BOEING PROPRIETARY

3. Intentionally Omitted.

4. [***]

2. [***]

3. [***]

4. [***]

5. [***]

6. [***]

2. [***]

4. [***]

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 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.

 

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

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2.[***]

3.[***]

4.[***]

5.[***]

6.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's becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing..

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.

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

The parties hereto agree as follows with respect to Covered Aircraft (as defined below) performance retention.

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8.[***]

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's becoming the operator of the Aircraft and cannot be assigned in whole or in part.

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.

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1.        Customer has requested [***]

2.        In response to Customer's request Boeing offers the following [***]

1.        [***]

2.        [***]

3.        [***]

4.        [***]

5.        [***]

6.        Reporting of Actual [***].

6.1    Within ninety (90) days after the last day of each Reporting Period Customer will complete and return to Boeing Attachment D to provide to Boeing the data specified therein for that Reporting Period. Customer will report [***]

6.2    Failure to provide the data specified in Article 6.1 to Boeing within the specified ninety (90) day period shall constitute Customer's acknowledgment that the [***] complies with the [***]. If the [***] subsequently should fail to perform in a manner consistent with the [***], however, Customer will, within ninety (90) days after the last day of the Reporting Period in which such Noncompliance occurs, report to Boeing the data specified on Attachment D for all then‑completed Reporting Periods of the [***].

7.        Calculation of Actual [***]and Compliance with the [***].

use the data provided by the Customer in such report and the methodology in Attachment B to calculate the [***] for the [***] as of the end of such Reporting Period and will provide to Customer a report in content and form as shown in Attachment E. Boeing will convert values expressed in [***] as described in Attachment B in order to perform the computations and comparisons contemplated by this Letter Agreement. Monetary amounts determined and reported by Boeing will be expressed in [***].

7.2    If the data determined pursuant to Article 7.1 indicates that the performance of the [***] for the applicable Reporting Periods does not comply with the [***], Customer will, upon request, submit to Boeing sufficient information to allow Boeing to verify:

7.2.1    the data reported by Customer pursuant to Article 6;

7.2.2    the data does not reflect assumptions other than those relied upon in developing the [***]; and

7.2.3    the data is consistent with all provisions of this Letter Agreement.

7.3    If after completing the verification and analysis described in Article 7.2 the data indicates that the performance of the [***] for the applicable Reporting Periods does not comply with the [***]; provided that [***], Customer, upon request, submits to Boeing such information as is necessary for Boeing to:

7.3.1    [***]

7.3.2    [***]

7.4    At Customer's request Boeing will provide Customer [***]

8.        [***]

8.1    Should [***] pursuant to Article 7.3 be appropriate:

8.1.1    Boeing will investigate [***];

8.1.2    Boeing will provide [***];

8.1.3    if necessary, Boeing will initiate [***]

8.1.4    [***]

8.2    At Boeing's request, Customer will [***]

9.    Conditions and Limitations.

9.1    If, with the intent of reducing [***]

9.2    Customer will promptly notify Boeing [***]

9.3    Upon reasonable notice to Customer, Boeing will have the right to [***]

9.4    Upon reasonable notice to Customer, Boeing may inspect [***]

9.5    [***]

    

9.6    [***]

10.        Notice.

10.1    All reports submitted to Boeing will be addressed to the attention of:

10.2    All reports submitted to Customer will be addressed to the attention of:

11.        Exclusive Remedy.

The remedies provided in Article 8 of this Letter Agreement are Customer's exclusive remedies in the event of Noncompliance and are in lieu of all other damages, claims and remedies of Customer arising at law or otherwise for Noncompliance. Customer hereby waives and renounces all other claims and remedies arising at law or otherwise for any such Noncompliance.

12.        DISCLAIMER, RELEASE AND EXCLUSION.

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.

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.

13.        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's becoming the operator of the Aircraft and cannot be assigned in whole or, in part without the prior written consent of Boeing.

14.        Confidential Treatment.

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

Boeing will [***] as described in this Attachment B [***] submitted in Attachment A, [***] reported in Attachment C and [***] reported in Attachment D.

1.        [***]

2.        [***]

3.        Benchmark Method for Determining [***].

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3.1    [***]

3.2    [***]

3.3    The methodology and the applicable factors will be used as set forth in paragraph 5.6 of this Attachment B to convert the [***].

3.4    Next Boeing will [***].

3.5    [***]:

3.6    [***]

3.7    Then the methodology and the applicable factors set forth in paragraph 5.6 of this Attachment B will be applied to [***].

4.        Reporting Period [***].

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5.        Recalculation of [***].

