. *This confidential information has been omitted and filed
separately with the Commission.
3. *This confidential information has been omitted and filed
separately with the Commission.
4. *This confidential information has been omitted and filed
separately with the Commission.
5. *This confidential information has been omitted and filed
separately with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 767-332ER/-332
11
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 11
6. *This confidential information has been omitted and filed
separately with the Commission.
7. *This confidential information has been omitted and
filed separately with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 767-332ER/-332
12
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 12
*This confidential information has been omitted and filed
separately with the Commission.
8. *This confidential information has been omitted and filed separately
with the Commission.
9. *This confidential information has been omitted and filed separately
with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 767-332ER/-332
13
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 13
D. MODEL 767-432ER AIRCRAFT (P. A. 2025)
1. *This confidential information has been omitted and filed separately
with the Commission.
2. *This confidential information has been omitted and filed separately
with the Commission.
3. *This confidential information has been omitted and filed separately
with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 767-432ER
14
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 14
*This confidential information has been omitted and filed separately with
the Commission.
4. *This confidential information has been omitted and filed separately
with the Commission.
5. *This confidential information has been omitted and filed separately
with the Commission.
6. *This confidential information has been omitted and filed separately
with the Commission.
7. *This confidential information has been omitted and filed separately
with the Commission.
8. *This confidential information has been omitted and filed separately
with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 767-432ER
15
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 15
*This confidential information has been omitted and filed separately with
the Commission.
10. *This confidential information has been omitted and filed separately
with the Commission.
11. *This confidential information has been omitted and filed separately
with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 767-432ER
16
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 16
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 767-432ER
17
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 17
12. *This confidential information has been omitted and filed separately
with the Commission.
13. *This confidential information has been omitted and filed separately
with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 767-432ER
18
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 18
E. MODEL 777 AIRCRAFT (P. A. 2026)
The following Special Matters are provided in consideration of
Customer's exercise of its right to purchase Model 777-232IGW Aircraft
per Purchase Agreement No. 2026. Boeing will grant Customer certain
Option and Rolling Option Aircraft delivery positions at that time.
1. *This confidential information has been omitted and filed separately
with the Commission.
2. *This confidential information has been omitted and filed separately
with the Commission.
3. *This confidential information has been omitted and filed separately
with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 777-232IGW
19
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 19
*This confidential information has been omitted and filed separately with
the Commission.
4. *This confidential information has been omitted and filed separately
with the Commission.
5. *This confidential information has been omitted and filed separately
with the Commission.
6. *This confidential information has been omitted and filed separately
with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 777-232IGW
20
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 20
7. *This confidential information has been omitted and filed separately
with the Commission.
8. *This confidential information has been omitted and filed separately
with the Commission.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026 777-232IGW
21
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 21
F. CUSTOMER SUPPORT TRAINING INVOICE
Boeing will maintain an accounting of all traditional and Customer unique
flight and maintenance training used in the aggregate by Customer in
accordance with the CS1 Supplemental Exhibits to Purchase Agreements
2022, 2023, 2024, 2025 and 2026 from the Execution Date to November 15,
2001. Any flight and/or maintenance training requested and used by
Customer that is not identified in the CS1 Supplemental Exhibits will
also be included in the accounting of all flight and maintenance
training. The invoice amount that Customer will pay Boeing will be the
difference between the dollar value of the Customer unique flight and
maintenance training used by Customer and the dollar value of any
traditional flight and maintenance training not used by Customer.
Customer will be responsible for paying the invoice amount within thirty
(30) days of receipt of such invoice from Boeing.
P.A. No.'s 2022, 2023, 2024, 2025 and 2026
22
Delta Air Lines, Inc.
6-1162-RLL-2234 Page 22
Very truly yours,
THE BOEING COMPANY
By /s/ R.B. Woodard
---------------------------------------
Its President
---------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21, 1997
------------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
---------------------------------------
Its President and Chief Executive Officer
--------------------------------------
P.A. No.'s 2022, 2023, 2024, 2025 and 2026
23
[BOEING LETTERHEAD]
6-1162-RLL-2245
Delta Air Lines Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: Certain Contractual Matters
Reference: Purchase Agreement Nos. 2022, 2023, 2024, 2025, 2026
(the Purchase Agreements) between The Boeing Company
(Boeing) and Delta Air Lines Inc. (Customer) relating to
Model 737-632/-732/-832, 757-232, 767-332ER/-332,
767-432ER, 777-232IGW aircraft
This Letter Agreement is entered into on the date below, and amends and
supplements the AGTA and Purchase Agreements. All terms used but not defined in
this Letter Agreement have the same meaning as in the AGTA and the Purchase
Agreements.
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025, 2026
24
Delta Air Lines, Inc.
6-1162-RLL-2245 Page 2
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025, 2026
25
Delta Air Lines, Inc.
6-1162-RLL-2245 Page 3
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025, 2026
26
Delta Air Lines, Inc.
6-1162-RLL-2245 Page 4
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025, 2026
27
Delta Air Lines, Inc.
6-1162-RLL-2245 Page 5
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025, 2026
28
Delta Air Lines, Inc.
6-1162-RLL-2245 Page 6
Very truly yours,
THE BOEING COMPANY
By /s/R.B. Woodard
---------------------------------------
Its President
---------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21, 1997
------------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
-------------------------------------
Its President and Chief Executive Officer
-------------------------------------
P.A. Nos. 2022, 2023, 2024, 2025, 2026
29
[BOEING LETTERHEAD]
6-1162-RLL-2198
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: *This confidential information has been omitted and filed
separately with the Commission.
Reference: Purchase Agreement Nos. 2022, 2023, 2024, 2025, 2026 (the
Agreements) between The Boeing Company (Boeing) and Delta Air
Lines, Inc. (Customer) relating to Model 737-632/-732/-832,
757-232, 767-332ER/-332, 767-432ER, and 777-232IGW Aircraft (the
Aircraft).
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025, 2026
30
Delta Air Lines, Inc.
6-1162-RLL-2198 Page 2
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025, 2026
31
Delta Air Lines, Inc.
6-1162-RLL-2198 Page 3
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025, 2026
32
Delta Air Lines, Inc.
6-1162-RLL-2198 Page 4
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025, 2026
33
Delta Air Lines, Inc.
6-1162-RLL-2198 Page 5
*This confidential information
has been omitted and filed
separately with the Commission.
Very truly yours,
THE BOEING COMPANY
By /s/ R.B. Woodard
-------------------------------------
Its President
-------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
------------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
-------------------------------------
Its President and Chief Executive Officer
-------------------------------------
P.A. Nos. 2022, 2023, 2024, 2025, 2026
34
Table A
*This confidential information
has been omitted and filed
separately with the Commission.
Page 1
35
Table A
*This confidential information
has been omitted and filed
separately with the Commission.
Page 2
36
Table B
*This confidential information
has been omitted and filed
separately with the Commission.
Page 1
37
Table B
*This confidential information
has been omitted and filed
separately with the Commission.
Page 2
38
[BOEING LETTERHEAD]
6-1162-RLL-2242
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: 1997 and 1998 Escalation Sharing
Reference: Purchase Agreement Nos. 2022, 2023, 2024 and 2025 (the Purchase
Agreements) between The Boeing Company (Boeing) and Delta Air
Lines, Inc. (Customer) relating to Model 737-632/-732/-832,
757-232, 767-332/332ER, and 767-432ER aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreement.
1. Escalation Sharing Commitment.
Boeing agrees to share one-half of the escalation up to a maximum of
three (3) percent per year in each of the calendar years 1997 and 1998 (the
Sharing Credit), as set forth in paragraph 2 below, for any of the Aircraft
scheduled to be delivered after December 31, 1996. For the purpose of this
Letter Agreement such Aircraft are referred to as "Eligible Aircraft".
All escalation calculations under this Letter Agreement will be made in
accordance with Exhibit D to the AGTA entitled "Escalation Adjustment Airframe
and Optional Features" (Exhibit D), using actual escalation indices published
for the applicable period. The Sharing Credit, if applicable, will be provided
as a credit memorandum taken against the Aircraft Price on the invoice at time
of delivery of such Aircraft.
2. Escalation Credit Memo.
2.1 Aircraft Scheduled to be Delivered prior to 1997.
No escalation sharing credit memorandum is provided for Aircraft
scheduled to be delivered prior to January 1, 1997.
P.A. Nos. 2022, 2023, 2024 and 2025
39
Delta Air Lines, Inc.
6-1162-RLL-2242 Page 2
2.2 Eligible Aircraft Scheduled to be Delivered in 1997.
At the time of delivery of each Eligible Aircraft scheduled to be
delivered in 1997, Boeing will issue to Customer a credit memorandum (the 1997
Sharing Credit) equal to one-half of the difference between the airframe and
optional features escalation amount calculated for an assumed December 1996
delivery month (the 1996 Base Month) and the escalation amount calculated for
the actual month in 1997 the Aircraft is scheduled to be delivered. The total
credit percentage will be limited to a maximum of three (3) percent.
The 1997 Sharing Credit will be determined as follows, utilizing the provisions
of Exhibit D to establish the required escalation factors, including the
provisions related to the rounding of the calculated factors to four decimal
places:
(a) Determine the escalation factor for the 1996 Base Month and define such
factor as "A".
(b) Determine the escalation factor for the actual month in 1997 that the
Aircraft is scheduled to be delivered (the 1997 Actual Factor) and
divide such 1997 Actual Factor by "A". If the resultant (i) is equal to
or less than 1.0600, subtract 1.0000, divide by 2.0000 and add 1.0000
or (ii) is greater than 1.0600, subtract .0300. Define the resultant
factor from either (i) or (ii) as "B".
(c) Determine the adjusted escalation factor for the month in 1997 the
Aircraft is scheduled to be delivered by multiplying "A" times "B" (the
1997 Adjusted Factor). The 1997 Sharing Credit is determined by
multiplying the Airframe Price and Optional Features Price times the
difference between the 1997 Adjusted Factor and the 1997 Actual Factor.
