SUPPLEMENTAL AGREEMENT NO. 3 to PURCHASE AGREEMENT NUMBER 04761 between THE BOEING COMPANY and United Airlines, Inc. relating to Boeing Model 737 MAX Aircraft
Exhibit 10.8
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 3 to
PURCHASE AGREEMENT NUMBER 04761
between
THE BOEING COMPANY
and
relating to
Boeing Model 737 MAX Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 3 (SA-3) is entered into as of March 20, 2020 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
WHEREAS, Customer and Boeing entered into Purchase Agreement No. 04761 dated as of the 15th day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 737 MAX aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement regarding the following matters without duplication of any consideration being provided to Customer:
| (i) | provide Customer with certain ***; |
| (ii) | revise the *** for certain *** Aircraft; and |
| (iii) | specify consideration applicable to certain Boeing aircraft; |
| UAL-PA-04761 | SA-3, Page 1 | |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY | ||
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
| 1. | Table of Contents. |
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-3”).
| 2. | Letter Agreements. |
2.1. Letter Agreement No. UAL-PA-04761-LA-l801463 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-l801463R1 entitled “*** Matters” (identified by “SA-3”) to provide Customer with certain ***.
2.2. Letter Agreement No. UAL-PA-04761-LA-1807022R1 is deleted in its entirety and replaced with Letter Agreement No. U AL-PA-04761-LA-0000000X0 entitled “*** Aircraft – 737-*** and 737-***” (identified by “SA-3”) to revise the *** for certain *** Aircraft.
2.3. Letter Agreement Xx. XXX-XX-00000-XX-0000000 entitled “Certain Special Matters” is added to the Purchase Agreement.
The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.
The rest of the page is intentionally blank. Signature page follows.
| UAL-PA-04761 | XX-0, Xxxx 0 | |
| XXXXXX / XXXXXX XXXXXXXX, INC. PROPRIETARY | ||
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 |
Executive Vice President and | |
| Title | Title |
| UAL-PA-04761 | SA-3, Page 3 | |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY | ||
TABLE OF CONTENTS
ARTICLES |
SA NUMBER | |
| Article 1. | Quantity, Model and Description | |
| Article 2. | Delivery Schedule | |
| Article 3. | Price | |
| Article 4. | Payment | |
| Article 5. | Additional Terms | |
| TABLE | ||
| 1. | 737-*** Aircraft Delivery, Description, Price and *** | SA-2 |
| 1. | 737-*** Aircraft Delivery, Description, Price and *** | SA-2 |
| EXHIBITS | ||
| A | 737-8 Aircraft Configuration | SA-2 |
| A | 737-9 Aircraft Configuration | SA-1 |
| A | 737-10 Aircraft Configuration | SA-2 |
| B. | Aircraft Delivery Requirements and Responsibilities | |
| SUPPLEMENTAL EXHIBITS | ||
| AE1. | ***/Airframe and *** Features for the 737MAX Aircraft | |
| BFE1. | BFE Variables 737-8 Aircraft | SA-2 |
| BFE1. | BFE Variables 737-9 Aircraft | SA-1 |
| BFE1. | XXX Xxxxxxxxx 000-00 Xxxxxxxx | XX-0 |
| XX0. | Engine Warranty and *** | |
| SLP1. | Service Life Policy Components | |
| UAL-PA-04761 | Table of Contents, Page 1 of 4 | SA-3 |
BOEING / UNITED AIRLINES, INC. PROPRIETARY
TABLE OF CONTENTS, CONTINUED
LETTER AGREEMENTS |
SA NUMBER | |
| UAL-PA-04761-LA-0000000X0 | *** Matters | XX-0 |
| XXX-XX-00000-XX-0000000 | Demonstration Flight Waiver | |
| UAL-PA-04761-LA-1801465R1 | Open Matters 737-8 Aircraft and 737-10 Aircraft Deleted with XX-0 | XX-0 |
| XXX-XX-00000-XX-0000000 | Seller Purchased Equipment | |
| UAL-PA-04761-LA-1801467R2 | Special Matters – 000 XXX Xxxxxxxx | XX-0 |
| XXX-XX-00000-XX-0000000 | *** | |
| UAL-PA-04761-LA-1801469 | *** | |
| UAL-PA-04761-LA-1801470 | Privileged and Confidential Matters | |
