Supplemental Agreement No. 7 to Purchase Agreement No. 3860 between The Boeing Company and United Airlines, Inc. Relating to Boeing Model 787 Aircraft
Exhibit 10.5
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Supplemental Agreement No. 7
to
Purchase Agreement No. 3860
between
The Boeing Company
and
Relating to Boeing Model 787 Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 7 (SA-7), entered into as of March 7, 2016, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC. (Customer);
WHEREAS, the parties hereto entered into Purchase Agreement No. 3860 dated September 27, 2012, as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Boeing model 787 aircraft (Aircraft). This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, Boeing and Customer agree *** 787- *** with *** Aircraft under *** and *** 787-*** Aircraft as follows:
Figure 1
Aircraft Type Prior to SA-7 |
Manufacturer Number |
Original Delivery Month |
Aircraft Type With SA-7 |
Manufacturer Number |
*** Month | |||||||
*** | *** | *** | *** | *** | *** | *** |
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
(i) Boeing and Customer agree that such *** 787-*** Aircraft *** to the Purchase Agreement as *** Aircraft as such terms are defined in Purchase Agreement No. 2484 dated December 29, 2004, as amended and supplemented (Purchase Agreement 2484) for all purposes of Purchase Agreement 2484 and are further identified in Figure 2 below.
UAL-PA-3860 |
SA-7 | Page 1 | ||
BOEING / UNITED AIRLINES, INC. PROPRIETARY |
Figure 2
Delivery Month |
||||
*** |
(ii) Boeing and Customer agree to *** the following *** 787-*** Aircraft in the delivery months with *** dates as specified below in Figure 3:
Figure 3
Model |
*** 787-*** Aircraft Delivery Month | |
*** | *** |
1. Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-7”).
2. Tables.
2.1. Table 1 entitled “787-10 Aircraft with GENX-1B*** Engines Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled “Table 1” (identified by “SA-7”).
2.2. Table 1 entitled “787-9 Aircraft Delivery, Description, Price and *** for *** Firm 787-9 Aircraft is deleted in its entirety and replaced with the attached Table 1 entitled “787-9 Aircraft Delivery, Description, Price and ***” (identified by “SA-7”).
3. Supplemental Exhibits.
Supplemental Exhibit BFE1 relating to Boeing Model 787-*** aircraft is deleted in its entirety and replaced with the similarly titled supplemental exhibit (identified by “SA-7”).
4. Letter Agreements.
4.1. Attachment B-1 to Letter Agreement UAL-PA-03860-LA-1209265R1 entitled “787-*** with GENX-1B*** Engines: *** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached Attachment B-1 (identified by “SA-7”).
4.2. Letter Agreement UAL-PA-03860-LA-1209413A1R2 entitled “Special Matters - Amendment 1” is deleted in its entirety and replaced with Letter Agreement UAL-PA-03860-LA-1209413A1R3 (identified by “SA-7”).
4.3. Letter Agreement UAL-PA-03860-LA-1301375 entitled “Provisions Relating to Customer’s *** for 787-10 Aircraft” is deleted in its entirety and replaced with Letter Agreement UAL-PA-03860-LA-1301375R1 (identified by “SA-7”).
UAL-PA-3860 |
SA-7 | Page 2 | ||
BOEING / UNITED AIRLINES, INC. PROPRIETARY |
5. Miscellaneous.
Boeing and Customer agree to *** by Boeing from Customer as follows:
***
The resulting aggregate *** Supplemental Agreement No. 7. Such resulting *** of this Supplemental Agreement No. 7.
The Purchase Agreement will be deemed to be supplemented to the extent herein provided as of the date hereof and as so supplemented will continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first written above.