2.3 Eligible Aircraft Scheduled to be Delivered in 1998.
At the time of delivery of each Eligible Aircraft scheduled to be
delivered in 1998, Boeing will issue to Customer a credit memorandum (the 1998
Sharing Credit) equal to (i) an amount calculated pursuant to paragraph 2.2
above as if the actual month in 1997 the Aircraft is scheduled to deliver is
December 1997 plus (ii) one-half of the difference between the airframe and
optional features escalation amount calculated for such assumed December 1997
delivery month (the 1997 Base Month) and the amount calculated for the actual
month in 1998 the Aircraft is scheduled to be delivered. The total credit
percentage will be limited to a maximum of three (3) percent.
The 1998 Sharing Credit will be determined as follows, utilizing the provisions
of Exhibit D to establish the required escalation factors, including the
provisions related to the rounding of the calculated factors to four decimal
places:
P.A. Nos. 2022, 2023, 2024 and 2025
40
Delta Air Lines, Inc.
6-1162-RLL-2242 Page 3
(a) Determine the escalation factor for both the 1996 Base Month (the 1996
Base Factor) and the 1997 Base Month (the 1997 Base Factor) and divide
such 1997 Base Factor by such 1996 Base Factor. If the resultant (i) is
equal to or less than 1.0600, subtract 1.0000, divide by 2.0000 and add
1.0000 or (ii) is greater than 1.0600, subtract .0300. Define the
resultant factor from either (i) or (ii) as "B".
(b) Determine the escalation factor for the actual month in 1998 that the
Aircraft is scheduled to be delivered (the 1998 Actual Factor) and
divide such factor by the 1997 Base Factor. If the resultant (i) is
equal to or less than 1.0600, subtract 1.0000, divide by 2.0000 and add
1.0000 or (ii) is greater than 1.0600, subtract .0300. Define the
resultant factor from either (i) or (ii) as "C".
(c) Determine the adjusted escalation factor for the actual month in 1998
the Aircraft is scheduled to be delivered by multiplying "A" times "B"
times "C" (the 1998 Adjusted Factor). The 1998 Sharing Credit is
determined by multiplying the airframe and optional features escalation
amount times the difference between the 1998 Adjusted Factor and the
1998 Actual Factor.
2.4 Eligible Aircraft Scheduled to be Delivered after 1998.
At the time of delivery of each Eligible Aircraft scheduled to be
delivered after calendar year 1998, Boeing will issue to Customer a credit
memorandum (the Post-1998 Sharing Credit) equal to an amount calculated
pursuant to paragraph 2.3 above as if the actual month in 1998 the Aircraft is
scheduled to be delivered is December 1998, plus (ii) the airframe and optional
features escalation amount calculated for such assumed December 1998 delivery
month (the 1998 Base Month) and the amount calculated for the actual month the
Aircraft is scheduled to be delivered.
The Post-1998 Sharing Credit will be determined as follows, utilizing the
provisions of Exhibit D to establish the required escalation factors, including
the provisions related to the rounding of the calculated factors to four
decimal places:
(a) Determine the escalation factor for both the 1996 Base Month (the 1996
Base Factor) and the 1997 Base Month (the 1997 Base Factor) and divide
such 1997 Base Factor by such 1996 Base Factor. If the resultant (i) is
equal to or less than 1.0600, subtract 1.0000, divide by 2.0000 and add
1.0000 or (ii) is greater than 1.0600, subtract .0300. Define the
resultant factor from either (i) or (ii) as "B".
(b) Determine the escalation factor for the 1998 Base Month (the 1998 Base
Factor) and divide such 1998 Base Factor by the 1997 Base Factor. If
the
P.A. Nos. 2022, 2023, 2024 and 2025
41
Delta Air Lines, Inc.
6-1162-RLL-2242 Page 4
resultant (i) is equal to or less than 1.0600, do not adjust the
factor or (ii) is greater than 1.0600, subtract .0300. Define
the resultant factor from either (i) or (ii) as "C".
(c) Determine the escalation factor for the actual month after 1998 that
the Aircraft is scheduled to be delivered (the Post-1998 Actual Factor)
and divide such factor by the 1998 Base Factor. Define the resultant
factor as "D".
(d) Determine the adjusted escalation factor for the actual month after
1998 the Aircraft is scheduled to be delivered by multiplying "A" times
"B" times "C" times "D" (the Post-1998 Adjusted Factor). The Post-1998
Sharing Credit is determined by multiplying the Airframe Price and
Optional Features Price times the difference between the Post-1998
Adjusted Factor and the Post-1998 Actual Factor.
3. Revision of Advance Payment Base Price.
The Advance Payment Base Prices set forth in Table 1 for each Eligible
Aircraft reflect the above escalation sharing formulation.
P.A. Nos. 2022, 2023, 2024 and 2025
42
Delta Air Lines, Inc.
6-1162-RLL-2242 Page 5
4. Credits Expressed as a Percentage.
It is agreed that any credit memoranda specified in Letter
Agreements Numbers, 6-1162-RLL-2234 which is expressed as a percentage or
subject to escalation per the provisions of Exhibit D, will be based on the
Airframe Price escalated per the escalation provisions set forth in Exhibit D
as adjusted by utilizing the escalation sharing calculations set forth in this
Letter Agreement.
Very truly yours,
THE BOEING COMPANY
By /s/ R.B. Woodard
-------------------------------------
Its President
-------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-----------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
-------------------------------------
Its President and Chief Executive Officer
-------------------------------------
P.A. Nos. 2022, 2023, 2024 and 2025
43
[BOEING LETTERHEAD]
6-1162-RLL-2243
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: *This confidential information has been omitted and filed
separately with the Commission.
Reference: Purchase Agreement Nos. 2022, 2023, 2024, 2025, and 2026 (the
Purchase Agreements) between The Boeing Company (Boeing) and
Delta Air Lines Inc. (Customer) relating to Model
737-632/-732/-832, (737 Aircraft), 757-232, (757 Aircraft),
767-332(767-332 Aircraft), 767-332ER (767-332ER Aircraft),
767-432ER, (767-432ER Aircraft) and 777-232IGW aircraft (777
Aircraft)
This Letter Agreement amends and supplements the Purchase Agreements. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreements.
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025 and 2026
44
Delta Air Lines, Inc.
6-1162-RLL-2243 Page 2
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025 and 2026
45
Delta Air Lines, Inc.
6-1162-RLL-2243 Page 3
*This confidential information
has been omitted and filed
separately with the Commission.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
---------------------------------------------
Its President
------------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
----------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
---------------------------------------------
Its President and Chief Executive Officer
---------------------------------------
P.A. Nos. 2022, 2023, 2024, 2025 and 2026
46
[BOEING LETTERHEAD]
6-1162-RLL-2241
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: *This confidential information has been omitted and filed separately
with the Commission.
Reference: Purchase Agreement Nos. 2022, 2024, 2025 and 2026 (the Purchase
Agreements) between The Boeing Company (Boeing) and Delta Air Lines,
Inc. (Customer) relating to Model 737-632/-732/-832, 767-332ER/332,
767-432ER and 777-232IGW aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreements. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreements.
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2024, 2025 and 2026
47
Delta Air Lines, Inc.
6-1162-RLL-2241 Page 2
*This confidential information
has been omitted and filed
separately with the Commission.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
-------------------------------------------------------
Its President
--------------------------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
---------------------------------------------------------
Its President and Chief Executive Officer
-------------------------------------------------------
P.A. Nos. 2022, 2024, 2025 and 2026
48
[BOEING LETTERHEAD]
6-1162-RLL-2244
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: *This confidential information has been omitted and filed separately
with the Commission.
Reference: Purchase Agreement Nos. 2022, 2024 and 2025, (the Agreements) between
The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer)
relating to Model 737-632/-732/-832, 767-332ER/-332 and 767-432ER
(the Aircraft)
This Letter Agreement amends and supplements the Agreements. All terms used but
not defined in this Letter Agreement have the same meaning as in the AGTA and
the Purchase Agreements.
1. *This confidential information has been omitted and filed separately with
the Commission.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
-----------------------------------------------
Its President
----------------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
-----------------------------------------------
Its President and Chief Executive Officer
----------------------------------------------
P.A. Nos. 2022, 2024,and 2025
49
[BOEING LETTERHEAD]
6-1162-RLL-2247
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: *This confidential information has been omitted and filed separately
with the Commission.
Reference: Purchase Agreement No. 2022, 2023, 2024, 2025,and 2026 (the Purchase
Agreements) between The Boeing Company (Boeing) and Delta Air Lines, Inc.
(Customer) relating to Model 737-632/-732/-832, 757-232, 767-332/-332ER,
767-432ER and 777-232IGW aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreements. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreements.
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025 and 2026
50
Delta Air Lines, Inc.
6-1162-RLL-2247 Page 2
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025 and 2026
51
Delta Air Lines, Inc.
6-1162-RLL-2247 Page 3
*This confidential information
has been omitted and filed
separately with the Commission.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
-----------------------------------------------
Its President
--------------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
---------------------------------------------
Its President and Chief Executive Officer
--------------------------------------------
P.A. Nos. 2022, 2023, 2024, 2025 and 2026
52
[BOEING LETTERHEAD]
6-1162-RLL-2251
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: *This confidential information has been omitted and filed
separately with the Commission.
Reference: Purchase Agreement Nos. 2022, 2023, 2024, 2025, 2026 (the
Purchase Agreements) between The Boeing Company (Boeing) and
Delta Air Lines, Inc. (Customer) relating to Model
737-632/-732/-832, 757-232, 767-332ER/-332, 767-432ER,
777-232IGW aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreements. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreements
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. Nos. 2022, 2023, 2024, 2025 and 2026
53
Delta Air Lines, Inc.