| UAL-PA-04761-LA-1801471 | XXXX Xxxxxxx | |
| XXX-XX-00000-XX-0000000 | Assignment Matters | |
| UAL-PA-04761-LA-1801473 | 737-10 Aircraft *** | |
| UAL-PA-04761-LA-1801474 | *** for the 737-10 Aircraft | |
| UAL-PA-04761-LA-1801475 | Loading of Customer Software | |
| UAL-PA-04761-LA-1801476 | Installation of Cabin Systems Equipment | |
| UAL-PA-04761-LA-1801477 | Special Customer Support Matters | |
| UAL-PA-04761-LA-1801478 | Delivery *** Matters | |
| UAL-PA-04761-LA-0000000X0 | *** Aircraft – 737-*** and 737-*** | XX-0 |
| XXX-XX-00000-XX-0000000 | 737-9 Aircraft Model *** | XX-0 |
| XXX-XX-00000 | Table of Contents, Page 2 of 4 | SA-3 |
BOEING / UNITED AIRLINES, INC. PROPRIETARY
TABLE OF CONTENTS, CONTINUED
LETTER AGREEMENTS, continued |
SA NUMBER | |
| UAL-PA-04761-LA-1807490R1 | 737-*** Aircraft and 737-*** Aircraft *** | XX-0 |
| XXX-XX-00000-XX-0000000 | Xxxxxxx Special Matters | XX-0 |
| XXX-XX-00000 | Table of Contents, Page 3 of 4 | SA-3 |
BOEING / UNITED AIRLINES, INC. PROPRIETARY
| SUPPLEMENTAL AGREEMENTS | DATED AS OF |
| Supplemental Agreement No. 1 | September 25, 2018 |
| Supplemental Agreement No. 2 | December 12, 2018 |
| Supplemental Agreement No. 3 | March 20, 2020 |
| UAL-PA-04761 | Table of Contents, Page 4 of 4 | SA-3 |
BOEING / UNITED AIRLINES, INC. PROPRIETARY
 |
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 |
UAL-PA-04761-LA-0000000X0
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
| Subject: | *** Matters |
| References: | 1) | Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft); and |
| 2) | Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA) |
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. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801463 dated May 15, 2018.
The Purchase Agreement incorporates the terms and conditions of the AGTA between Boeing and Customer. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.
1. ***
1.9 For purposes of Section 1.6:
***
2. ***
*** will be due on the ***. In the event that ***
3. *** Rights.
3.1 Customer agrees that ***
3.2 In the event Boeing *** to Boeing pursuant to Article 3.1, absent instruction from Boeing to the contrary, Customer shall, *** under the Purchase Agreement as amended by this Letter Agreement. Customer will ***.
UAL-PA-04761-LA-0000000X0 *** Matters | SA-3 Page1 |
| BOEING/UNITED AIRLINES, INC. PROPRIETARY | |
3.3 For all purposes of this paragraph 3, including without limitation, notice, *** or any other application, ***. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.
4. Confidentiality.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.
5. Assignment.
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, 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.
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/ Xxxx X. Xxxxxxx | |
| Its: | Attorney-in-Fact | |
UAL-PA-04761-LA-0000000X0 *** Matters | SA-3 Page2 |
| BOEING/UNITED AIRLINES, INC. PROPRIETARY | |
| ACCEPTED AND AGREED TO this | ||
| Date: | March 20,2020 | |
| UNITED AIRLINES, INC. | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Its: | Executive Vice President and Chief Financial Officer | |
UAL-PA-04761-LA-0000000X0 *** Matters | SA-3 Page3 |
| BOEING/UNITED AIRLINES, INC. PROPRIETARY | |
|
The
Boeing Company |
UAL-PA-04761-LA-0000000X0
United Airlines, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
| Subject: | *** Aircraft – 737-*** and 737-*** |
| Reference: | Purchase Agreement No. PA-04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft) |
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.
Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in both Table 1’s to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the *** Model 737-*** aircraft and 737-*** Aircraft as *** aircraft (*** Aircraft).