THE BOEING COMPANY | UNITED AIRLINES, INC. | |
/s/ Xxxx X Xxxxxxx |
/s/ Xxxxxx Xxxxxxxx | |
Signature | Signature | |
Xxxx X Xxxxxxx |
Xxxxxx Xxxxxxxx | |
Printed Name | Printed Name | |
Attorney-in-Fact |
Senior Vice President – Finance and acting Chief Financial Officer | |
Title | Title |
UAL-PA-3860 |
SA-7 | Page 3 | ||
BOEING / UNITED AIRLINES, INC. PROPRIETARY |
TABLE OF CONTENTS
ARTICLES | SA NUMBER | |||
Article 1. | Quantity, Model and Description | SA-1 | ||
Article 2. | Delivery Schedule | SA-1 | ||
Article 3. | Price | SA-1 | ||
Article 4. | Payment | SA-1 | ||
Article 5. | Additional Terms | SA-1 | ||
TABLE |
||||
1. | 787-8 with GENX-1B*** Engines Aircraft Information Table *** | SA-3 | ||
1. | 787-9 with GENX-1B*** Engines Aircraft Information Table *** | SA-5 | ||
1 | 787-9 Aircraft Delivery, Description, Price and *** | SA-7 | ||
1. | 787-10 with GENX-1B*** Engines Aircraft Information Table | SA-7 | ||
EXHIBITS |
||||
A1. | 787-8 Aircraft Configuration *** | |||
A2. | 787-9 Aircraft Configuration *** | SA-4 | ||
A3. | 787-10 Aircraft Configuration | SA-1 | ||
B. | Aircraft Delivery Requirements and Responsibilities | |||
SUPPLEMENTAL EXHIBITS |
||||
AE1. | Escalation Adjustment/Airframe and Optional Features | |||
BFE1. | BFE Variables for the 787-*** Aircraft | SA-7 | ||
CS1. | Customer Support Document | |||
EE1. | Engine Escalation/Engine Warranty *** | |||
SLP1. | Service Life Policy Components |
P.A. 3860 |
TABLE OF CONTENTS, Page 1 of 5 |
SA-7 | ||
BOEING/UNITED AIRLINES, INC. PROPRIETARY |
TABLE OF CONTENTS, CONTINUED | ||||
SA NUMBER | ||||
LETTER AGREEMENTS |
||||
UAL-PA-03860-LA-1209247 |
787 e-Enabling |
|||
UAL-PA-03860-LA-1209264 |
Open Configuration Matters |
|||
UAL-PA-03860-LA-1209265R1 |
*** Aircraft |
SA-1 | ||
Attachment A, 787-*** Aircraft Delivery, Description, Price and *** |
XX-0 | |||
Xxxxxxxxxx X-0, 787-*** with GENX-1B*** Engines: *** Aircraft Delivery, Description, Price and *** |
XX-0 | |||
Xxxxxxxxxx X-0, 787-*** with TRENT1000-*** Engines: *** Aircraft Delivery, Description, Price and *** |
XX-0 | |||
XXX-XX-00000-XX-0000000 |
Xxxxx Parts Initial Provisioning |
|||
UAL-PA-03860-LA-1209410 |
Special Matters Relating to COTS Software and End User License Agreements |
|||
UAL-PA-03860-LA-1209411 |
Special Terms – Seats and In-flight Entertainment |
|||
UAL-PA-03860-LA-1209417 |
Model 787 Post-Delivery Software & Data Loading |
|||
CONFIDENTIAL LETTER AGREEMENTS |
||||
UAL-PA-03860-LA-1209236R1 |
Model *** |
SA-1 | ||
Attachment A, 787-9 Airframe Pricing of *** Aircraft with General Electric GEnx-1B*** and Rolls Xxxxx Xxxxx 1000-*** engines |
SA-1 | |||
Attachment B, 787-10 with General Electric GEnx-1B*** and Rolls Xxxxx XXXXX 1000-*** Engines |
SA-1 | |||
Attachment C, 787-8 with General Electric GEnx-1B*** and Rolls Xxxxx XXXXX 1000-*** |
SA-1 |
P.A. 3860 |
TABLE OF CONTENTS, Page 2 of 4 | SA-7 | ||
BOEING / UNITED AIRLINES, INC. PROPRIETARY |
TABLE OF CONTENTS, CONTINUED
|
| |||||
SA NUMBER |
||||||