6-1162-RLL-2251 Page 2
*This confidential information
has been omitted and filed
separately with the Commission.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
---------------------------------------
Its President
--------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
---------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
---------------------------------------
Its President and Chief Executive Officer
--------------------------------------
P.A. Nos. 2022, 2023, 2024, 2025 and 2026
54
[BOEING LETTERHEAD]
6-1162-RLL-2147
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: *This confidential information has been omitted and filed
separately with the Commission.
Reference: Purchase Agreement No. 2022 (the Purchase Agreement) between
The Boeing Company (Boeing) and Delta Air Lines, Inc.
(Customer) relating to Model 737-632/-732/-832 aircraft (the
Aircraft)
This Letter Agreement amends the Purchase Agreement and Exhibit C of the AGTA.
All terms used but not defined in this Letter Agreement have the same meaning as
in the Purchase Agreement and AGTA.
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2022
55
Delta Air Lines, Inc.
6-1162-RLL-2147 Page 2
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2022
56
Delta Air Lines, Inc.
6-1162-RLL-2147 Page 3
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2022
57
Delta Air Lines, Inc.
6-1162-RLL-2147 Page 4
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2022
58
Delta Air Lines, Inc.
6-1162-RLL-2147 Page 5
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2022
59
Delta Air Lines, Inc.
6-1162-RLL-2147 Page 6
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2022
60
Delta Air Lines, Inc.
6-1162-RLL-2147 Page 7
4.1.2 If the Program is determined to be non-compliant,
Customer will, upon request, submit to Boeing sufficient information reasonably
required by Boeing to allow Boeing:
(a) To verify cost elements of the Actual Maintenance Cost as
defined in paragraph 3.4,
(b) To verify the Fleet, Fleet Hours, and the Actual Average
Flight Time per flight,
(c) To analyze the problems causing such non-compliance,
(d) To develop, when required, appropriate remedial action.
4.1.3 All reports submitted to Boeing will be addressed to
the attention of:
Director - Product Assurance Contracts
Boeing Commercial Airplane Group
P.O. Box 3707 Mail Stop 76-02
Fax: 206-237-1706
Seattle, Washington 98124-2207
4.2 Boeing's Obligation under the Program.
4.2.1 Boeing will report to Customer within 30 days after
receiving Customer's report for each Reporting Period, the following data for
that Reporting Period (see Attachment C):
(a) Target Maintenance Cost,
(b) Cumulative Average Target Maintenance Cost,
(c) Actual Maintenance Cost (as adjusted for the amount of
Subcontracted Maintenance),
(d) Cumulative Average Actual Maintenance Cost,
(e) Material price inflation factor,
4.2.2 At Customer's request, Boeing will provide Customer
sufficient information to verify the data described in paragraph 4.2.1 and the
calculations used to produce that data.
P.A. No. 2022
61
Delta Air Lines, Inc.
6-1162-RLL-2147 Page 8
4.2.3 All reports submitted to Customer will be addressed
to the attention of:
Delta Air Lines, Inc.
Technical Operations Division Controller
Department 217
P.O. Box 20706
Atlanta, GA 30320
4.3 Corrective Action.
If the Program is non-compliant under paragraph 3.5 and
Customer provides its reports to Boeing pursuant to paragraph 4.1, then Boeing
will:
4.3.1. Facilitate a meeting with the Customer to determine
the exact problem(s) causing the increase in cost and
4.3.2. Within forty-five (45) days from the date of the
meeting, produce a plan to investigate and resolve the possible causes of
noncompliance determined in the meeting with the intent to minimize the time
required to implement the corrective action.
4.3.3. Provide technical assistance to Customer in the form
of analysis and recommendations of a kind and nature which Boeing determines to
be best suited for reducing Actual Maintenance Cost.
4.3.4. If necessary, initiate a design review of the
systems, accessories, equipment or parts determined by Boeing and Customer to be
the primary cause of the non compliance and, when in Boeing's judgment a
redesign is indicated as a technically and economically practicable means of
attaining Program compliance, Boeing will, with Customer's concurrence, redesign
or cause the redesign of such items, and
4.3.5. If such redesign results in retrofit kits being
offered by Boeing or Boeing's suppliers, Boeing will provide such kits or cause
such kits to be provided at no charge to Customer. Such retrofit kits will be
provided as soon as practical, considering reasonable design and manufacturing
lead times. Boeing will also reimburse, at Boeing's then existing Warranty labor
rate, Customer's reasonable direct labor costs for incorporation of any such kit
manufactured to Boeing's, or Boeing's supplier's, detailed design. Such
reimbursement will be provided pursuant to Exhibit C, Product Assurance
Document, of the AGTA.
P.A. No. 2022
62
Delta Air Lines, Inc.
6-1162-RLL-2147 Page 9
4.3.6. *This confidential information has been omitted and filed
separately with the Commission.
5. Corrective Action Conditions and Limitations.
5.1 If, with the intent of reducing Covered Maintenance Costs,
Boeing or any supplier issues service bulletins, service letters or other
written instructions or offers no-charge retrofit kits ("Correction"), Customer
will comply with such instructions or install such kits within a period of 240
days after issuance of such instructions or receipt of such kits, at Customer's
facility, or such longer period as may be mutually agreed by the parties. If
Customer is otherwise required to complete the Correction and does not do so in
accordance with requirements of this paragraph, all airframe maintenance costs
which Boeing reasonably determines would have been eliminated if such Correction
had been incorporated, will be subtracted from the Actual Maintenance Costs
reported after expiration of such requirements.
5.2 Customer will promptly notify Boeing in writing of any
variations in its maintenance cost accounting system or procedures which would
have a materiel affect on Customer's reported Actual Maintenance Costs. Boeing
will have the right to make adjustments to the Cumulative Average Target
Maintenance Cost to reflect the effect of any such variations.
5.3 Upon reasonable notice to Customer, Boeing will have the right
to audit all Actual Maintenance Costs reported by Customer, as well as the
maintenance practices and procedures related thereto during the Program Term.
Boeing will also have the right to disapprove costs it deems improperly
reported. Boeing will provide Customer written notification of its disapproval
of any such costs, and if Customer does not provide proof that such costs are
properly chargeable within 60 days after such notification, Boeing's disapproval
will be deemed final and conclusive and Boeing may deduct such costs from the
computation of Actual Maintenance Costs.
P.A. No. 2022
63
Delta Air Lines, Inc.
6-1162-RLL-2147 Page 10
5.4 Upon reasonable notice to Customer, Boeing may inspect
Customer's maintenance facilities, programs and procedures. If Boeing recommends
in writing reasonable changes to Customer's maintenance programs and procedures
which would reduce Actual Maintenance Costs and Customer does not implement such
changes or Customer delays implementing such changes beyond the period set forth
in paragraph 5.1, Boeing will have the right to adjust the Actual Maintenance
Costs that have been reported to deduct the increased maintenance costs which
Boeing estimates resulted from Customer's failure or delay in implementing such
changes.
5.5 The Actual Maintenance Cost will not include the following:
(a) Costs arising from loss of, or damage to, any Covered
Aircraft, or any system, accessory, equipment or part
thereof.
(b) Any taxes, duties, tariffs, surcharges,
transportation, insurance interest or overhead.
(c) The cost of initial or sustaining spare parts or the
depreciation of such spare parts; costs resulting
from any modification to the Covered Aircraft or any
system, equipment, accessory or part thereof other
than modifications described under paragraphs 4.3.5
and 5.1 herein.
(d) Costs resulting from the negligent acts or omissions
of Customer.
(e) Costs resulting from the failure to comply with
Boeing's or Boeing's suppliers' applicable written
instructions for the operation, service, maintenance
or overhaul of any Covered Aircraft, or any system,
accessory, equipment or part thereof.
(f) Costs attributable to loss of use, revenue or profit.
(g) Costs of consumable fluids, including fuel.
(h) Costs due to acts of God, war, armed hostilities,
riots, fires, floods, earthquakes or serious
accidents, Governmental acts or failure to act
affecting materials, facilities or Aircraft needed
for the maintenance of Covered Aircraft.
P.A. No. 2022
64
Delta Air Lines, Inc.
6-1162-RLL-2147 Page 11
(i) Costs due to strikes or labor troubles causing
cessation, slowdown or interruption of work related
to the maintenance of Covered Aircraft.
(j) Costs resulting from failure of or delay in
transportation or inability, after due and timely
diligence, to procure materials, systems,
accessories, equipment or parts needed for the
maintenance of Covered Aircraft.
(k) Amounts for any part provided by Boeing or Boeing's
suppliers to Customer at no charge.
(l) Amounts equal to the difference between the reported
price for any part and the reduced price for such
part as provided by Boeing or Boeing's suppliers to
Customer.
(m) Amounts related to any warranty, maintenance cost
guarantee, or similar agreement, for which there is a
credit memorandum or other payment scheme,
established in Customer's favor, and issued by Boeing
or Boeing's suppliers to Customer.
5.6 The program will be suspended if during any Period the average
utilization for the Covered Aircraft is less than 2,000 flight hours. The
Program will resume on the first day of any subsequent Reporting Period during
which the average utilization for the Covered Aircraft exceeds that set forth
above. The Cumulative Average Reporting Cost as of any Reporting Period during
the Program Term will exclude all Actual Maintenance Cost and Fleet Hours
accumulated during any Reporting Period in which the program was suspended as
provided above. The program will not be extended to reflect any period wherein
it was suspended.
5.7 At Boeing's request, Customer will assign to Boeing, any of
Customer's rights against the manufacturer of any equipment, accessory or part
installed in the Covered Aircraft as Boeing may reasonably require to fulfill
its obligations with respect to any corrective action provided by Boeing
hereunder.