2. Delivery.
The number of aircraft and delivery months are listed in Attachment A-1 and A-2 (collectively Attachment A) to this Letter Agreement. The scheduled delivery position of each *** Aircraft listed in Attachment A provides the delivery schedule in *** consisting of a nominal delivery month (Nominal Delivery Month) ***. No later than *** Nominal Delivery Month of Customer’s first *** Aircraft in each calendar year, Boeing will provide written notice with a *** Attachment A of the scheduled delivery month for each *** Aircraft with a Nominal Delivery Month in such calendar year.
3. Configuration.
3.1 Subject to the provisions of Article 3.2, below, the configuration for the *** Aircraft will be the Detail Specification for Boeing Model 737-*** and 737-*** aircraft, as applicable, at the revision level in effect at the time of Definitive Agreement (as defined below). Such Detail Specification *** applicable to the Detail Specification that are developed by Boeing between the *** (as defined below) and the signing of the Definitive Agreement, (ii) changes required to obtain required regulatory certificates, and (iii) other changes as mutually agreed.
3.2 Subject to ***, the *** Aircraft ***, provided that it can achieve *** which would result pursuant to the provisions of Article 3.1.
4. Price.
4.1 The Airframe Price and *** Features Prices for each of the *** Aircraft is identified in Attachment A to this Letter Agreement. ***.
4.2 The Airframe Price, *** Features Prices, and Aircraft Basic Price for each of the *** Aircraft shall *** in accordance with the terms set forth in Article 2.1.5 (***) of the AGATA.
| UAL-PA-04761-LA-0000000X0 | SA-3 |
| *** Aircraft – 737-*** and 737-*** | Page 1 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY | |
 |
4.3 The *** Base Price shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of Definitive Agreement.
5. Payment.
5.1 ***
5.2 Notwithstanding the amount shown in Attachment A, the *** Deposit will be *** for each *** Aircraft.
5.3 At Definitive Agreement for the *** Aircraft, *** will be payable as specified in the Purchase Agreement. The remainder of the Aircraft Price for the *** Aircraft will be paid at the time of delivery.
6. ***.
6.1 Customer may *** by giving written notice to Boeing on or before the date ***
6.2 After receipt of Customer’s ***
6.4 *** Provisions for Certain *** Aircraft. The *** Date for *** 737-*** Aircraft and *** 737-*** Aircraft with delivery months ***.
6.5 If Customer ***
7. Definitive Agreement.
Following Customer’s *** the parties will sign a definitive agreement for the purchase of such *** Aircraft (Definitive Agreement) within *** The Definitive Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement. In the event the parties have not entered into a Definitive Agreement within ***, either party ***. If Customer and Boeing fail to enter into the Definitive Agreement, Boeing will ***.
8. Assignment.
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, 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.
9. Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.
| UAL-PA-04761-LA-0000000X0 | SA-3 |
| *** Aircraft – 737-*** and 737-*** | Page 2 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY | |
 |
Very truly yours,
| THE BOEING COMPANY | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Its: | Attorney-in-Fact | |
| UAL-PA-04761-LA-0000000X0 | SA-3 |
| *** Aircraft – 737-*** and 737-*** | Page 3 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY | |
 |
ACCEPTED AND AGREED TO this | ||
| Date: | March 20,2020 | |
| UNITED AIRLINES, INC. | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Its: | Executive Vice President and Chief Financial Officer | |
| UAL-PA-04761-LA-0000000X0 | SA-3 |
| *** Aircraft – 737-*** and 737-*** | Page 4 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY | |
Attachment A-1 to Letter Agreement No. UAL-PA-04761-LA-0000000X0
737-*** Aircraft Delivery, Description, Price and ***
| Airframe Model/MTOW: | 737-*** | *** pounds | Detail Specification: | *** | ||
| Engine Model/Thrust: | *** | *** pounds | Subject to confirmation | Airframe Price Base Year/*** Formula: | *** | *** |
| Airframe Price: | $*** | Engine Price Base Year/*** Formula: | *** | *** | ||
| *** Features: | $*** | |||||
| Sub-Total of Airframe and Features: | $*** | *** Escalation Data: | ||||
| Engine Price (Per Aircraft): | $*** | Base Year Index (ECI): | *** | |||
| Aircraft Basic Price (Excluding BFE/SPE): | $*** | Base Year Index (CPI): | *** | |||
| Buyer Furnished Equipment (BFE) Estimate: | $*** | |||||
| Seller Purchased Equipment (SPE) Estimate: | $*** | |||||
| Deposit per Aircraft: | $*** | |||||
| # of *** Aircraft | *** | *** Expiry | *** Estimate | *** Per Aircraft (Amts. Due/*** Prior to Delivery): | ||||||
| Delivery | Number of | Factor | Actual or Nominal | *** Base | *** | *** | *** | *** | ||
| Date | Aircraft | (Airframe) | Delivery *** | Price Per A/P | ***% | ***% | ***% | ***% | ||
| *** | *** | *** | *** | *** | *** | *** | $*** | $*** | $*** | $*** |
| Total: | *** | |||||||||
* Nominal delivery *** pursuant to §2 of Letter Agreememt UAL-PA-04761-LA-1807022 including any successor thereof.