CONFIDENTIAL LETTER AGREEMENTS, continued |
||||||
UAL-PA-03860-LA-1209412 |
Spare Parts Commitment |
|||||
UAL-PA-03860-LA-1209413R1 |
Special Matters |
SA-1 | ||||
UAL-PA-03860-LA-1209413A1R3 |
Special Matters – Amendment 0 | XX-0 | ||||
XXX-XX-00000-XX-0000000 |
Xxxxx Special Matters |
|||||
UAL-PA-03860-LA-1209413A1 |
Other Special Matters - Amendment 1 |
SA-1 | ||||
UAL-PA-03860-LA-1209416R1 |
Promotional Support |
XX-0 | ||||
XXX-XX-00000-XX-0000000 |
Performance Guarantees |
|||||
UAL-PA-03860-LA-1209455 |
*** – TERMINATED |
XX-0 | ||||
XXX-XX-00000-XX-0000000 |
*** |
|||||
UAL-PA-03860-LA-0000000X0 |
Alternate Engine Selection |
SA-1 | ||||
6-1162-ELP-0794 |
*** Program- *** |
|||||
6-1162-ELP-0795 |
*** Program- *** |
|||||
UAL-PA-03860-LA-1301368 |
Performance Guarantees (787-10) |
XX-0 | ||||
XXX-XX-00000-XX-0000000 |
787-10 Aircraft Open Configuration and Other Matters |
SA-1 | ||||
UAL-PA-03860-LA-1301375R1 |
Provisions Relating to Customer’s *** for 000-00 Xxxxxxxx | XX-0 | ||||
XXX-XX-00000-XX-0000000 |
787-10 *** |
SA-1 | ||||
UAL-PA-03860-LA-1301377A1 |
787-10 *** – Amendment 0 |
XX-0 | ||||
XXX-XX-00000-XX-0000000 XXX-XX-00000-XX-0000000 UAL-PA-03860-LA-1500059 |
787-10 Program Launch Demonstration Flight Waiver Installation of Cabin Systems Equipment |
|
XX-0 XX-0 XX-0 |
|
P.A. 3860 |
TABLE OF CONTENTS, Page 3 of 4 |
SA-7 | ||
BOEING / UNITED AIRLINES, INC. PROPRIETARY |
DATED AS OF | ||
Supplemental Agreement No. 1 | June 17, 2013 | |
Supplemental Agreement No. 2 | December 16, 2013 | |
Supplemental Agreement No. 3 | July 22, 2014 | |
Supplemental Agreement No. 4 | January 14, 2015 | |
Supplemental Agreement No. 5 | May 12, 2015 | |
Supplemental Agreement No. 6 | December 31, 2015 | |
Supplemental Agreement No. 7 | March 7, 2016 |
P.A. 3860 |
TABLE OF CONTENTS, Page 4 of 4 |
SA-7 | ||
BOEING / UNITED AIRLINES, INC. PROPRIETARY |
Table 1 to
Purchase Agreement No. 3860
787-10 Aircraft with GENX-1B*** Engines Delivery, Description, Price and ***
(787-10/GE/***)
Airframe Model/MTOW: |
787-10 | *** pounds | # | Detail Specification: |
*** | |||||||||
Engine Model/Thrust: |
GENX-1B***1 | *** pounds | Airframe Price Base Year/Escalation Formula: |
*** | *** | |||||||||
Airframe Price: |
$*** | Engine Price Base Year/Escalation Formula: |
*** | *** | ||||||||||
Optional Features: |
$*** | Airframe Escalation Data: |
||||||||||||
|
||||||||||||||
Sub-Total of Airframe and Features: |
$*** | Base Year Index (ECI): |
*** | |||||||||||
Engine Price (Per Aircraft) : |
$*** | 1 | Base Year Index (CPI): |
*** | ||||||||||
|
||||||||||||||
Aircraft Basic Price (Excluding BFE/SPE): |
$*** | Engine Escalation Data: |
||||||||||||
|
||||||||||||||
Buyer Furnished Equipment (BFE) Estimate: |
$*** | Base Year Index (ECI): |
*** | |||||||||||
In-Flight Entertainment (IFE) Estimate: |
$*** | Base Year Index (CPI): |
*** |
# of |
Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Factor (Engine) |
See footnote for escalation forecast being used |
