Supplemental Agreement No. 3, dated September 18, 2024, to Purchase Agreement Number PA-04696, dated July 18, 2022, between The Boeing Company and Delta Air Lines, Inc. relating to Boeing Model 737-10 Aircraft

This Supplemental Agreement No. 3 (SA-3) dated as of September 18, 2024 amends Purchase Agreement No. PA-04696 dated as of July 18, 2022 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to the purchase and sale of model 737-10 aircraft (Aircraft).

The parties have agreed to revise the scheduled delivery months of one hundred (100) Aircraft and fourteen (14) Option Aircraft, and amend the Purchase Agreement as hereinafter set forth to make certain other changes.

1.    Table of Contents.

The Table of Contents is deleted and replaced by the attached Table of Contents, which reflects the amendments made to the Purchase Agreement by this Supplemental Agreement and is identified with a “SA-3” legend to reflect the changes made by this SA-3.

2.    Table.

Table 1 “Aircraft Information Table” is deleted in its entirety and replaced with the attached Table 1 “Aircraft Information Table and identified by “SA-3.”

3.    Letter Agreements.

3.1    Letter Agreement No. DAL-PA-04696-LA-1705301, “Option Aircraft,” is revised and superseded by Letter Agreement No. DAL-PA-04696-LA-1705301R1 to revise [***]

3.2    Letter Agreement No. DAL-PA-04696-LA-1705310R1, “Special Matters,” is revised and superseded by Letter Agreement No. DAL-PA-04696-LA-1705310R2 to revise [***]

3.3    Letter Agreement No. DAL-PA-04696-LA ###-###-####, [***] is revised and superseded by Letter Agreement No. DAL-PA-04696-LA-2105243R1 to revise the [***].

3.4    Letter Agreement No. DAL-PA-04696-LA-2101205R2, [***] is revised and superseded by Letter Agreement No. DAL-PA-04696-LA-2101205R3 to revise [***]

4.    Miscellaneous.

This SA-3 will become effective upon execution and receipt by both parties.

5.    Confidential Treatment.

The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Each party will limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other party.  Notwithstanding the foregoing, either party may disclose this Supplemental Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party.

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