| UAL-PA-04761-112118-1F.TXT | SA-3, MAX *** |
| Att. A-1, Page 1 | |
| Boeing / United Airlines, Inc. Proprietary
| |
Attachment A-2 to Letter Agreement No. UAL-PA-04761-LA-0000000X0
737-***Aircraft Delivery, Description, Price and ***
| Airframe Model/MTOW: | 737-*** | *** pounds | Detail Specification: | *** | ||
| Engine Model/Thrust: | *** | *** pounds | Subject to confirmation | Airframe Price Base Year/*** Formula: | *** | *** |
| Airframe Price: | $*** | Engine Price Base Year/*** Formula: | *** | *** | ||
| *** Features: | $*** | |||||
| Sub-Total of Airframe and Features: | $*** | Airframe *** Data: | ||||
| Engine Price (Per Aircraft): | $*** | Base Year Index (ECI): | *** | |||
| Aircraft Basic Price (Excluding BFE/SPE): | $*** | Base Year Index (CPI): | *** | |||
| Buyer Furnished Equipment (BFE) Estimate: | $*** | |||||
| Seller Purchased Equipment (SPE) Estimate: | $*** | |||||
| Deposit per Aircraft: | $*** | |||||
| # of *** Aircraft | *** | *** Expiry | *** Estimate | *** Per Aircraft (Amts. Due/*** Prior to Delivery): | ||||||
| Delivery | Number of | Factor | Actual or Nominal | *** Base | *** | *** | *** | *** | ||
| Date | Aircraft | (Airframe) | Delivery *** | Price Per A/P | ***% | ***% | ***% | ***% | ||
| *** | *** | *** | *** | *** | *** | *** | $*** | $*** | $*** | $*** |
| Total: | *** | |||||||||
* Nominal delivery *** pursuant to §2 of Letter Agreememt UAL-PA-04761-LA-1807022 including any successor thereof.
| UAL-PA-04761-112118-1F.TXT | SA-3, MAX *** |
| Att. A-2, Page 1 | |
| Boeing / United Airlines, Inc. Proprietary
| |
 | The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000 2207 |
XXX-XX-00000-XX-0000000
Xxxxxx Airlines, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
| Subject: | Certain Special Matters |
| Reference: | Purchase Agreement No. PA-04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft) |
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 Business Consideration. |
| 1.1. | Boeing will provide to Customer the business considerations described as follows: |
| *** |
| 3. | Assignment. |
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, 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.
| 4. | Confidential Treatment. |
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.
UAL-PA-04761-LA-2001831 Certain Special Matters | SA-3 Page 1 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY | |
| Very truly yours, | ||
| THE BOEING COMPANY | ||
| By | /s/ Xxxx X. Xxxxxxx | |
| Its | Attorney-In-Fact | |
UAL-PA-04761-LA-2001831 Certain Special Matters | SA-3 Page 2 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY | |
| ACCEPTED AND AGREED TO AS OF | ||
| Date: | March 20, 2020 | |
| UNITED AIRLINES, INC. | ||
| By | /s/ Xxxxxx Xxxxxxxx | |
| Its | Executive Vice President and Chief Financial Officer | |
UAL-PA-04761-LA-2001831 Certain Special Matters | SA-3 Page 3 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY | |
