EXHIBIT 10.39
Supplemental Agreement No. 3
to
Purchase Agreement No. 1663
between
The Boeing Company
and
UNITED AIR LINES, INC.
Relating to Boeing Model 777-222 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 27th day
of October, 1995, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation, (hereinafter called Buyer);
W I T N E S S E T H:
WHEREAS, the parties hereto entered into an agreement dated
as of December 18, 1990, relating to Boeing Model 777-222 aircraft
(hereinafter referred to as the "Aircraft"), which agreement, as
amended, together with all exhibits and specifications attached
thereto and made a part thereof which is hereinafter called the
"Purchase Agreement" and:
WHEREAS, Buyer wishes to convert certain "A" Market Aircraft
to "B" Market Aircraft;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree to supplement the
Purchase Agreement as follows:
1. Article 1, "Subject Matter of Sale", is hereby deleted in its
entirety and replaced with new Article 1, which is Attachment Xx.
0 xxxxxx.
X.X. Xx. 0000 X0-0
2. Article 2, "Delivery of Aircraft; Title and Risk of Loss", is
hereby deleted in its entirety and replaced with a new Article 2
which is Attachment No. 2 hereto.
3. Article 3, "Basic Price", is hereby deleted in its entirety
and replaced with a new Article 3 which is Attachment 3 hereto.
4. Article 5, "Payment", is hereby deleted in its entirety and
replaced with a new Article 5 which is Attachment No. 4 hereto.
5. Article 8, "Federal Aviation Administration Requirements", is
hereby deleted in its entirety and replaced with a new Article 8
which is attachment No. 12 hereto.
6. Article 9, "Demonstration Flights and Test Data", is hereby
deleted in its entirety and replaced with a new article 9 which is
Attachment No. 13 hereto.
7. In paragraph no. 1 of Part J to Exhibit B of the Purchase
Agreement, Boeing agrees to provide Document No. M6-TBD, "Supplier
Component Reliability (MTBF/MTBUR) Program Model 777 Airplanes";
prior to delivery of the first Model 777 Aircraft. Boeing hereby
agrees to provide such document prior to delivery of the first 777
"A" Market Aircraft and also prior to delivery of the first 777
"B" Market Aircraft. Such document delivered for the 777 "B"
Market Aircraft will contain only these systems in the "B" Market
Aircraft that have differences in components, parts, software, of
interfaces from the "A" Market Aircraft that relate to form, fit,
function, interchangeability, reliability, or maintainability of
such components, parts, software or interfaces.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663 S3-2
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
10. Exhibit A to the Purchase Agreement is hereby deleted in its
entirety and replaced with two new Exhibits A-1 and A-2, which are
Attachments Nos. 5 and 6 respectively hereto.
11. Exhibit C to the Purchase Agreement is hereby deemed to apply
exclusively to the 777 "A" Market Aircraft. A new Exhibit C-1
which applies exclusively to the 777 "B" Market Aircraft is hereby
incorporated into the Purchase Agreement and is Attachment No. 14
hereto.
12. In Letter Agreement No. 6-1162-DLJ-829, the "Performance
Guarantees", is a defined term referring to the Performance
Guarantees attached to Letter Agreement No. 6-1162-DLJ-846.
Henceforth, the Performance Guarantee referred to in Letter
Agreement No. 6-1162-DLJ-829 for the "A" Market Aircraft will be
those attached to Letter Agreement no. 6-1162-DLJ-1193 and for the
"B" market Aircraft will be those attached to Letter Agreement No.
6-1162-RCN-925.
13. Letter Agreement No. 1162-DLJ-836, [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
paragraph No. 1 applies exclusively to the "A" Market Aircraft.
14. Letter Agreement No. 6-1162-DLJ-848, [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
paragraph Nos. 2, 3, 11, and 14 apply exclusively to the "A"
Market Aircraft. Paragraph No. 1 applies to the "B" Market
Aircraft only if there is a significant configuration change from
the "A" Market (such as a crew rest). [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663 S3-3
15. The following Letter Agreements apply exclusively to the "A"
Market Aircraft:
6-1162-DLJ-846 - Performance Guarantees
6-1162-DLJ-1193 - Performance Guarantees
6-1162-DLJ-935 - [*CONFIDENTIAL MATERIAL OMITTED AND
6-1162-DLJ-947 - FILED SEPARATELY WITH THE SECURITIES
6-1162-DLJ-948 - AND EXCHANGE COMMISSION PURSUANT TO
6-1162-DLJ-955 - A REQUEST FOR CONFIDENTIAL
1663-5 - TREATMENT]
16. Letter Agreement No. 6-1162-DLJ-837, [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], is
hereby deleted in its entirety and replaced with a new Letter
Agreement 6-1162-RCN-859, which is Attachment No. 7 hereto.