5.8 THIS LETTER AGREEMENT AND THE RIGHTS AND REMEDIES OF CUSTOMER
AND OBLIGATIONS OF BOEING HEREIN ARE SUBJECT TO THE DISCLAIMER AND RELEASE, AND
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES PROVISIONS OF EXHIBIT C, PRODUCT
ASSURANCE DOCUMENT, OF THE AGTA.
P.A. No. 2022
65
Delta Air Lines, Inc.
6-1162-RLL-2147 Page 12
If the foregoing correctly sets forth your understanding of our agreement with
respect to the matters treated above, please indicate your acceptance and
approval below.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
-----------------------------------
Its President
-----------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
---------------------------------------------
Its President and Chief Executive Officer
-----------------------------------------
Attachments
P.A. No. 2022
66
Delta Air Lines, Inc.
Attachment A to
6-1162-RLL-2147 Page 1
Attachment A - Adjustments
For each reporting period, Boeing will calculate Target Maintenance Costs by
revising the Projected Target Maintenance Cost to reflect actual data for the
following parameters:
Material Price Inflation
Material prices will be adjusted using Producer Price Indexes as defined below.
The Target Material Cost for a Reporting Period will be calculated by
multiplying the projected target material cost by the ratio of the average index
for the Reporting Period to the index related to the projected target material
cost.
The measure of material price inflation will be the Producer Price Index for
"Aircraft Parts and Auxiliary Equipment, n.e.c." (Standard Industrial
Classification Code 3728). This index will be obtained from the publication
"Producer Prices and Price Indexes" published by the U.S. Department of Labor,
Bureau of Labor Statistics or any comparable successor publication published by
the U.S. Department of Labor, Bureau of Labor Statistics or any comparable
successor agency.
Labor Cost
The projected target labor cost will be adjusted to reflect Customer's actual
Labor Cost. The Target Labor Cost will be calculated by multiplying the
Projected Target Labor Cost by the ratio of Customer's then-current Labor Rate
to the Labor Rate used to calculate the projected target labor cost for that
Reporting Period.
Airframe Maintenance Performed by Others (Subcontracted Maintenance)
The Projected Target Material Cost and Projected Target Labor Cost assume that
Subcontracted Maintenance will be no more than the Cumulative Average Reported
Cost as of any reporting period. If Subcontracted Maintenance amounts to more
than the Cumulative Average Actual Maintenance Cost as of any reporting period,
Boeing reserves the right to revise the Target Material Cost and Target Labor
Cost for that Reporting Period accordingly.
To adjust Subcontracted Maintenance to Customer's equivalent direct labor and
direct material costs, Subcontracted Maintenance will be reduced by TBD percent
before it is distributed to Direct Labor and Direct Material.
P.A. No. 2022
67
Delta Air Lines, Inc.
Attachment A to
6-1162-RLL-2147 Page 2
Covered Aircraft
The Projected Target Maintenance Costs are based on the number of Covered
Aircraft. If the number of Covered Aircraft changes during any Reporting Period,
Boeing reserves the right to incorporate such change when calculating the Target
Maintenance Costs for that Reporting Period.
Delivery Schedule
The Projected Target Maintenance Costs are based on the delivery schedule of
Covered Aircraft as described in Article 2 of the Purchase Agreement. If the
delivery schedule for the Covered Aircraft changes during any Reporting Period,
Boeing reserves the right to incorporate such change when calculating the Target
Maintenance Costs for that Reporting Period.
Average Flight Time
If the Actual Average Flight Time (AAFT) for any Reporting Period differs from
the Projected Average Flight Time (PAFT) of * hours, the Target Material Cost
(TMC) and Target Labor Cost (TLC) for that reporting period will be adjusted as
follows:
.65 +
TMC for AAFT = TMC for PAFT X AAFT .35
----------
.65 +
PAFT .35
.54 +
TLC for AAFT = TLC for PAFT X AAFT .46
----------
.54 +
PAFT .46
Note: The adjustment formula set forth above is obtained from the publication
"Airframe Maintenance Analysis of IATA PPM (Production Performance Measurements)
Maintenance Cost Data".
Utilization
*This confidential information as been omitted and filed separately
with the Commission.
P.A. No. 2022
68
Delta Air Lines, Inc.
Attachment A to
6-1162-RLL-2147 Page 3
Covered Aircraft Configuration
The Target Maintenance Cost set forth in this Program is based on the
configuration for the Covered Aircraft as set forth in Exhibit A to the Purchase
Agreement. Such Target Maintenance Cost may be adjusted by Boeing to
appropriately reflect any changes to the actual configuration of the Covered
Aircraft at the time of delivery thereof to Customer. Adjustments to such Target
Maintenance Cost may also be made at any time during the Program Term to reflect
any additional changes in the configuration of the Covered Aircraft.
P.A. No. 2022
69
Delta Air Lines, Inc.
Attachment B to
6-1162-RLL-2147 Page 1
To: Director - Product Assurance Contracts
Boeing Commercial Airplane Group
P.O. Box 3707 Mail Stop 76-02
Fax: 206-237-1706
Seattle, Washington 98124-2207
Subject: Letter Agreement No. 6-1162-RLL-2147 to Purchase Agreement No. 2022
Airframe Maintenance Cost Protection Program
Reported herein are certain data required under paragraph 4.1.1 of the
referenced Letter Agreement.
Reporting Period No.
---------
Beginning date ending date
--------- ----------
Currency of the costs shown below:
------------
Direct Direct Subcontracted
Actual Labor Material Maintenance
Maintenance Costs (total cost) (total cost) (total cost)
- --------------------------------------------------------------------------------
Scheduled
Maintenance
- --------------------------------------------------------------------------------
Non-Scheduled Maintenance
- --------------------------------------------------------------------------------
Repair &
Overhaul
- --------------------------------------------------------------------------------
Modifications
(ref. para.
4.3 & 5.1)
- --------------------------------------------------------------------------------
Total
The above labor costs are exclusive of time consumed by employees while waiting
for work, traveling to or from work, training, vacation, sick leave, or in any
other similar absences from the actual maintenance work. The above material
costs exclude all costs described in paragraph 5 of the referenced Letter
Agreement.
Average per Average per Average Total per
manhour flight number of aircraft
Labor Rate Flight Time Covered Aircraft Flight Hours
- --------------------------------------------------------------------------------
P.A. No. 2022
70
Delta Air Lines, Inc.
Attachment B to
6-1162-RLL-2147 Page 2
The above labor rate excludes all fringe benefits, premium time allowances,
social charges, business taxes and the like.
DELTA AIR LINES, INC.
By Date
---------------------------- --------------------------
Its
----------------------------
P.A. No. 2022
71
Delta Air Lines, Inc.
Attachment C to
6-1162-RLL-2147 Page 1
To: DELTA AIR LINES, INC.
Subject: Letter Agreement No. 6-1162-RLL-2147 to Purchase Agreement No. 2022
Airframe Maintenance Cost Protection Program
Reported herein are certain data required under paragraph 4.2.1 of the
referenced Letter Agreement.
Reporting Period No.
-------
Beginning date ending date
--------- ---------
Costs as reported by Customer /in foreign currency/:
Actual Direct Direct Subcontracted
Maintenance Costs Labor Material Maintenance
- --------------------------------------------------------------------------------
Scheduled
Maintenance
- --------------------------------------------------------------------------------
Non-Scheduled
Maintenance
- --------------------------------------------------------------------------------
Repair &
Overhaul
- --------------------------------------------------------------------------------
Modifications
Customer's costs with adjusted Subcontracted Maintenance (per Attachment B of
the referenced Letter Agreement) in U.S. dollars.
Actual Direct Direct Subcontracted Subcontracted
Maintenance Costs Labor Material Labor Material
- --------------------------------------------------------------------------------
Scheduled
Maintenance
- --------------------------------------------------------------------------------
Non-Scheduled
Maintenance
- --------------------------------------------------------------------------------
Repair &
Overhaul
- --------------------------------------------------------------------------------
Modifications
- --------------------------------------------------------------------------------
Total
P.A. No. 2022
72
Delta Air Lines, Inc.
Attachment A to
6-1162-RLL-2147 Page 2
Actual Costs and Target Costs (per Attachment B of the referenced Letter
Agreement) /in U.S. dollars/.
Reporting Reporting Reporting Reporting Reporting
Period 1 Period 2 Period 3 Period 4 Period 5
- -----------------------------------------------------------------------------------------------------------
Year dollars
- -----------------------------------------------------------------------------------------------------------
Actual Labor
- -----------------------------------------------------------------------------------------------------------
Actual Material
- -----------------------------------------------------------------------------------------------------------
Actual Maintenance Cost
- -----------------------------------------------------------------------------------------------------------
Fleet Hours
- -----------------------------------------------------------------------------------------------------------
Cumulative Actual
Maintenance Cost
- -----------------------------------------------------------------------------------------------------------
Number of Covered Aircraft
- -----------------------------------------------------------------------------------------------------------
Currency Exchange factor
- -----------------------------------------------------------------------------------------------------------
Per man-hour Labor Rate
- -----------------------------------------------------------------------------------------------------------
Material Inflation factor
- -----------------------------------------------------------------------------------------------------------
Average Flight Time
- -----------------------------------------------------------------------------------------------------------
Target Labor Cost
- -----------------------------------------------------------------------------------------------------------
Target Material Cost
- -----------------------------------------------------------------------------------------------------------
Target Maintenance Cost
- -----------------------------------------------------------------------------------------------------------
Cumulative Target
Maintenance Cost
As of this Reporting Period, the Program is in compliance:
Yes [ ] No [ ]
Very truly yours,
THE BOEING COMPANY
Reported by
-------------------------
Its
-------------------------
Date
-------------------------
P.A. No. 2022
73
[BOEING LETTERHEAD]
6-1162-RLL-2191
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: Multiple Aircraft Operating Weights
Reference: Purchase Agreement No. 2022 (the Purchase Agreement) between
The Boeing Company (Boeing) and Delta Air Lines, Inc.