Serial Number + | Escalation Estimate*** Base Price Per A/P |
*** Per Aircraft (Amts. Due/*** Prior to Delivery): | ||||||||||||||
*** | *** | *** | *** | |||||||||||||||||||
*** | *** | *** | *** | |||||||||||||||||||
*** | *** | *** | *** | **** | * | *** | $*** | $*** | $*** | $*** | $*** | |||||||||||
*** | *** | *** | *** | **** | * | *** | $*** | $*** | $*** | $*** | $*** | |||||||||||
*** | *** | *** | *** | **** | * | *** | $*** | $*** | $*** | $*** | $*** | |||||||||||
*** | *** | *** | *** | **** | * | *** | $*** | $*** | $*** | $*** | $*** | |||||||||||
*** | *** | *** | *** | **** | * | *** | $*** | $*** | $*** | $*** | $*** | |||||||||||
*** | *** | *** | *** | **** | * | *** | $*** | $*** | $*** | $*** | $*** | |||||||||||
*** | *** | *** | *** | **** | * | *** | $*** | $*** | $*** | $*** | $*** | |||||||||||
*** | *** | *** | *** | **** | * | *** | $*** | $*** | $*** | $*** | $*** | |||||||||||
*** | *** | *** | *** | **** | * | *** | $*** | $*** | $*** | $*** | $*** | |||||||||||
*** | *** | *** | *** | *** | ** | *** | $*** | $*** | $*** | $*** | $*** | |||||||||||
*** | *** | *** | *** | *** | ** | *** | $*** | $*** | $*** | $*** | $*** | |||||||||||
*** | *** | *** | *** | *** | ** | *** | $*** | $*** | $*** | $*** | $*** | |||||||||||
Total: | *** |
BOEING / UNITED AIRLINES PROPRIETARY | 787-10 with GE Engines Table 1 (SA-7), Page 1 |
Table 1 to
Purchase Agreement No. 3860
787-10 Aircraft with GENX-1B*** Engines Delivery, Description, Price and ***
(787-10/GE/***)
# of |
Delivery |
Number of |
Escalation (Airframe) |
Escalation (Engine) |
See footnote for |
Serial |
Escalation |
*** Per Aircraft (Amts. Due/*** Prior to Delivery): | ||||||||||||||
*** | *** | *** | *** | |||||||||||||||||||
*** |
*** |
*** |
*** |
1 | Engine model, thrust and pricing are subject to GE agreement with Customer, i.e., to deliver GEnx-1B***. |
* | *** Escalation Factors *** |
** | *** Escalation Factors *** |
# | Purchased *** pounds. Aircraft are eligible for the provisions of Letter Agreement UAL-PA-03860- LA-1301375R1 entitled “Provisions Relating to Customer’s *** for 787-10 Aircaft” |
+ | Serial Numbers Idenitfied are for informational purposes only and subject to change |
BOEING / UNITED AIRLINES PROPRIETARY | 787-10 with GE Engines Table 1 (SA-7), Page 2 |
Table 1
Purchase Agreement No. 3860
787-9 Aircraft Delivery, Description, Price and ***
(787-9/GE/***)
Airframe Model/MTOW: |
787-9 | *** pounds1 | Detail Specification: |
*** |
||||||||||||
Engine Model/Thrust: |
GENX-1B***2 | *** pounds | Airframe Price Base Year/Escalation Formula: |
*** | *** | |||||||||||
Airframe Price: |
$*** | Engine Price Base Year/Escalation Formula: |
*** | *** | ||||||||||||
Optional Features: |
$*** | Airframe Escalation Data: |
||||||||||||||
|
||||||||||||||||
Sub-Total of Airframe and Features: |
$*** | Base Year Index (ECI): |
*** | |||||||||||||
Engine Price (Per Aircraft): |
$*** | Base Year Index (CPI): |
*** | |||||||||||||
|
||||||||||||||||
Aircraft Basic Price (Excluding BFE/SPE): |