17. In order to add the "B" Market Aircraft engine price to the
airframe escalation exhibit, Exhibit D to the Purchase Agreement
is hereby deleted in its entirety and replaced with a new Exhibit
D which is Attachment No. 8 hereto.
18. A new Letter Agreement No. 6-1162-RCN-925, ""B" Market
Aircraft Performance Guarantees" which contains the Performance
Guarantees for the "B" Market Aircraft is hereby incorporated into
the Purchase Agreement and Attachment No. 9 hereto.
19. A new Letter Agreement No. 6-1162-RCN-851, [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] which addresses certain Buyer's "B" Market Aircraft to
be used in the [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] is hereby incorporated into
the Purchase Agreement and is Attachment No. 10 hereto.
20. Letter agreement No. 6-1162-DLJ-835, [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is
hereby deleted in its entirety and replaced with a new Letter
Agreement No. 6-1162-RCN-866 which is Attachment No. 11 hereto.
21. A new Letter Agreement No. 1663-5A [*CONFIDENTIAL MATERIAL
P.A. No. 1663 S3-4
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is
hereby incorporated into the Purchase Agreement and is Attachment
No. 15 hereto.
22. A new Letter Agreement No. 6-1162-RCN-962 [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] is hereby incorporated into the Purchase Agreement and
is Attachment No. 17 hereto.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
24. The parties agree that for any provision in the Purchase
Agreement which is applicable to the "B" Market Aircraft and
contains a reference to Part E of Exhibit C; such reference shall
be deemed to be Part E of Exhibit C-1.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
26. This Supplemental Agreement, including all of the
Attachments, will be treated as privileged and confidential
information pursuant to the terms of Letter Agreement No. 6-1162-
DLJ-832.
The Purchase Agreement shall be deemed to be supplemented to the
extent herein provided and as so supplemented shall continue in
full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY UNITED AIR LINES
By: /s/ X.X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Its: Attorney-in-Fact Its: Senior Vice President and
Chief Financial Officer
P.A. No. 1663 S3-5
Attachment Xx. 0
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 1
ARTICLE 1. Subject Matter of Sale.
1.1.1 "A" Market Aircraft Description". Boeing
shall sell and deliver to Buyer, and Buyer shall purchase from
Boeing, sixteen (16) Boeing Model 777-222 "A" Market Aircraft.
Such aircraft are referred to individually and collectively as the
"Aircraft" or "AIRCRAFT" or "the "A" Market Aircraft". The
Aircraft will be manufactured by Boeing in accordance with Boeing
Detail Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] (as modified and describe in
Exhibit A-1 attached hereto) as it may be modified from time to
time in accordance with the terms and conditions of Article 7
herein. Such Detail Specification as so modified is by this
reference incorporated in this Agreement and is hereinafter
referred to as the "Detail Specification" or "the "A" Market
Detail Specification." In connection with the sale and purchase of
the Aircraft, Boeing shall also deliver to Buyer other things
under this Agreement including data, documents, training and
services.
1.1.2 "B" Market Aircraft Description". Boeing
shall sell and deliver to Buyer, the Buyer shall purchase from
Boeing, eighteen (18) Boeing Model 777-222 "B" Market Aircraft.
Such aircraft are referred to individually and collectively as the
"Aircraft" or "AIRCRAFT" or "the "B" Market Aircraft". The
Aircraft will be manufactured by Boeing in accordance with Boeing
Detail Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] (as modified and described
in Exhibit A-2 attached hereto) as it may be modified from time to
time in accordance with the terms and conditions with Article 7
herein. Such Detail Specification as so modified by this reference
incorporated in this Agreement and is hereinafter referred to as
the "Detail Specification" or "the "B" Market Detail
Specification." In connection with the sale and purchase of the
Aircraft, Boeing shall also deliver to Buyer other things
P.A. No. 1663 S3-6
Attachment Xx. 0
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 2
under this Agreement including data, documents, training and
services.