(Customer) relating to Model 737-632/-732/-832 aircraft (the
Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreement.
In this Letter Agreement, the term "Aircraft" means all Model 737-632 or 737-732
or 737-832 aircraft purchased by Customer under the Purchase Agreement .
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2022
74
Delta Air Lines, Inc.
6-1162-RLL-2191 Page 2
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2022
75
Delta Air Lines, Inc.
6-1162-RLL-2191 Page 3
*This confidential information
has been omitted and filed
separately with the Commission.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
---------------------------------------
Its President
---------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
---------------------------------------
Its President and Chief Executive Officer
---------------------------------------
P.A. No. 2022
76
[BOEING LETTERHEAD]
6-1162-RLL-2233
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 2022 (the Purchase Agreement) between
The Boeing Company (Boeing) and Delta Air Lines, Inc.
(Customer) relating to Model 737-632/-732/-832 aircraft (the
Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreement.
Boeing agrees to provide Customer with the Performance Guarantees in Attachments
A, B and C to this Letter Agreement. These guarantees are exclusive and expire
upon Delivery of the Aircraft to Customer. Customer's remedies survive Delivery
of the Aircraft.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
---------------------------------------
Its President
---------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
---------------------------------------
Its President and Chief Executive Officer
---------------------------------------
Attachment
P.A. No. 2022
77
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 1
MODEL 737-632 PERFORMANCE GUARANTEES
SECTION CONTENTS
1 *
2 *
3 *
4 *
5 *
6 *
7 *
8 *
9 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0632C
78
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 2
1 *
2 *
2.1 *
2.2 *
2.3 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0632C
79
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 3
2.4 *
2.5 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0632C
80
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 4
2.6 *
2.6.1 *
2.6.2 *
2.6.3 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0632C
81
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 5
2.7 *
2.7.1 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0632C
82
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 6
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0632C
83
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 7
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0632C
84
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 8
2.7.2 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
85
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 9
2.7.3 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
86
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 10
2.7.4 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
87
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 11
2.7.5 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
88
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 12
2.7.6 *This confidential information has been omitted and filed
separately with the Commission.
2.7.7 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
89
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 13
2.7.8 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
90
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 14
2.7.9 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
91
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 15
3 *
4 *
4.1 *
4.2 *
4.2.1 *
4.2.2 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
92
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 16
4.2.3 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
93
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 17
4.3 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
94
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 18
4.4 *This confidential information has been omitted and filed
separately with the Commission.
4.5 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
95
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 19
5 *
6 *
6.1 *
6.2 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
96
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 20
7 *
7.1 *
7.2 *
7.3 *
7.4 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
97
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 21
7.5 *
7.6 *
7.7 *
7.8 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
98
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 22
7.9 *
7.10 *
7.11 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
99
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 23
7.12 *
8 *
8.1 *
8.2 *
8.3 *
8.4 *
8.5 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
100
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 24
8.6 *
8.7 *
8.7.1 *
8.7.2 *
8.7.3 *
8.7.4 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
101
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 25
8.7.5 *
8.8 *
8.9 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
102
Attachment A to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B22 Engines
Page 26
8.10 *
8.11 *
9 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0632C
103
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 1
MODEL 737-632 PERFORMANCE GUARANTEES
SECTION CONTENTS
1 *
2 *
3 *
4 *
5 *
6 *
7 *
8 *
9 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0633C
104
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 2
1 *
2 *
2.1 *
2.2 *
2.3 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0633C
105
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 3
2.4 *
2.5 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0633C
106
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 4
2.6 *
2.6.1 *
2.6.2 *
2.6.3 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0633C
107
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 5
2.7 *
2.7.1 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0633C
108
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 6
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0633C
109
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 7
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0633C
110
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 8
2.7.2 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
111
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 9
2.7.3 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
112
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 10
2.7.4 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
113
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 11
2.7.5 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
114
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 12
2.7.6 *This confidential information has been omitted and filed
separately with the Commission.
2.7.7 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
115
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 13
2.7.8 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
116
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 14
2.7.9 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
117
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 15
3 *
4 *
4.1 *
4.2 *
4.2.1 *
4.2.2 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
118
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 16
4.2.3 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
119
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 17
4.3 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
120
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 18
4.4 *This confidential information has been omitted and filed
separately with the Commission.
4.5 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
121
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 19
5 *
6 *
6.1 *
6.2 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
122
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 20
7 *
7.1 *
7.2 *
7.3 *
7.4 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
123
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 21
7.5 *
7.6 *
7.7 *
7.8 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
124
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 22
7.9 *
7.10 *
7.11 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
125
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 23
7.12 *
8 *
8.1 *
8.2 *
8.3 *
8.4 *
8.5 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
126
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 24
8.6 *
8.7 *
8.7.1 *
8.7.2 *
8.7.3 *
8.7.4 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
127
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 25
8.7.5 *
8.8 *
8.9 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
128
Attachment B to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B24 Engines
Page 26
8.10 *
8.11 *
9 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0633C
129
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 1
MODEL 737-832 PERFORMANCE GUARANTEES
SECTION CONTENTS
1 *
2 *
3 *
4 *
5 *
6 *
7 *
8 *
9 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0634D
130
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 2
1 *
2 *
2.1 *
2.2 *
2.3 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0634D
131
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 3
2.4 *
2.5 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0634D
132
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 4
2.6 *
2.6.1 *
2.6.2 *
2.6.3 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0634D
133
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 5
2.7 *
2.7.1 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0634D
134
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 6
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0634D
135
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 7
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0634D
136
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 8
2.7.2 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
137
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 9
2.7.3 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
138
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 10
2.7.4 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
139
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 11
2.7.5 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
140
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 12
2.7.6 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
141
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 13
2.7.7 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
142
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 14
2.7.8 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
143
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 15
2.7.9 *
2.7.10 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
144
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 16
2.7.11 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
145
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 17
2.7.12 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
146
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 18
3 *
4 *
4.1 *
4.2 *
4.2.1 *
4.2.2 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
147
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 19
4.2.3 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
148
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 20
4.3 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
149
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 21
4.4 *This confidential information has been omitted and filed
separately with the Commission.
4.5 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
150
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 22
5 *
6 *
6.1 *
6.2 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
151
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 23
7 *
7.1 *
7.2 *
7.3 *
7.4 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
152
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 24
7.5 *
7.6 *
7.7 *
7.8 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
153
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 25
7.9 *
7.10 *
7.11 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
154
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 26
7.12 *
8 *
8.1 *
8.2 *
8.3 *
8.4 *
8.5 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
155
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 27
8.6 *
8.7 *
8.7.1 *
8.7.2 *
8.7.3 *
8.7.4 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
156
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 28
8.7.5 *
8.8 *
8.9 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
157
Attachment C to Letter Agreement
No. 6-1162-RLL-2233
CFM56-7B26 Engines
Page 29
8.10 *
8.11 *
9 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0634D
158
[BOEING LETTERHEAD]
6-1162-RLL-2240
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: *This confidential information has been omitted and filed
separately with the Commission.
Reference: Purchase Agreement No. 2022 (the Purchase Agreement) between The
Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer)
relating to Model 737-632/-732/-832 aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in AGTA
and the Purchase Agreement.
*This confidential information
has been omitted and filed
separately with the Commission.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
-------------------------------------------------
Its President
-------------------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
--------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. .Mullin
-------------------------------------------------
Its President and Chief Executive Officer
-------------------------------------------------
Attachment
159
*This confidential information
has been omitted and filed
separately with the Commission.
*
160
TABLE OF CONTENTS
Page
Number
------
Article 1. * 1-1
Article 2. * 2-1
Article 3. * 3-1
Article 4. * 4-1
Article 5. * 5-1
Article 6. * 6-1
Article 7. * 7-1
Article 8. * 8-1
Article 9. * 9-1
Article 10. * 10-1
Article 11. * 11-1
Article 12. * 12-1
Article 13. * 13-1
Article 14. * 14-1
Article 15. * 16-1
Article A * A-1
Article B * B-1
Article C * C-1
Article D * D-1
*This confidential information
has been omitted and filed
separately with the Commission.
(i)
*
161
*This confidential information
has been omitted and filed
separately with the Commission.
(ii)
*
162
Article 1. *This confidential information has been omitted and filed separately
with the Commission.
1-1
*
163
Article 2. *This confidential information has been omitted and filed separately
with the Commission.
2-1
*
164
Article 3. *This confidential information has been omitted and filed separately
with the Commission.
3-1
*
165
Article 4. *This confidential information has been omitted and filed separately
with the Commission.
4-1
*
166
Article 5. *This confidential information has been omitted and filed separately
with the Commission.
5-1
*
167
*This confidential information has been omitted and filed separately with the
Commission.
5-2
*
168
*This confidential information has been omitted and filed separately with the
Commission.
5-3
*
169
*This confidential information has been omitted and filed separately with the
Commission.
5-4
*
170
Article 6. *This confidential information has been omitted and filed separately
with the Commission.
6-1
*
171
Article 7. *This confidential information has been omitted and filed separately
with the Commission.
7-1
*
172
*This confidential information has been omitted and filed separately with the
Commission.
7-2
*
173
Article 8. *This confidential information has been omitted and filed separately
with the Commission.
8-1
*
174
Article 9. *This confidential information has been omitted and filed separately
with the Commission.
9-1
*
175
Article 10. *This confidential information has been omitted and filed separately
with the Commission.
10-1
*
176
Article 11. *This confidential information has been omitted and filed separately
with the Commission.
11-1
*
177
Article 12. *This confidential information has been omitted and filed separately
with the Commission.
12-1
*
178
Article 13. *This confidential information has been omitted and filed separately
with the Commission.
13-1
*
179
Article 14. *This confidential information has been omitted and filed separately
with the Commission.
14-1
*
180
Article 15. *This confidential information has been omitted and filed separately
with the Commission.