$*** | Engine Escalation Data: |
||||||||||||||
|
||||||||||||||||
Buyer Furnished Equipment (BFE) Estimate: |
$*** | Base Year Index (ECI): |
*** | |||||||||||||
In-Flight Entertainment (IFE) Estimate: |
$*** | Base Year Index (CPI): |
*** | |||||||||||||
Refundable Deposit/Aircraft at Proposal Accept: |
$*** | + |
# of Aircraft |
Delivery Date | Number of Aircraft |
Escalation Factor |
Escalation Factor |
Serial Number |
Escalation Estimate*** Base Price Per A/P |
*** Per Aircraft (Amts. Due/*** Prior to Delivery): | |||||||||||||
*** | *** | *** | *** | |||||||||||||||||
(Airframe) | (Engine) | *** | *** | *** | *** | |||||||||||||||
Block C Aircraft 1, 2, 3, 4 | ||||||||||||||||||||
*** |
*** | *** | *** | *** | *** | $*** | $*** | $*** | $*** | $*** | ||||||||||
*** |
*** | *** | *** | *** | *** | $*** | $*** | $*** | $*** | $*** | ||||||||||
*** |
*** | *** | +*** | *** | *** | $*** | $*** | $*** | $*** | $*** | ||||||||||
*** |
*** | *** | +*** | *** | *** | $*** | $*** | $*** | $*** | $*** | ||||||||||
*** |
*** | *** | +*** | *** | *** | $*** | $*** | $*** | $*** | $*** | ||||||||||
*** |
*** | *** | +*** | *** | *** | $*** | $*** | $*** | $*** | $*** | ||||||||||
*** |
*** | *** | +*** | *** | *** | $*** | $*** | $*** | $*** | $*** | ||||||||||
Total Block C | *** |
+*** for each of the aircraft marked with a “+” is $*** & is calculated as follows:
Step 1: Funds from ***
Step 2: Funds from ***
Step 3: Deposits ***
Step 4: Resulting sum of ***
APR 85133 |
Boeing / United Airlines, Inc. Proprietary |
787-9 Table 1, Page 1, SA-6 |
Table 1 Purchase Agreement No. 3860
787-9 Aircraft Delivery, Description, Price and ***
(787-9/GE/***)
# of Aircraft |
Delivery Date |
Number of |
Escalation Factor |
Escalation Factor |
Serial |
Escalation Estimate*** |
*** Per Aircraft (Amts. Due/*** Prior to Delivery): | |||||||||||||
*** | *** | *** | *** | |||||||||||||||||
(Airframe) |
(Engine) |
*** |
*** |
*** |
*** |
1 | MTOW provided in accordance with MTOW Article 3.2 of Letter Agreement 6-1162-RCN-1936. |
2 | Engine model, thrust and pricing are subject to GE agreement with Customer, i.e., to deliver GEnx-1B***. |
3 | The Block C Aircraft shall be considered Block B Aircraft as defined pursuant to *** & for purposes of Letter Agreement 6-1162-RCN-1939 entitled ***. |
4 | The *** specified above are “Block C Aircraft” as such term is defined in *** for all purposes of***, EXCEPT as in footnote 3 above. |
* | Serial Numbers Idenitfied are for informational purposes only and subject to change |
APR 85133 |
Boeing / United Airlines, Inc. Proprietary |
787-9 Table 1, Page 2, SA-6 |
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
UNITED AIRLINES, Inc,
Supplemental Exhibit BFE1
to Purchase Agreement Number 3860
relating to
BOEING MODEL 787-*** AIRCRAFT
P.A. 3860 | BFE1 |
SA-7 BFE1 Page 1 |
BOEING / UNITED AIRLINES, INC. PROPRIETARY
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 787-*** AIRCRAFT
This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.
1. | Supplier Selection. |
Customer will:
Select and notify Boeing of the suppliers and model/part of the following BFE items by the first day of the following months:
***
2. | On-dock Dates and Other Information. |
On or before ***, Boeing will provide to Customer BFE requirements, electronically in My Boeing Fleet (MBF) through My Boeing Configuration (MBC) or by other means, setting forth the items, quantities, technical reviews, on-dock dates, shipping instructions and other requirements relating to the in-sequence installation of BFE. These requirements may be periodically revised by Boeing. Customer and Boeing rights and obligations related to the BFE requirements established in this Supplemental Exhibit BFE1 are set forth in Exhibit A to the AGTA. For planning purposes, the *** Aircraft preliminary BFE seat requirements and preliminary on-dock dates for all BFE items are set forth below.
2.1 The below “Completion Date” represents the first day of the month by when the specific milestone must be completed to support the BFE seat program.
Customer’s*** Aircraft: BFE*** Class Seat and*** Milestones (*** Aircraft Delivery Only)
Milestone |
Completion Date | |
*** |
*** |
The above schedule dates are subject to change based on the dates negotiated and agreed to at the ITCM.
P.A. 3860 | BFE1 |
SA-7 BFE1 Page 2 |
BOEING / UNITED AIRLINES, INC. PROPRIETARY
2.2 Preliminary On-Dock and Customer Inspection Months: All requirements are set forth below. If a month is listed, then the due date is the first day of the month. If no date is listed, then there is no requirement.
***
P.A. 3860 | BFE1 |
SA-7 BFE1 Page 3 |
BOEING / UNITED AIRLINES, INC. PROPRIETARY
3. | Additional Delivery Requirements - Import. |
Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.
xxxx://xxx.xxxxxx.xxx/xxxxxxxxxxxxxx/xxxxxxxx/xxxxxxxx_xxxxxx/xxxxx_xxxxxxx.xxxx
P.A. 3860 | BFE1 |
SA-7 BFE1 Page 4 |
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Attachment B-1 to Letter Agreement UAL-PA-03860-LA-120965R1
787-10 *** Aircraft with GENX-1B***
Engines Delivery, Description, Price and ***
(787-10/GE/***)
Airframe Model/MTOW: |
787-10 | *** pounds | # | Detail Specification: |
*** | |||||||||
Engine Model/Thrust: |
GENX-1B***¹ | *** pounds | Airframe Price Base Year/Escalation Formula: |
*** | *** | |||||||||
Airframe Price: |
$*** | Engine Price Base Year/Escalation Formula:2 |
*** | *** | ||||||||||
Optional Features: |
$*** | Airframe Escalation Data: |
||||||||||||
|
||||||||||||||
Sub-Total of Airframe and Features: |
$*** | Base Year Index (ECI): |
*** | |||||||||||
Engine Price (Per Aircraft): |
$*** | 1 | Base Year Index (CPI): |
*** | ||||||||||
|
||||||||||||||
Aircraft Basic Price (Excluding BFE/SPE): |
$*** | Engine Escalation Data: |
||||||||||||
|
||||||||||||||
Buyer Furnished Equipment (BFE) Estimate: |
$*** | Base Year Index (ECI): |
*** | |||||||||||
In-Flight Entertainment (IFE) Estimate: |
$*** | Base Year Index (CPI): |
*** | |||||||||||
Non-Refundable Deposit/Aircraft at Def Agreement |
$*** | + |
# of Aircraft |
Delivery Date | Number of Aircraft |
Escalation Factor |
Escalation Factor |
Option Exercise Expiry Date |
Escalation Estimate*** Base Price Per A/P |
*** Per Aircraft (Amts. Due/*** Prior to Delivery): | |||||||||||||
*** | *** | *** | *** | |||||||||||||||||
(Airframe) | (Engine) | *** | *** | *** | *** | |||||||||||||||
*** | *** | *** | *** | *** | *** | $*** | $*** | $*** | $*** | $*** | ||||||||||
Total: | *** |
1 | Engine model, thrust and pricing are subject to GE agreement with Customer, i.e., to deliver GEnx-1B***. |