1.2 Performance Guarantees. Any performance
guarantees applicable to the Aircraft shall be expressly included
in this Agreement.
P.A. No. 1663 S3-7
Attachment Xx. 0
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 1
ARTICLE 2. Delivery of Aircraft; Title and Risk of Loss.
2.1 Time of Delivery. Each Aircraft shall be
delivered to Buyer assembled and ready for flight, and Buyer shall
accept delivery of such Aircraft during or, if mutually agreed,
before the months set forth in the following schedule:
Month and Year
of delivery Quantity of Aircraft
"A" Market Aircraft
May 1995 Three (3)
June 1995 Two (2)
July 1995 One (1)
September 1995 One (1)
October 1995 One (1)
November 1995 One (1)
December 1995 Two (2)
February 1996 One (1)
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
"B" Market Aircraft
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
If Boeing gives Buyer at least ten (10) days' advance notice of
the delivery date for an Aircraft, and delivery is delayed beyond
P.A. No. 1663 S3-1
Attachment Xx. 0
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 2
such date due to Buyer's fault or responsibility, Buyer shall
promptly reimburse Boeing for all costs and expenses incurred by
Boeing as a result of such delay, including but not limited to
reasonable amounts for storage, insurance, taxes, preservation of
protection of the Aircraft, and interest on payments due.
2.2 Place of Delivery. Each Aircraft shall be
delivered at an airport in the State of Washington selected by
Boeing or at such alternate site as may be mutually agreed upon in
writing. If delivery is made at an alternate site at Buyer's
request, Buyer shall promptly reimburse Boeing for any increased
costs incurred by Boeing as a result thereof.
2.3 Title and Risk of Loss. Title to and risk of
loss of each Aircraft shall pass from Boeing to Buyer upon
delivery of such Aircraft but not prior thereto.
2.4 Documents of Title. Upon delivery of and
payment for each Aircraft, Boeing shall deliver to Buyer a xxxx of
sale duly conveying to Buyer good title to such Aircraft free and
clear of all liens, claims, charges and encumbrances of every kind
whatsoever, and such other appropriate documents of title as Buyer
may reasonably request.
P.A. No. 1663 S3-2
Attachment Xx. 0
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 1
Article 3. Price of Aircraft.
3.1 Basic Price.
3.1.1 Basic Price for the "A" Market Aircraft. The
basic price of each of the "A" Market Aircraft shall be equal to
the sum of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] and (ii) such price adjustments
applicable to such "A" Market Aircraft as may be made pursuant to
the provisions of this Agreement, including Article 7 (Changes to
Detail Specification) and Article 8 (FAA Requirements) or other
written agreements executed by Buyer and Boeing.
3.1.2 Basic Price for the "B" Market Aircraft. The
basic price of each of the "B" Market Aircraft shall be equal to
the sum of (i) the airframe and special features for
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] and (ii) such price adjustments applicable
to such "B" Market Aircraft as may be made pursuant to the
provisions of this Agreement, including Article 7 (Changes to
Detail Specification) and Article 8 (FAA Requirements) or other
written agreements executed by Buyer and Boeing.
3.2 Purchase Price.
The purchase price of each Aircraft shall be equal
to the sum of the following items as determined at the time of
such Aircraft delivery; (i) the Basic Price of the "A" Market or
"B" Market Aircraft, as applicable, (ii) the Airframe and Engine
Price Adjustments to be determined pursuant to Exhibit D (Price
Adjustment Due to Economic Fluctuations - Airframe and Engine)
attached hereto or the applicable provisions determined in Article
3.1 above, and (iii) such price adjustments applicable to such
Aircraft as may be made pursuant to the provisions of this
Agreement, including Exhibit E (Buyer Furnished Equipment
P.A. No. 1663 S3-1
Attachment Xx. 0
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 2
Document) or other written agreements executed by Boeing and Buyer
(the "Purchase Price").
P.A. No. 1663 S3-2
Attachment Xx. 0
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 1
ARTICLE 5. Payment.
5.1 Advance Payment Base Price. The advance payment
base price of each Aircraft, depending on the month and year of
scheduled delivery, is indicated below:
Month and Year of Advance Payment Base
Scheduled Delivery Price per Aircraft
"A" Market Aircraft
[*CONFIDENTIAL MATERIAL OMITTED
May 1995 AND FILED SEPARATELY WITH THE
June 1995 SECURITIES AND EXCHANGE COMMISSION
July 1995 PURSUANT TO A REQUEST FOR
September 1995 CONFIDENTIAL TREATMENT]
October 1995
November 1995
December 1995
February 1996
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
"B" Market Aircraft
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663 S3-1
Attachment Xx. 0
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 2
Such advance payment base prices will be used to determine the
amount of the first advance payment to be made by Buyer on each
Aircraft pursuant to the provisions of Article 5.2. The advance
payment base price of each Aircraft has been established using
currently available forecast of the escalation factors used by
Boeing and applicable to the scheduled month and year of Aircraft
delivery. The advance payment base prices will be further
increased or decreased by Boeing not later than twenty-five (25)
months prior to the scheduled month of delivery, as required to
reflect the effects of the then-current forecasted escalation
factors used by Boeing in accordance with Exhibit D. The advance
payment base price of each Aircraft, including any adjustments
made thereto, as contemplated herein, is referred to as the
"Advance Payment Base Price."
5.2 Advance Payments. Buyer shall pay to Boeing advance
payments for each Aircraft on the dates indicated in the schedule
below. The advance payment amount for an Aircraft due on a payment
date shall be equal to (i) the sum of the advance payment
percentages given in such schedule through the payment date
multiplied by the Advance Payment Base Price for the Aircraft
provided to Buyer pursuant to Article 5.1 for such payment date,
less (ii) the sum of the advance payment amounts paid by Buyer to
Boeing on such Aircraft up to such payment date.
P.A. No. 1663 S3-2
Attachment Xx. 0
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 3
Due Date of Payment Amount Due per Aircraft
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
5.3 Payment for Aircraft. Concurrently with delivery of
each Aircraft, Buyer shall pay to Boeing the Purchase Price
thereof, less the total amount of advance payments theretofore
received by Boeing for such Aircraft under Article 5.2.
5.4 Repayment of Advance Payments. If this Agreement is
terminated with respect to any Aircraft (i) by Buyer under
Article 6.2, (ii) by Buyer under Article 11, or (iii) by failure
of Buyer to provide Boeing with written notice pursuant to
Article 6.4, then Boeing shall promptly repay to Buyer, without
interest, any advance payments received by Boeing from Buyer here
under with respect to any Aircraft so terminated. If this
Agreement is terminated by Boeing under Article 6.2, then Boeing
shall promptly
P.A. No. 1663 S3-3
Attachment Xx. 0
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 4
repay to Buyer with interest any advance payments received by
Boeing from Buyer hereunder with respect to any Aircraft so
terminated.
5.5 Payment in United States Funds. All prices and
payments set forth in this Agreement are in United States
Dollars. All payments required under this Agreement shall be
made in United States Dollars and in immediately available funds
by (i) transfer to the party to receive payment of a cashier's
check drawn on a member bank, located at Seattle, Washington, of
the United States Federal Reserve System mutually acceptable to
the parties, or (ii) unconditional deposit to the account of the
party to receive payment in a bank in the United States mutually
acceptable to the parties. Buyer shall comply with all
applicable monetary and exchange control regulations, and shall
obtain any necessary authority from the governmental agency
administering such regulations in order to enable Buyer to make
payments at the time and place and in the manner and medium
specified herein.
P.A. No. 1663 S3-4
Attachment Xx. 0
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 1
EXHIBIT A-1
TO
PURCHASE AGREEMENT NO. 1663
DATED DECEMBER 18, 1990
BETWEEN
THE BOEING COMPANY
AND
UNITED AIR LINES, INC.
"A" MARKET AIRCRAFT CONFIGURATION
The Detail Specification, referred to in Article 1 of the
Purchase Agreement for the "A" Market Aircraft is Boeing Detail
Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Such Detail
Specification shall be comprised of Boeing Configuration
Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] as amended to
incorporate the applicable Specification language to reflect the
effect of the changes set forth in the Change Requests listed
below, including the effects of such changes on Manufacturer's
Empty Weight (MEW) and Operating Empty Weight (OEW). Such Change
Requests are set forth in Boeing Document [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. As
soon as practicable Boeing shall furnish to Buyer copies of the
Detail Specification, which copies shall reflect the effect of
such changes. It is understood and agreed that the basic price
of the Aircraft, as set forth in Article 3 of this Agreement,
reflects and includes all applicable price effects of such
changes.
