Exhibit 10.1(b)
The Boeing Company
P.O. Box 3707
Seattle, WA 98124 2207
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
DAL-PA-04696-LA-1705301R2
Delta Air Lines, Inc.
Department 923
1030 Delta Boulevard
Atlanta, GA 30354
Subject: Option Aircraft
Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to Model 737-10 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement cancels and supersedes in its entirety DAL-PA-04696-LA-1705301R1.
1. Right to Purchase Option Aircraft.
Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in Table 1 to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the option to purchase additional model 737-10 aircraft as option aircraft (Option Aircraft).
2. Delivery.
The number of aircraft and delivery months are listed in the Attachment to this Letter Agreement.
3. [***]
4. [***]
5. [***]
6. [***]
7. [***]
8. Assignment.
DAL-PA-04696-LA-1705301R2 SA-05
Option Aircraft Page 1
BOEING PROPRIETARY
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing except as provided in Sections 10.1.1 and 10.1.3 of the Purchase Agreement.
9. Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Each Party will limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing Party makes commercially reasonable efforts to notify the non-disclosing Party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing Party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such Party.
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ACCEPTED AND AGREED TO this |
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Date: | September 29, 2026 |
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DELTA AIR LINES, INC. |
| THE BOEING COMPANY |
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By: | /s/ Michelle Horn |
| By: | /s/ Mira Zimmermann |
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Name: | Michelle Horn |
| Name: | Mira Zimmermann |
Senior Vice President and |
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Title: | Chief Strategy Officer |
| Title: | Attorney-In-Fact |
DAL-PA-04696-LA-1705301R2 SA-05
Option Aircraft Page 2
BOEING PROPRIETARY
ATTACHMENT
ATTACHMENT to LETTER AGREEMENT NO. DAL-PA-04696-LA-1705301R2
OPTION AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
DAL-PA-04696-LA-1705301R2 SA-05
Option Aircraft Page 3
BOEING PROPRIETARY
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Attachment A To DAL-PA-04696-LA-1705301R2 737-10 Option Aircraft [***] |
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Airframe Model/MTOW*: | 737-10 | [***] | | Configuration Specification: | [***]) |
Engine Model/Thrust: | CFMLEAP-1B28 | [***] | | Airframe Price Base Year/Escalation Formula: | | [***] |
Airframe Price: | | [***] | | Engine Price Base Year/Escalation Formula: | | |
Optional Features: | | [***] | | | | | | |
Sub-Total of Airframe and Features: | [***] | | Airframe Escalation Data: | | |
Engine Price (Per Aircraft): | | [***] | | | | | | |
Aircraft Basic Price (Excluding BFE/SPE) | [***] | | | | | | |
Buyer Furnished Equipment (BFE) Estimate: | [***] | | | | | | |
Seller Purchased Equipment (SPE) Estimate: | [***] | | | | | | |
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Deposit per Aircraft: | | [***] | | | | | | |
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| | Escalation | [***] | Escalation Estimate | [***] |
Delivery | Number of | Factor |
| Adv Payment Base | [***] | [***] | [***] | [***] |
Date | Aircraft | (Airframe) |
| Price Per A/P |
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[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] |
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| DAL-PA-04696-LA-1705301R2 126799-1O.txt | Boeing Proprietary | SA-05 Page 1 |
DAL-PA-04696-LA-1705310R4
Delta Air Lines, Inc.
Department 923
1030 Delta Boulevard
Atlanta, GA 30354
Subject: Special Matters
Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to model 737-10 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement DAL-PA-04696-LA-1705310R3.
1. [***]
1.1 [***]
1.2 [***]
1.3 [***]
1.4 [***]
2. [***]
3. [***]
4. [***]
5. [***]
6. Assignment.
Unless otherwise noted herein, the credit memoranda, payment schedules and other business considerations described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer taking title to the Aircraft at time of delivery and becoming the operator of the Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing except as expressly permitted under Article 10.1.1 and 10.1.3 of the Purchase Agreement.
DAL-PA-04696-LA-1705310R4 SA-05
Special Matters Page 1
7. Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Each Party will limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing Party makes commercially reasonable efforts to notify the non-disclosing Party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing Party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such Party.
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ACCEPTED AND AGREED TO this |
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Date: | September 29, 2026 |
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DELTA AIR LINES, INC. |
| THE BOEING COMPANY |
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By: | /s/ Michelle Horn |
| By: | /s/ Mira Zimmermann |
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Name: | Michelle Horn |
| Name: | Mira Zimmermann |
Senior Vice President and |
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Title: | Chief Strategy Officer |
| Title: | Attorney-In-Fact |
DAL-PA-04696-LA-1705310R4 SA-05
Special Matters Page 2
[***]
DAL-PA-04696-LA-1705310R4 SA-05
Special Matters Page 3
[***]
DAL-PA-04696-LA-1705310R4 SA-05
Special Matters Page 4
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Table 1-A To Purchase Agreement No. PA-04696-LA-1705310R4 [***] |
[***]
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| DAL-PA-04696 118432-1F.txt | Boeing Proprietary | Page 1 |
The Boeing Company
P.O. Box 3707
Seattle, WA 98124 2207
DAL-PA-04696-LA-1706346R1
Delta Air Lines, Inc.
Department 923
1030 Delta Boulevard
Atlanta GA 30354
Subject: [***]
Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to model 737-10 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
[***]
1. [***]
2. [***]
3. [***]
4. [***]
5. [***]
6. [***]
7. [***]
DAL-PA-04696-LA-1706346R1 SA-05
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BOEING PROPRIETARY
8. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing except as expressly permitted by Section 10.1.1 or 10.1.3 of the Purchase Agreement.
9. Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other Parties. Each Party will limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing Party makes commercially reasonable efforts to notify the non-disclosing Party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing Party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such Party.
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ACCEPTED AND AGREED TO this |
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Date: | September 29, 2026 |
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DELTA AIR LINES, INC. |
| THE BOEING COMPANY |
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By: | /s/ Michelle Horn |
| By: | /s/ Mira Zimmermann |
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Name: | Michelle Horn |
| Name: | Mira Zimmermann |
Senior Vice President and |
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Title: | Chief Strategy Officer |
| Title: | Attorney-In-Fact |
DAL-PA-04696-LA-1706346R1 SA-05
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BOEING PROPRIETARY
DAL-PA-04696-LA-2101205R5
Delta Air Lines, Inc.
Department 923
1030 Delta Boulevard
Atlanta, GA 30354
Subject: [***]
Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to model 737-10 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement cancels and supersedes in its entirety DAL-PA-04696-LA-2101205R4.
1. [***]
2. [***]
3. [***]
4. [***]
5. [***]
6. [***]
7. [***]
8. [***]
9. [***]
10. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft (and the [***], as applicable) and cannot be assigned, in whole or in part, without the prior written consent of Boeing except as provided in Articles 10.1.1 and 10.1.3 of the Purchase Agreement.
11. Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Each Party will limit the disclosure of its contents to its employees with a need to know the
DAL-PA-04696-LA-2101205R5 SA-05
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contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing Party makes commercially reasonable efforts to notify the non-disclosing Party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing Party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such Party.
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ACCEPTED AND AGREED TO this |
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Date: | September 29, 2026 |
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| DELTA AIR LINES, INC. |
| THE BOEING COMPANY |
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By: | /s/ Michelle Horn |
| By: | /s/ Mira Zimmermann |
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Name: | Michelle Horn |
| Name: | Mira Zimmermann |
Senior Vice President and |
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Title: | Chief Strategy Officer |
| Title: | Attorney-In-Fact |
DAL-PA-04696-LA-2101205R5 SA-05
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