2 | Base year pricing is subject to confirmation by Customer with engine manufacturer. |
+ | If Customer does ***, Boeing will *** for that *** Aircraft and *** by Customer or United Continental Holdings, Inc. on any Boeing ***. If ***, then *** for Boeing *** and ***. |
# | Purchased MTOW is *** pounds. Aircraft are eligible for the provisions of Letter Agreement UAL-PA-03860- LA-1301375R1 entitled “Provisions Relating to Customer’s *** for 787-10 Aircaft” |
APR 64695-1F.TXT |
Boeing / United Airlines, Inc. Proprietary |
787-10 with GE Engines Table 1 (SA-7), Page 1 |
|
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
UAL-PA-03860-LA-1209413A1R3
United Airlines, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Subject: | Special Matters — Amendment 1 | |
Reference: | Purchase Agreement No. 3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. relating to Model 787 aircraft (Aircraft) |
This letter agreement UAL-PA-03860-LA-1209413A1R3 (Amending Letter Agreement) amends and supplements the Purchase Agreement and amends and supplements certain terms in Letter Agreement UAL-PA-03860-LA-1209413 (the Letter Agreement) ), and supersedes and replaces in its entirety letter agreement UAL-PA-03860-LA-1209413A1R2. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
1. | Amendments to Article 1 of the Letter Agreement. |
Article 1.4 was added by SA-6 to address the *** 787-*** Aircraftc at such time.
Subsequent to SA-6, the parties have agreed to a *** terms under SA-7 that serve to cancel such 787-*** Aircraft.
Accordingly, Article 1.4 is deleted by SA-7.
UAL-PA-03860-LA-1209413A1R3 Special Matters |
Page 0 XX-0 |
XXXXXX / XXXXXX XXXXXXXX, INC. PROPRIETARY
2. | Amendments to Article 4 of the Letter Agreement. |
Article 4.4 is amended as follows:
4.4 *** Provisions for the Launch Aircraft. For the avoidance of doubt, the Launch Aircraft will be redefined to mean the *** 787-*** Aircraft purchased by Customer. The parties agree that *** of the Article 4.1 *** obligation will be *** delivery of each Launch Aircraft (Launch Aircraft *** Obligation). At time of delivery of each Launch Aircraft, Boeing will *** to *** the Launch Aircraft *** Obligation.
3. | Confidential Treatment. |
Boeing and Customer understand that certain information contained in this Letter Agreement, including any attachments hereto, is considered by both parties to be confidential. Boeing and Customer agree that each party will treat this Letter Agreement and the information contained herein as confidential and will not, without the other party’s prior written consent, disclose this Letter Agreement or any information contained herein to any other person or entity except as may be required by applicable law or governmental regulations.
Very truly yours,
THE BOEING COMPANY | ||
By: | /s/ Xxxx X Xxxxxxx | |
Its: | Attorney-In-Fact |
UAL-PA-03860-LA-1209413A1R3 Special Matters |
Page 0 XX-0 |
XXXXXX / XXXXXX XXXXXXXX, INC. PROPRIETARY
ACCEPTED AND AGREED TO this | ||
Date: | March 7, 2016 | |
UNITED AIRLINES, INC. | ||
By: | /s/ Xxxxxx Xxxxxxxx | |
Its: | Senior Vice President – Finance and acting Chief Financial Officer |
UAL-PA-03860-LA-1209413A1R3 Special Matters |
Page 0 XX-0 |
XXXXXX / XXXXXX XXXXXXXX, INC. PROPRIETARY
|
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 |
UAL-PA-03860-LA-1301375R1
United Airlines, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Subject: |
Provisions Relating to Customer’s*** for 787-10 Aircraft | |
Reference: | Purchase Agreement No. 3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. This Letter Agreement replaces and supersedes Letter Agreement UAL-PA-03860-LA-1301375 dated June 17, 2013.