P.A. No. 1663 S3-1
Attachment Xx. 0
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 1
EXHIBIT A-2
TO
PURCHASE AGREEMENT NO. 1663
DATED DECEMBER 18, 1990
BETWEEN
THE BOEING COMPANY
AND
UNITED AIR LINES, INC.
"B" MARKET AIRCRAFT CONFIGURATION
The Detail Specification, referred to in Article 1 of the
Purchase Agreement for the "B" Market Aircraft is Boeing Detail
Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT], for Aircraft WA013, as
further revised to include Xxxxx & Whitney model PW4090 engines
and the following changes:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663 7-1
Attachment No. 7
6-1162-RCN-859
United Air Lines, Inc.
X.X. Xxx 00000
Xxxxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No.
6-1162-RCN-859 to
Purchase Agreement No. 1663 -
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
Gentlemen:
Reference is made to Purchase Agreement No. 1663 dated as of even
date herewith (the Purchase Agreement) between The Boeing Company
(Boeing) and United Air Lines, Inc. (United), relating to the
sale by Boeing and the purchase by United of thirty-four (34)
Model 777-222 aircraft (hereinafter referred to as the Aircraft).
Further reference is made to Letter Agreement 1663-5 dated as of
even date herewith to the Purchase Agreement relating to the
granting of options to purchase thirty-four (34) Model 777-222
option aircraft (the Option Aircraft).
This letter, when accepted by Buyer, will become part of the
Purchase Agreement and will evidence our further agreement with
respect to the matters set forth below.
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 2
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 3
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 4
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 5
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 6
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 7
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 8
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 9
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 10
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 11
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 12
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 13
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
62-RCN-859 Page 14
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 15
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
23. Non-Disclosure.
The parties understand that certain commercial and financial
information contained in this letter agreement is considered as
privileged and confidential. The parties agree that they will
treat such information as privileged and confidential and will
not, without prior written consent of the other party, disclose
such information to any other person except as may be required by
(i) applicable law or governmental regulations, or (ii) for
financing the Aircraft in accordance with the provisions of
Article 11.2 of the Purchase Agreement. In connection with any
such disclosure or filing of such information pursuant to any
applicable law or governmental regulations; Buyer shall request
and use its best reasonable efforts to obtain confidential
treatment of such information. Boeing agrees to cooperate with
Buyer in making and supporting its request for confidential
treatment. In fulfilling its obligations under this paragraph
11, the parties shall only be required to use the same degree of
care to prevent unauthorized disclosure and use of the
information contained in this Letter Agreement as they would use
to prevent the disclosure and use of its own commercial and
financial information of the same or similar nature and which it
considers proprietary or confidential.
P.A. No. 1663
Attachment No. 7
United Air Lines, Inc.
6-1162-RCN-859 Page 16
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/ X.X. Xxxxxx
Its: Attorney-in-Fact
ACCEPTED AND AGREED TO this
Date: October 27, 1995
UNITED AIR LINES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Its: Senior Vice President and
Chief Financial Officer
P.A. No. 1663
Attachment 8
Exhibit D to
Purchase Agreement No. 1663
Page 1
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
1990 AHE BASE PRICE
(a) The adjustment in airframe price of each Aircraft ("Airframe
Price Adjustment" herein) shall be determined at the time of
Aircraft delivery in accordance with the following formula:
Pa = (P + F) (AA + BB) - P
(b) The following definitions shall apply herein:
Pa = Airframe Price Adjustment.
AA = .65 x H
-------
$16.053
BB = .35 x W
-----
113.4
In determining the value of AA, the ratio of H divided by
$16.053 shall be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by 0.65 with the resulting
value also expressed as a decimal and rounded to the nearest ten-
thousandth.
In determining the value of BB, the ratio of w divided by
113.4 shall be expressed as a decimal rounded to the nearest ten-
thousandth and then multiplied by 0.35 with the resulting value
also expressed as a decimal and rounded to the nearest ten-
thousandth.