15-1
*
181
Exhibit A to
*
*This confidential information
has been omitted and filed
separately with the Commission.
A-1
*
182
Exhibit A to
*
*This confidential information
has been omitted and filed
separately with the Commission.
A-2
*
183
Exhibit B to
*
*This confidential information
has been omitted and filed
separately with the Commission.
B-1
*
184
Attachment 1 to
Exhibit B to
*
*This confidential information
has been omitted and filed
separately with the Commission.
B-1-1
*
185
Attachment 2 to
Exhibit B to
*
*This confidential information
has been omitted and filed
separately with the Commission.
B-2-1
*
186
Attachment 2 to
Exhibit B to
*
*This confidential information
has been omitted and filed
separately with the Commission.
B-2-2
*
187
Exhibit C to
*
*This confidential information
has been omitted and filed
separately with the Commission.
C-1
*
188
Exhibit D to
*
*This confidential information
has been omitted and filed
separately with the Commission.
D-1
*
189
Exhibit D to
*
*This confidential information
has been omitted and filed
separately with the Commission.
D-2
*
190
Exhibit D to
*
*This confidential information
has been omitted and filed
separately with the Commission.
D-3
*
191
[BOEING LETTERHEAD]
6-1162-RLL-2400
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: Open Configuration Matters for the 737-632 and 737-732 Aircraft
Reference: Purchase Agreement No. 2022 (the Purchase Agreement) between The Boeing
Company (Boeing) and Delta Air Lines, Inc. relating to Model 737-632/-732
aircraft (the Aircraft)
This Letter Agreement amends the Purchase Agreement. All terms used but not
defined in this Letter Agreement have the same meaning as in the AGTA and the
Purchase Agreement.
1. Configuration Discussions
1.1 Configuration Schedule. In accordance with Article 4.2.2 of the
AGTA Customer will advise Boeing 15 months prior to delivery of the first
undefined, uncertified 737-632/-732 Aircraft. Following the 15 month
notification by Customer, Boeing and Customer agree to establish a mutually
agreeable schedule that will result in the completion of the final configuration
of either a 737-632 or 737-732 on the fifteenth Business Day of the twelfth
month prior to delivery of either a 737-632 or 737-732. In the discussions to
establish the schedule, Customer and Boeing will develop a plan for
identification, definition and selection by Customer of the Optional Features to
be incorporated in Customer's Aircraft.
1.2 Customer's Detail Specification.
The 737-632 and 737-732 Aircraft descriptions are as follows:
737-632 - Basic MTOW and thrust - Boeing 737-632 Configuration Specification
D6-38808 revision F dated March 8, 1996, plus installation of CFM56-7B* engines
with a MTOW of * pounds and thrust of * pounds.
737-632 - Maximum MTOW and thrust - Boeing 737-632 Configuration Specification
D6-38808 revision F dated March 8, 1996, plus installation of CFM56-7B* engines
with a MTOW of * pounds and thrust of * pounds.
737-732 - Basic MTOW and thrust - Boeing 737-732 Configuration Specification
D6-38808 revision F dated March 8, 1996, plus installation of CFM56-7B* engines
with a MTOW of * pounds and thrust of * pounds.
*This confidential information has been omitted and filed separately with the
Commission.
P.A. No. 2022
192
Delta Air Lines, Inc.
6-1162-RLL-2400 Page 2
737-732 - Maximum MTOW and thrust - Boeing 737-732 Configuration Specification
D6-38808 revision F dated March 8, 1996, plus installation of CFM56-7B* engines
with a MTOW of * pounds and thrust of * pounds.
After Customer's selection of the Optional Features, Boeing will provide to
Customer a Customer-unique configuration specification (Detail Specification).
The Detail Specification will be comprised of the most recent version of the
737-600/-700 Configuration Specification developed by Boeing and the Optional
Features agreed to be incorporated in the Aircraft by Boeing and Customer.
2. Price
The Aircraft Basic Price for the 737-632 and 737-732 with the basic MTOW and
thrust is:
Model 737-632 737-732
Airframe Price * *
Estimated Optional Features Price * *
Aircraft Basic Price * *
BFE Estimate * *
The Aircraft Basic Price for the 737-632 and 737-732 with the maximum MTOW and
thrust is:
Model 737-632 737-732
Airframe Price * *
Estimated Optional Features * *
Price
MTOW Portion of * *
Optional Features Price
Thrust Portion of * *
Optional Features Price
Aircraft Basic Price * *
BFE Estimate * *
*This confidential information has been omitted and filed separately with the
Commission.
P.A. No. 2022
193
Delta Air Lines, Inc.
6-1162-RLL-2400 Page 3
3. Effect on Purchase Agreement.
3.1 Exhibit A. Upon completion of the configuration discussions
referred to in Article 1.1 above, Boeing will provide to Customer an Exhibit A-1
for the 737-632 and an Exhibit A-2 for the 737-732 defining the configuration of
the 737-632 and 737-732 Aircraft.
3.2 Tables . Tables 1, 2 and 3 to the Purchase Agreement will be
provided to Customer reflecting acceptance of the Change Requests for the
737-632 and 737-732 Aircraft. Specifically, the Aircraft Basic Price and the
Advance Payment Base Price of the Aircraft and the component parts of the
Aircraft Basic Price and the Advance Payment Base Price will be included in such
new Tables.
3.3 Performance Guarantees. The aircraft performance guarantees
in Letter Agreement No. 6-1162-RLL-2233 are based on an estimate of the effect
of Optional Features. Customer acknowledges that such performance guarantees
will be revised by Boeing to incorporate the effect of Customer's final
selection of Optional Features.
4. Purchase Agreement Amendment.
Within 30 days after reaching agreement as to the final Aircraft
Configuration, Boeing will provide Customer an amendment to the Purchase
Agreement reflecting the effects of the configuration changes agreed to by the
parties.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
-----------------------------------------
Its President
----------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
-----------------------------------------
Its President and Chief Executive Officer
----------------------------------------
P.A. No. 2022
194
[BOEING LETTERHEAD]
6-1162-RLL-2289
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: *This confidential information has been omitted and filed separately with the
Commission.
Reference: Purchase Agreement Nos. 2024 and 2025 (the Purchase Agreement) between The
Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to
Model 767-332ER/-332 and 767-432ER aircraft (the Aircraft).
This Letter Agreement amends and supplements the Purchase Agreements. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreements.
*This confidential information
has been omitted and filed
separately with the Commission.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
--------------------------------------------
Its President
-------------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
----------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
--------------------------------------------
Its President and Chief Executive Officer
-------------------------------------------
Attachment
P.A. Nos. 2024 and 2025
195
*This confidential information
has been omitted and filed
separately with the Commission.
*
196
TABLE OF CONTENTS
Page
Number
------
Article 1. * 1-1
Article 2. * 2-1
Article 3. * 3-1
Article 4. * 4-1
Article 5. * 5-1
Article 6. * 6-1
Article 7. * 7-1
Article 8. * 8-1
Article 9. * 9-1
Article 10. * 10-1
Article 11. * 11-1
Article 12. * 12-1
Article 13. * 13-1
Article 14. * 14-1
Article 15. * 16-1
Article A * A-1
Article B * B-1
Article C * C-1
Article D * D-1
*This confidential information
has been omitted and filed
separately with the Commission.
(i)
*
197
*This confidential information
has been omitted and filed
separately with the Commission.
(ii)
*
198
Article 1. *This confidential information has been omitted and filed separately
with the Commission.
1-1
*
199
Article 2. *This confidential information has been omitted and filed separately
with the Commission.
2-1
*
200
Article 3. *This confidential information has been omitted and filed separately
with the Commission.
3-1
*
201
Article 4. *This confidential information has been omitted and filed separately
with the Commission.
4-1
*
202
Article 5. *This confidential information has been omitted and filed separately
with the Commission.
5-1
*
203
*This confidential information has been omitted and filed separately with the
Commission.
5-2
*
204
*This confidential information has been omitted and filed separately with the
Commission.
5-3
*
205
*This confidential information has been omitted and filed separately with the
Commission.
5-4
*
206
Article 6. *This confidential information has been omitted and filed separately
with the Commission.
6-1
*
207
Article 7. *This confidential information has been omitted and filed separately
with the Commission.
7-1
*
208
*This confidential information has been omitted and filed separately with the
Commission.
7-2
*
209
Article 8. *This confidential information has been omitted and filed separately
with the Commission.
8-1
*
210
Article 9. *This confidential information has been omitted and filed separately
with the Commission.
9-1
*
211
Article 10. *This confidential information has been omitted and filed separately
with the Commission.
10-1
*
212
Article 11. *This confidential information has been omitted and filed separately
with the Commission.
11-1
*
213
Article 12. *This confidential information has been omitted and filed separately
with the Commission.
12-1
*
214
Article 13. *This confidential information has been omitted and filed separately
with the Commission.
13-1
*
215
Article 14. *This confidential information has been omitted and filed separately
with the Commission.
14-1
*
216
Article 15. *This confidential information has been omitted and filed separately
with the Commission.
15-1
*
217
Exhibit A to
*
*This confidential information
has been omitted and filed
separately with the Commission.
A-1
*
218
Exhibit A to
*
*This confidential information
has been omitted and filed
separately with the Commission.
A-2
*
219
Exhibit B to
*
*This confidential information
has been omitted and filed
separately with the Commission.
B-1
*
220
Attachment 1 to
Exhibit B to
*
*This confidential information
has been omitted and filed
separately with the Commission.
B-1-1
*
221
Attachment 2 to
Exhibit B to
*
*This confidential information
has been omitted and filed
separately with the Commission.
B-2-1
*
222
Attachment 2 to
Exhibit B to
*
*This confidential information
has been omitted and filed
separately with the Commission.
B-2-2
*
223
Exhibit C to
*
*This confidential information
has been omitted and filed
separately with the Commission.
C-1
*
224
Exhibit D to
*
*This confidential information
has been omitted and filed
separately with the Commission.
D-1
*
225
Exhibit D to
*
*This confidential information
has been omitted and filed
separately with the Commission.
D-2
*
226
Exhibit D to
*
*This confidential information
has been omitted and filed
separately with the Commission.
D-3
*
227
[BOEING LETTERHEAD]
6-1162-RLL-2292
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: *This confidential information has been omitted and filed
separately with the Commission.
Reference: Purchase Agreement No. 2025 (the Purchase Agreement) between
The Boeing Company (Boeing) and Delta Air Lines, Inc.
(Customer) relating to Model 767-432 aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreement.
1. *This confidential information has been omitted and filed separately
with the Commission.
P.A. No. 2025
228
Delta Air Lines, Inc.
6-1162-RLL-2292 Page 2
*This confidential information has been omitted and filed separately with the
Commission.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
--------------------------------------------
Its President
-----------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
--------------------------------------------
Its President and Chief Executive Officer
---------------------------------------
Attachment
P.A. No. 2025
229
*This confidential information
has been omitted and filed
separately with the Commission.
*
230
TABLE OF CONTENTS
Page
Number
------
Article 1. * 1-1
Article 2. * 2-1
Article 3. * 3-1
Article 4. * 4-1
Article 5. * 5-1
Article 6. * 6-1
Article 7. * 7-1
Article 8. * 8-1
Article 9. * 9-1
Article 10. * 10-1
Article 11. * 11-1
Article 12. * 12-1
Article 13. * 13-1
Article 14. * 14-1
Article 15. * 16-1
Article A * A-1
Article B * B-1
Article C * C-1
Article D * D-1
*This confidential information
has been omitted and filed
separately with the Commission.
(i)
*
231
*This confidential information
has been omitted and filed
separately with the Commission.
(ii)
*
232
Article 1. *This confidential information has been omitted and filed separately
with the Commission.
1-1
*
233
Article 2. *This confidential information has been omitted and filed separately
with the Commission.
2-1
*
234
Article 3. *This confidential information has been omitted and filed separately
with the Commission.
3-1
*
235
Article 4. *This confidential information has been omitted and filed separately
with the Commission.
4-1
*
236
Article 5. *This confidential information has been omitted and filed separately
with the Commission.
5-1
*
237
Article 6. *This confidential information has been omitted and filed separately
with the Commission.
6-1
*
238
Article 7. *This confidential information has been omitted and filed separately
with the Commission.
7-1
*
239
Article 8. *This confidential information has been omitted and filed separately
with the Commission.
8-1
*
240
Article 9. *This confidential information has been omitted and filed separately
with the Commission.
9-1
*
241
Article 10. *This confidential information has been omitted and filed separately
with the Commission.
10-1
*
242
Article 11. *This confidential information has been omitted and filed separately
with the Commission.
11-1
*
243
Article 12. *This confidential information has been omitted and filed separately
with the Commission.
12-1
*
244
Article 13. *This confidential information has been omitted and filed separately
with the Commission.
13-1
*
245
Article 14. *This confidential information has been omitted and filed separately
with the Commission.
14-1
*
246
Article 15. *This confidential information has been omitted and filed separately
with the Commission.
15-1
*
247
Exhibit A to
*
*This confidential information
has been omitted and filed
separately with the Commission.
A-1
*
248
Exhibit A to
*
*This confidential information
has been omitted and filed
separately with the Commission.
A-2
*
249
Exhibit B to
*
*This confidential information
has been omitted and filed
separately with the Commission.
B-1
*
250
Attachment 1 to
Exhibit B to
*
*This confidential information
has been omitted and filed
separately with the Commission.
B-1-1
*
251
Attachment 2 to
Exhibit B to
*
*This confidential information
has been omitted and filed
separately with the Commission.
B-2-1
*
252
Attachment 2 to
Exhibit B to
*
*This confidential information
has been omitted and filed
separately with the Commission.
B-2-2
*
253
Exhibit C to
*
*This confidential information
has been omitted and filed
separately with the Commission.
C-1
*
254
Exhibit D to
*
*This confidential information
has been omitted and filed
separately with the Commission.
D-1
*
255
Exhibit D to
*
*This confidential information
has been omitted and filed
separately with the Commission.
D-2
*
256
Exhibit D to
*
*This confidential information
has been omitted and filed
separately with the Commission.
D-3
*
257
[BOEING LETTERHEAD]
6-1162-RLL-2275
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: Multiple Aircraft Operating Weights
Reference: Purchase Agreement No. 2025 (the Purchase Agreement) between
The Boeing Company (Boeing) and Delta Air Lines, Inc.
(Customer) relating to Model 767-432ER aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreement.
In this Letter Agreement, the term "Aircraft" means the Model 767-432ER aircraft
purchased by Customer under the Purchase Agreement.
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2025
258
Delta Air Lines, Inc.
6-1162-RLL-2275 Page 2
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2025
259
Delta Air Lines, Inc.
6-1162-RLL-2275 Page 3
*This confidential information
has been omitted and filed
separately with the Commission.
It is understood that a minimum of 60 days will be required for Boeing to make
the change to the FAA approved Airplane Flight Manual elected by Customer. If
the Customer requires the Airplane Flight Manual to be prepared in a different
format required by the cognizant aviation authority of the proposed third party
purchaser or lessee, prior coordination with Boeing will be required to
determine price and offerability.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
----------------------------------------
Its President
--------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
----------------------------------------
Its President and Chief Executive Officer
--------------------------------------
Attachment
P.A. No. 2025
260
Attachment to
Delta Air Lines, Inc.
6-1162-RLL-2275 Page 1
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2025
261
Attachment to
Delta Air Lines, Inc.
6-1162-RLL-2275 Page 2
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2025
262
Attachment to
Delta Air Lines, Inc.
6-1162-RLL-2275 Page 3
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2025
263
[BOEING LETTERHEAD]
6-1162-RLL-2281
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 2025 (the Purchase Agreement) between
The Boeing Company (Boeing) and Delta Air Lines, Inc.
(Customer) relating to Model 767-432ER aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreement.
Boeing agrees to provide Customer with the Performance Guarantees in the
Attachment to this Letter Agreement. These guarantees are exclusive and expire
upon Delivery of the Aircraft to Customer. Customer's remedies survive delivery
of the Aircraft.
The Performance Guarantees in the Purchase Agreement do not include any effect
of the boltless turbine.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
------------------------------------------
Its President
------------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-------------------------------
DELTA AIR LINES, INC.
By /s/ Leo. F. Mullin
------------------------------------------
Its President and Chief Executive Officer
------------------------------------------
Attachment
P.A. No. 2025
264
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 1
MODEL 767-432ER PERFORMANCE GUARANTEES
SECTION CONTENTS
1 *
2 *
3 *
4 *
5 *
6 *
7 *
8 *
9 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0637C
265
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 2
1 *
2 *
2.1 *
2.2 *
2.3 *
2.3.1 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0637C
266
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 3
2.3.2 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
267
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 4
2.3.3 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
268
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 5
2.4 *
2.5 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0637C
269
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 6
2.6 *
2.6.1 *
2.6.2 *
2.6.3 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0637C
270
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 7
2.7 *
2.7.1 *
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0637C
271
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 8
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0637C
272
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 9
*This confidential information has been
omitted and filed separately with the
Commission.
B-B111-M97-0637C
273
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 10
2.7.2 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
274
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 11
2.7.3 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
275
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 12
2.7.4 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
276
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 13
2.7.5 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
277
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 14
2.7.6 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
278
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 15
2.7.7 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
279
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 16
2.7.8 *This confidential information has been omitted and filed
separately with the Commission.
2.7.9 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
280
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 17
2.7.10 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
281
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 18
2.7.11 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
282
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 19
3 *
4 *
4.1 *
4.2 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
283
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 20
4.3 *This confidential information has been omitted and filed
separately with the Commission.
4.4 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
284
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 21
5 *This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
285
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 22
6 *
6.1 *
6.2 *
7 *
7.1 *
7.2 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
286
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 23
7.3 *
7.4 *
7.5 *
7.6 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
287
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 24
7.7 *
7.8 *
7.9 *
7.10 *
7.11 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
288
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 25
7.12 *
8 *
8.1 *
8.2 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
289
Attachment to Letter Agreement
No. 6-1162-RLL-2281
CF6-80C2B7F Engines
Page 26
8.3 *
8.4 *
8.5 *
8.6 *
8.7 *
8.8 *
*This confidential information has been omitted and filed
separately with the Commission.
B-B111-M97-0637C
290
[BOEING LETTERHEAD]
6-1162-RLL-2284
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: Open Configuration Matters
Reference: Purchase Agreement No. 2025 (the Purchase Agreement) between The
Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer)
relating to Model 767-432ER aircraft (the Aircraft)
This Letter Agreement amends the Purchase Agreement. All terms used but not
defined in this Letter Agreement have the same meaning as in the AGTA and the
Purchase Agreement.
1. Final Configuration Discussions.
1.1 Final Configuration Schedule. Boeing and Customer agree to
establish a schedule that will result in the completion of configuration of the
Aircraft by May 1, 1998. In the discussions to establish the schedule, Customer
and Boeing will identify and define the Optional Features to be incorporated
into Customer's Aircraft.
1.2 Customer's Detail Specification. After Customer's selection of
the Optional Features and engine model, Boeing will provide to Customer a
Customer-unique configuration specification (Detail Specification). The Detail
Specification will be comprised of the most recent version of the Configuration
Specification developed by Boeing for a Model 767 Aircraft and the Appendix to
that Configuration Specification which further defines the -400 model 767, and
the Optional Features agreed to be incorporated in the Aircraft by Boeing and
Customer. A reconciliation will be provided to Customer that identifies any
differences between the Configuration Specification referenced in Exhibit A of
the Purchase Agreement and the Configuration Specification initially used to
develop the Detail Specification.
2. Price.
*This confidential information has been omitted and filed separately with the
Commission.
P.A. No. 2025
291
Delta Air Lines, Inc.
6-1162-RLL-2284 Page 2
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2025
292
Delta Air Lines, Inc.
6-1162-RLL-2284 Page 3
*This confidential information
has been omitted and filed
separately with the Commission.
3. Effect on Purchase Agreement.
3.1 Exhibit A. Revisions to the 767-400 Configuration Specification
developed by Boeing for a Model 767 Aircraft and the Appendix to that
Configuration Specification (Revision A, dated June 6, 1997) which further
defines the -400 model 767 developed by Boeing subsequent to the Execution Date
will be provided to Customer in the form of an updated Configuration
Specification and Appendix. The effects of all Optional Features which are
mutually agreed upon between Boeing and Customer for incorporation into the
Detail Specification for the Aircraft will be incorporated into Exhibit A of the
Purchase Agreement by written amendment.
3.2 Tables. Tables 1, 2 and 3 to the Purchase Agreement will be
revised to reflect revisions made to Exhibit A to the Purchase Agreement .
Specifically, the Aircraft Basic Price and the Advance Payment Base Price of the
Aircraft and the component parts of the Aircraft Basic Price and the Advance
Payment Base Price will be included in such new Tables 1, 2 and 3.
3.3 Performance Guarantees. The aircraft performance guarantees in
Letter Agreement No. 6-1162-RLL-2281 are based on an estimate of the effect of
optional features. Customer acknowledges that such performance guarantees will
be revised by Boeing to incorporate the effect of Customer's final selection of
optional features.
4. Purchase Agreement Amendment.
Within 30 days after reaching agreement as to the final Aircraft
Configuration, Boeing and Customer will amend the Purchase Agreement to reflect
the effects of the configuration changes agreed to by the parties.
P.A. No. 2025
293
Delta Air Lines, Inc.
6-1162-RLL-2284 Page 4
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
--------------------------------------------------
Its President
--------------------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
--------------------------------------------------
Its President and Chief Executive Officer
--------------------------------------------------
P.A. No. 2025
294
[BOEING LETTERHEAD]
6-1162-RLL-2290
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: *This confidential information has been omitted and filed
separately with the Commission.
Reference: Purchase Agreement No. 2025 (the Purchase Agreement) between The
Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer)
relating to Model 767-432ER aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreement.
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2025
295
Delta Air Lines, Inc.
6-1162-RLL-2290 Page 2
*This confidential information
has been omitted and filed
separately with the Commission.
P.A. No. 2025
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Delta Air Lines, Inc.
6-1162-RLL-2290 Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
------------------------------------------------
Its President
------------------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-----------------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
------------------------------------------------
Its President and Chief Executive Officer
------------------------------------------------
Attachment
P.A. No. 2025
297
[BOEING LETTERHEAD]
September 15, 1997
VIA FAX: (404) 715-5494
Captain H.G. Alger
Executive Vice President Operations
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Dear Harry:
*This confidential
information has been
omitted and filed
separately with the
Commission.
298
*This confidential
information has been
omitted and filed
separately with the
Commission.
Sincerely,
/s/ John B. Hayhurst
299
Attachment A
*This confidential
information has been
omitted and filed
separately with the
Commission.
Rev-C 1
300
Attachment A
*This confidential
information has been
omitted and filed
separately with the
Commission.
Rev-C 2
301
Attachment B
*This confidential
information has been
omitted and filed
separately with the
Commission.
Rev.-B 1
302
Attachment B
*This confidential
information has been
omitted and filed
separately with the
Commission.
Rev.- B 2
303
*This confidential
information has been
omitted and filed
separately with the
Commission.
304
[BOEING LETTERHEAD]
6-1162-RLL-2287
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: Certification Flight Test Aircraft
Reference: Purchase Agreement No. 2025 (the Purchase Agreement) between The
Boeing Company (Boeing) and Delta Air Lines (Customer) relating to
Model 767-432ER aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreement.
It is understood that three (3) of Customer's Model 767-432ER Aircraft (Test
Aircraft) will be used by Boeing in its certification flight test program, for
obtaining the FAA Type and Airworthiness Certificates required under Article 6
of the AGTA, prior to delivery to Customer. Boeing will not use the Test
Aircraft for more than eight hundred (800) flight test hours without the prior
written consent of Customer. Customer agrees to accept delivery of each of the
Test Aircraft without any reduction in the Aircraft Price on account of the
depreciation and wear and tear resulting from such testing, subject to the terms
and conditions set forth below.
1. Aircraft Refurbishment.
Boeing shall refurbish each Test Aircraft prior to delivery to
Customer to ensure such Test Aircraft complies with the Detail Specification.
Reasonable wear and tear shall be permissible in all areas of the Test Aircraft
except interior areas exposed to passenger view. Such interior areas shall be in
a condition, at time of delivery to Customer, comparable to the same areas of
other Model 767-432ER non test Aircraft delivered to Customer in the same time
period as the Test Aircraft.
2. Production Record Revision and Service Bulletin Incorporation.
During the refurbishment of each Test Aircraft, Boeing will
incorporate therein all applicable Production Record Revisions (PRR's) and
Service Bulletins which are released by Boeing for production incorporation in
other Model 767-432ER Aircraft scheduled for delivery to Customer prior to
scheduled delivery of
P.A. No. 2025
305
Delta Air Lines, Inc.
6-1162-RLL-2287 Page 2
the Test Aircraft, except for any such PRR's and/or Service Bulletins which
Boeing determines, and Customer agrees, are impracticable to retrofit on the
Test Aircraft. Customer's agreement shall not be unreasonably withheld. Any
reasonable delay in the delivery of any of the Test Aircraft resulting from the
incorporation of such PRR's and/or Service Bulletins shall be an Excusable Delay
within the meaning of Article 10 of the AGTA . Boeing will review its plans for
incorporation of such PRR's and Service Bulletins with Customer prior to the
refurbishment of the Test Aircraft and if the reason for not incorporating any
such PRR or Service Bulletin is the unavailability of retrofit kits to Customer,
Boeing will furnish such retrofit kits to Customer at no charge as soon as they
can reasonably be made available and Boeing shall reimburse Customer for its
direct labor to install such kits at the then current Warranty Labor Rate.
3. Warranty.
The Boeing warranty for airframe and components of each Test
Aircraft shall run full term from delivery of each Test Aircraft. If any Boeing
supplier, except engine manufacturer, refuses to honor any Customer valid
warranty claim solely on the basis of use or time expiration relating to flight
test or refurbishment, Boeing shall assume responsibility for such claim using
the supplier warranty terms and conditions as though the warranty period began
with delivery of the Test Aircraft.
4. Wheels, Tires and Brakes.
Boeing shall install new tires, wheels and brakes on each Test
Aircraft, after such flight test and prior to delivery of each Test Aircraft.
5. Accomplishment of "C" Check.
Boeing will accomplish a Boeing-recommended "C" Check or equivalent
on each Test Aircraft prior to delivery thereof.
6. List of Greases, Oils and Other Fluids.
Boeing will provide Buyer in a timely manner a list of part and/or
specification numbers and suppliers of the greases, oils and other fluids used
to service the Test Aircraft during the flight test program.
P.A. No. 2025
306
Delta Air Lines, Inc.
6-1162-RLL-2287 Page 3
*This confidential
information has been
omitted and filed
separately with the
Commission.
9. Other Terms and Conditions.
All terms and conditions relating to the manufacture, purchase and
sale of the Test Aircraft as set forth in the Purchase Agreement shall remain in
full force and effect except as amended by the provisions herein.
P.A. No. 2025
307
Delta Air Lines, Inc.
6-1162-RLL-2287 Page 4
10. Flight Test Standby Spares.
If applicable, in accordance with the provisions of Supplemental
Exhibit BFE/CDSPE/SPE/CSE to the Purchase Agreement, Customer and/or Boeing
shall provide BFE/CDSPE/SPE/CSE Standby Spares for Test Aircraft in the flight
test program in accordance with requirements mutually agreed to by Boeing and
Customer. The identification and scheduled requirement dates for such
BFE/CDSPE/SPE/CSE Standby Spares will be identified by Boeing in the BFE
Document referenced in Supplemental Exhibit BFE/CDSPE/SPE/CSE to the Purchase
Agreement.
Upon completion of the flight test program, any BFE standby spares provisioned
for flight test shall be allocated to fulfill open production requirements for
Customer's Aircraft, or returned to Customer, at Customer's option.
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
--------------------------------------
Its President
--------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
---------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
--------------------------------------
Its President and Chief Executive Officer
--------------------------------------
P.A. No. 2025
308
[BOEING LETTERHEAD]
6-1162-RLL-2420
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Subject: *This confidential information has been omitted and filed separately
with the Commission.
Reference: Purchase Agreement No. 2025 (the Purchase Agreement) between The
Boeing Company (Boeing) and Delta Air Lines (Customer) relating to
Model 767-432ER aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
AGTA and the Purchase Agreement.
1. Model 767-400ER Pilot Type Rating.
Boeing has established that the same pilot type rating for the
767-400ER and the current 767-300ER aircraft is a major program objective.
Boeing is confident that the foregoing objective is attainable and Boeing will
use its best reasonable efforts to achieve the objective.
*This confidential
information has been
omitted and filed
separately with the
Commission.
P.A. No. 2025
309
Delta Air Lines, Inc.
6-1162-RLL-2420 Page 2
Very truly yours,
THE BOEING COMPANY
By /s/ R. B. Woodard
-------------------------------------
Its President
-------------------------------------
ACCEPTED AND AGREED TO:
Date: October 21 , 1997
-----------------------------
DELTA AIR LINES, INC.
By /s/ Leo F. Mullin
---------------------------------------
Its President and Chief Executive Officer
-------------------------------------
P.A. No. 2025