[***].

Reference:    Letter Agreement No. DAL-PA-02022-LA-1104483 to Agreement No. PA-02022 (Purchase Agreement) and Maintenance Cost Guarantee

Subject:    [***] reported pursuant to Article 5.2 of the referenced Letter Agreement.

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1.    Aircraft Configuration.

1.1    Initial Configuration. The initial configuration of Customer's Model 737-900ER Aircraft (Aircraft) has been defined by Boeing [***] (Aircraft Description) as described in Article 1 and Exhibit A5 of the Purchase Agreement. Final configuration of the Aircraft will be completed as described in this Letter Agreement.

1.2    Final Configuration Schedule. Customer and Boeing hereby agree to complete the configuration of the Aircraft using the then-current Boeing configuration documentation (Final Configuration) in accordance with the following schedule:

1.2.1    No later than [***] prior to the first Aircraft's scheduled delivery month, Boeing and Customer will discuss [***].

1.2.2    Within[***], Boeing will provide Customer with a proposal for those [***].

1.2.3    Customer will then have [***] to accept or reject [***].

2.    Amendment of the Purchase Agreement. Within thirty (30) calendar days following Final Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:

2.1    Changes applicable to the basic Model 737-900ER aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration.

2.2    Incorporation into Exhibit A of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer and Boeing pursuant to Article 1.2 above (Customer Configuration Changes);

2.3    Revisions to the [***] to reflect the effects, if any, on Aircraft performance resulting from the incorporation of the Customer Configuration Changes;

2.4    Changes to the Optional Features Prices, Aircraft Basic Price and Advance Payment Base Price of the Aircraft to adjust for the difference, if any, between [***] reflected in the Aircraft Basic Price and the actual prices of the optional features reflected in the Customer Configuration Changes; and

2.5    Changes to the Advance Payment Base Price of the Aircraft to adjust for the difference between the estimated amount [***] and the price of the SPE reflected in the Customer Configuration Changes.

3.    [***].

4.    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's becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.

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 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.

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1.    Boeing agrees to provide Customer with the [***] guarantees in the Attachment. These guarantees [***] to Customer. [***]

2.    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's becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.

3.    Confidential Treatment.

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This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

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1.        [***]

2.        [***]

3.        [***]

4.        [***]

5.        [***] Customer releases Boeing and its successors, affiliates and subsidiaries from all present, past and future rights, remedies, claims and causes of action, whether arising at law or otherwise, known or unknown, relating to or arising from such [***].

6.        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's becoming the operator of the Covered Aircraft and cannot be assigned in whole or, in part.

7.        Confidential Treatment.

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.

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.

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1.        [***]

2.        [***]

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's becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.

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.

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1.    Definitions.

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2.    Applicability.

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3.    [***]

4.    Assignment.

This Letter Agreement is provided as an accommodation 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.

5.    Confidential Treatment.

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Upon execution of this Letter Agreement, the provisions of Article 3 of Aircraft General Terms Agreement Number AGTA-DAL between Boeing and Customer dated as of October 21, 1997 (AGTA-DAL) related to options and rolling options for 737-600, 700 and 800 model aircraft provided thereunder are deleted and of no further force or effect. The parties agree to execute a supplemental agreement to AGTA-DAL for the purpose of conforming the AGTA-DAL documentation to reflect the amendments made by this Letter Agreement.

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 1Q to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the option to purchase additional Model 737-900ER aircraft as option aircraft (Option Aircraft).

2.        Delivery.

The aircraft and delivery months for which such options may be exercised are listed in the Attachment to this Letter Agreement (Attachment).

3.        [***]

4.        [***]

5.        [***]

6.        [***]

7.        [***]

8.        [***]

9.        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's becoming the operator of the Aircraft and cannot be assigned in whole or in part.

10.        Confidential Treatment.

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

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

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.

This letter agreement (Letter Agreement) is entered into as of August 24, 2011 (Effective Date) by and between Boeing and Customer, and amends and supplements each Purchase Agreement.

(a)    All capitalized terms, which are not otherwise defined herein, shall have the definitions specified in the applicable Purchase Agreement and the AGTA, as applicable.

(b)    All references herein to the [***] shall be deemed to include all prior versions of and revisions to that agreement to the extent such prior versions and revisions are operable.

2.    [***]

3.    [***]

4.        Assignment.

This Letter Agreement is not assignable by either party, in whole or in part, without the prior written consent of the other party.

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 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.

IN WITNESS WHEREOF, the parties have signed this Letter Agreement by their respective duly authorized representatives.