P = Aircraft basic price (as set forth in Article 3.1 of
the Agreement) less the base price of Engines (as
defined in the Exhibit D) in the amount of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
P.A. No. 1663 D-1
Attachment 8
Exhibit D to
Purchase Agreement No. 1663
Page 2
TREATMENT] for the "A" Market Aircraft and
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] for the "B" Market Aircraft.
F = 0.005 (N)(P). Where N = the calendar year of
scheduled Aircraft delivery, minus 1990.
AHE = "Average Gross Hourly Earnings of Production Workers
in Aircraft Companies" (Standard Industrial
Classification Code 3721 - Aircraft) as released by
the Bureau of Labor Statistics, U.S. Department of
Labor. For the months of October 1983 and on such
Code values shall contain a pro rata effect of the
lump-sum payment to hourly workers provided for in
aerospace wage contracts.
$16.053 = 3 month average of AHE for Dec. 89, Jan & Feb 90
= 15.98 + 16.04 + 16.14
---------------------
3
H = The three-month arithmetic average of the AHE values
(expressed as a decimal and rounded to the nearest
thousandth) for the months set forth in the table
below for the applicable Aircraft.
ICI = Industrial Commodities Index as set forth in
the "Producer Prices and Price Indexes" (Base Year
1982 = 100) as released by the Bureau of Labor
Statistics, U.S. Department of Labor.
113.4 = 3 month average of ICI for Dec 89, Jan & Feb 90
= 112.3 + 114.2 + 113.6
---------------------
3
w = The three-month arithmetic average of the ICI values
(expressed as a decimal and rounded to the nearest
tenth) for the months set forth in the table below
for the applicable Aircraft.
P.A. No. 1663 D-2
Attachment 8
Exhibit D to
Purchase Agreement No. 1663
Page 3
Month of Scheduled
Aircraft Delivery as Quantity Months to be Utilized
Set Forth in Article of in Determining the
2.1 of the Agreement Aircraft Value of H and W
May 1995 Three (3)
June 1995 Two (2)
July 1995 One (1) [*CONFIDENTIAL
September 1995 One (1) OMITTED AND FILED
October 1995 One (1) SEPARATELY WITH THE
November 1995 One (1) SECURITIES AND EXCHANGE
December 1995 Two (2) COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL
February 1996 One (1) TREATMENT]
One (1)
[*CONFIDENTIAL One (1)
MATERIAL OMITTED AND One (1)
FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL
TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
(c) In addition, it is understood that at the time of delivery
of each of the Aircraft to Buyer, Boeing may be unable to
determine the precise Airframe Price Adjustment for such Aircraft
because the applicable AHE and ICI values may not be released by
the Bureau of Labor Statistics, or if released, may be adjusted
at a later date by such Bureau. Accordingly, the parties agree
as follows:
(i) The Airframe Price Adjustment, to be used at the time
of delivery of each of the Aircraft will be determined by
utilizing the escalation provisions set forth above. The most
current AHE and ICI values released by the Bureau of Labor
Statistics for the applicable months (including those noted as
preliminary by the Bureau of Labor Statistics) and available to
P.A. No. 1663 D-3
Attachment 8
Exhibit D to
Purchase agreement No. 1663
Page 4
Boeing at the time the escalation calculation is made shall be
used to calculate the adjustment. If no values have been
released for an applicable month, the provisions set forth in
Paragraph (c)(iii) below shall apply. If prior to delivery of an
Aircraft the U.S. Department of Labor changes the base year for
determination of the ICI values as defined above, such rebased
values will be incorporated into the numerator and the
denominator of part BB of the Airframe Price Adjustment
calculation. The payment by Buyer to Boeing of the amount of the
Purchase Price for such Aircraft, as determined at the time of
Aircraft delivery, shall be deemed to be the payment for
such Aircraft required at the delivery thereof, and title to such
Aircraft will be conveyed to Buyer upon such delivery.
(ii) Subsequent to delivery of each of the Aircraft,
Boeing may from time to time make revisions to the value of the
Airframe Price Adjustment for such Aircraft to reflect any
changes in AHE or ICI values previously used to determine such
Airframe Price Adjustment. If the U.S. Department of Labor
revises any previously released values by removing or replacing
such values, or by describing such revision by footnote, appendix
or by any other method, the revised values shall be used to
revise the value of the Airframe Price Adjustment. Such
adjustments) by Boeing, if any, shall be made within 12 months
after delivery of such Aircraft, except as provided in Paragraph
(c)(iii) below.