Subject to the terms, provisions, and conditions described herein, Boeing *** to Customer *** 787-10 Aircraft (787-10 Aircraft), as of the effective date (Effective Date) of the ***.
1. | Customer’s ***. |
Boeing *** to Customer, at a charge as described in paragraph 3 below, *** 787-10 Aircraft ***. The Effective Date of such *** shall be the date that Boeing provides ***, unless otherwise mutually agreed to. *** for the applicable 787-10 Aircraft is ***. Boeing will use its best reasonable efforts to provide *** not later than *** after receipt of Customer’s written request.
2. | ***. |
At the time of delivery of each 787-10 Aircraft, or *** after delivery of a 787-10 Aircraft, *** Customer. Such *** shall be ***, identifying the 787-10 Aircraft Manufacturer’s Serial Number (MSN), the delivery date and the Effective Date of ***. The *** shall also indicate ***. Customer may *** subsequent to the Effective Date. If ***, then Customer *** as outlined in paragraph 3 below.
3. | ***. |
*** in accordance with either the *** set forth below, at Customer’s option.
3.1. | *** 787-10 Aircraft. |
If Customer elects to ***, then Customer shall ***
*** |
UAL-PA-03860-LA-1301375R1 *** Model 787-10 Aircraft |
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BOEING / UNITED AIRLINES, INC. PROPRIETARY
3.2 | ***. |
3.3 | ***. |
3.4 | Customer’s ***. |
If Customer ***, the price for such *** shall be calculated as follows: |
***
3.5 | ***. |
UAL-PA-03860-LA-1301375R1 *** 787-10 Aircraft |
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BOEING / UNITED AIRLINES, INC. PROPRIETARY
4. | ***. |
4.1 | ***. |
4.2 | ***. |
5. | ***. |
6. | ***. |
7. | Confidential Treatment. |
Boeing and Customer understand that certain information contained in this Letter Agreement, including any attachments hereto, is considered by both parties to be confidential. Boeing and Customer agree that each party will treat this Letter Agreement and the information contained herein as confidential and will not, without the other party’s prior written consent, disclose this Letter Agreement or any information contained herein to any other person or entity except as may be required by applicable law or governmental regulations.
Very truly yours,
THE BOEING COMPANY | ||
By: | /s/ Xxxx X Xxxxxxx | |
Its: | Attorney-in-Fact |
UAL-PA-03860-LA-1301375R1 *** 000-00 Xxxxxxxx |
XX-0 Xxxx 0 |
XXXXXX / XXXXXX XXXXXXXX, INC. PROPRIETARY
ACCEPTED AND AGREED TO this | ||
Date: | March 7, 2016 | |
UNITED AIRLINES, INC. | ||
By: | /s/ Xxxxxx Xxxxxxxx | |
Its: | Senior Vice President – Finance and acting Chief Financial Officer |
UAL-PA-03860-LA-1301375R1 *** 787-10 Aircraft |
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BOEING / UNITED AIRLINES, INC. PROPRIETARY
Attachment A to
Letter Agreement UAL-PA-03860-LA-1301375R1
Date: |
| |
United Airlines, Inc. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 |
Attention: | *** | |
Reference: | Letter Agreement UAL-PA-03860-LA-1301375R1 to Boeing/UAL Purchase Agreement 3860 |
Transmitted by email
***
Very truly yours, | ||
THE BOEING COMPANY | ||
By: |
| |
Its: |
|
UAL-PA-03860-LA-1301375R1, Attachment A *** 000-00 Xxxxxxxx |
XX-0 Xxxx 0 |
XXXXXX / XXXXXX XXXXXXXX, INC. PROPRIETARY
Attachment B to
Letter Agreement UAL-PA-03860-LA-1301375R1
***
UAL-PA-03860-LA-1301375R1, Attachment B *** 787-10 Aircraft |
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BOEING / UNITED AIRLINES, INC. PROPRIETARY