(iii) If prior to delivery of an Aircraft the U.S.
Department of Labor substantially revises the methodology used
for the determination of its AHE and/or ICI values (in contrast
to benchmark adjustments or other corrections of previously
released values), or for any reason has not released AHE and/or
ICI values for any months needed to determine the applicable
Aircraft Airframe Price Adjustment, the parties shall, prior to
delivery of any such Aircraft, select a substitute for such AHE
or ICI values from data published by the Bureau of Labor
Statistics or other similar data reported by non-governmental
P.A. No. D-4
Attachment 8
Exhibit D to
Purchase Agreement Xx. 0000
Xxxx 0
Xxxxxx Xxxxxx organizations, such substitute to lead in
application to the same adjustment result, insofar as possible,
as would have been achieved by continuing the use of the original
AHE or ICI values as they may have fluctuated during the
applicable time period. Appropriate revision of the formula
shall be made as required to reflect any substitute values.
However, if within twenty-four (24) months from delivery of the
Aircraft the Bureau of Labor Statistics should resume releasing
AHE or ICI values for the months needed to determine the Airframe
Price Adjustment, such values shall be used to determine any
increase or decrease in the Airframe Price Adjustment for the
Aircraft from that determined at the time of delivery of such
Aircraft.
(iv) In the event escalation provisions are made non-
enforceable or otherwise rendered null and void by any agency of
the United States Government, the parties agree, to the extent
they may lawfully do so, to equitably adjust the Purchase Price
of any affected Aircraft to reflect an allowance for increases or
decreases in labor and material costs occurring since February
1990, which is consistent with the applicable provisions of
paragraphs (a) and (b) of this Exhibit D.
(v) If required, Boeing will submit either a
supplemental invoice or refund the amounts due Buyer as
appropriate to reflect any increase or decrease in the Airframe
Price Adjustment for the Aircraft from that determined at the
time of delivery of such Aircraft. Any payments due Boeing or
Buyer shall be made with reasonable promptness.
(d) For the calculations herein, the AHE and ICI values shall
be the latest values that have been released by the U.S.
Department of Labor, Bureau of Labor Statistics.
Note: Any rounding of a number, as required under this Exhibit D
with respect to escalation of the airframe price, shall be
accomplished as follows: if the first digit of the portion
to be dropped from the number to be rounded is five or
greater, the preceding digit shall be raised to the next
higher number.
P.A. No. 1663 D-5
Attachment 8
Exhibit D to
Purchase Agreement No. 1663
Page 6
ENGINE PRICE ADJUSTMENT - XXXXX & XXXXXXX
"A" MARKET AIRCRAFT
(a) The basic price of each "A" Market Aircraft set forth in
Article 3.1 of the Purchase Agreement includes an aggregate price
for PW4073 engines and all accessories, equipment and parts
therefor provided by the engine manufacturer (collectively in
this Exhibit D called "Engines") of [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
The adjustment in Engine price applicable to each "A" Market
Aircraft ("A" Market "Engine Price Adjustment" herein) shall be
determined at the time of "A" Market Aircraft delivery in
accordance with the following formula:
Pa = (P) (AA + BB + CC) - P
(b) The following definitions shall apply herein:
Pa = "A" Market Engine Price Adjustment
P = Aqqregate "A" Market Engine Base Price
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
AA = .60 x L
------
$14.68
BB = .30 x m
-----
121.7
CC = .10 x E
----
73.7
P.A. No. 1663 D-6
Attachment 8
Exhibit D to
Purchase Agreement No. 1663
Page 7
In determining the value of AA, BB and CC, the ratio of L divided
by $14.68, M divided by 121.7 and E divided by 73.7 shall be
expressed as a decimal and rounded to the nearest ten-thousandth
but the decimal value resulting from multiplying such ratios by
the respective constants (.60, .30 and .10) shall not be rounded.
The value of the sum of AA + BB + CC shall also be rounded to the
nearest ten-thousandth.
L = Labor Index, which is the "Hourly Earnings of
Aircraft Engines and Engine Parts Production
Workers, SIC 3724" published by the Bureau of
Labor Statistics, U.S. Department of Labor, for
the seventh month preceding the month of scheduled
aircraft delivery.
$14.68 = Published Labor Index (SIC 3724) for December,
1989.
M = Material Index, which is the "Producer Price Index
- Code 10, Metals and Metal Products," (Base Year
1982 = 100) published by the Bureau of Labor
Statistics, U.S. Department of Labor, for the
seventh month preceding the month of scheduled
Aircraft delivery.
121.7 = Published Material Index (Code 10) for December,
1989.
E = Fuel Index, which is the "Producer Price Index
Code 5, Fuels and Related Products and Power"
(Base Year 1982 = 100) published for the Bureau of
Labor Statistics, U.S. Department of Labor, for
the seventh month preceding the month of scheduled
Aircraft delivery.
73.7 = Published Fuel Index (Code 5) for December, 1989.
P.A. No. 1663 D-7
Attachment 8
Exhibit D to
Purchase Agreement No. 1663
Page 8
The "A" Market Engine Price Adjustment shall not be made if it
would result in a decrease in the aggregate "A" Market Aircraft
Engine base price.
(c) The value of the Labor, Material and Fuel Index used in
determining the "A" Market Engine Price Adjustment shall be those
published by the Bureau of Labor Statistics, U.S. Department of
Labor as of a date thirty (30) days prior to the scheduled "A"
Market Aircraft delivery to Buyer. Such Index values shall be
considered final and no revision to the "A" Market Engine Price
Adjustment shall be made after Aircraft delivery for any
subsequent changes in published Index values.
(d) If the Bureau of Labor Statistics, U. S. Department of
Labor, (i) substantially revises the methodology (in contrast to
benchmark adjustments or other corrections of previously
published data), or (ii) discontinues publication of any of the
data referred to above or (iii) temporarily discontinues
publication of any of the data referred to above, Xxxxx & Whitney
Aircraft (P&WA) agrees to meet jointly with Boeing and Buyer and
jointly select a substitute for the revised or discontinued data,
such substitute data to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original data as it may
have fluctuated had it not been revised or discontinued.
Appropriate revision of the "A" Market Engine Price Adjustment
provisions set forth above shall be made to accomplish this
result for affected Engines.
In the event the Engine Price Adjustment escalation provisions of
this Agreement are made non-enforceable or otherwise rendered
null and void by any agency of the United States Government, P&WA
agrees to meet with Boeing and jointly agree, to the extent that
they may lawfully do so, to adjust equitably the purchase price
of the Engine(s) to reflect an allowance for increases in labor,
material and fuel costs that occurred from December, 1989 to the
P.A. Xx. 0000 X-0
Xxxxxxxxxx 0
Xxxxxxx X to
Purchase Agreement No. 1663
Page 9
seventh month preceding the month of scheduled delivery of the
applicable "A" Market Aircraft.
(e) The Engine escalation provisions set forth above shall be
appropriately amended to reflect changes in such provisions
(including any increase in "A" Market Engine base price)
established by the Engine manufacturer as of the date of entering
into a definitive agreement to purchase the "A" Market Aircraft
and applicable to Engines for delivery to Boeing during the same
approximate time period as the "A" Market Aircraft.
NOTES: Any rounding of a number, as required under this Exhibit D
with respect to escalation of the Engine price, shall be
accomplished as follows: if the first digit of the portion
to, be dropped from the number to be rounded is five or
greater, the preceding digit shall be raised to the next
higher number.
P.A. No. 1663 D-9
Attachment No. 8
Exhibit D to
Purchase Agreement No. 1663
Page 10
ENGINE PRICE ADJUSTMENT - XXXXX & XXXXXXX
"B" MARKET AIRCRAFT
(a) The basic price of each "B" Market Aircraft set forth
in Article 3.1 of the Purchase Agreement includes an aggregate
price for PW4090 Engines of [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The adjustment
in Engine price applicable to each "B" Market Aircraft ("B"
Market "Engine Price Adjustment" herein) shall be determined at
the time of "B" Market Aircraft delivery in accordance with the
following formula:
(a) Pa = (P) (AA+BB+CC) - P
(b) The following definitions shall apply herein:
Pa = "B" Market Engine Price Adjustment
P = Aggregate "B" Market Engine Base Price as set
forth in paragraph (a) above.
AA = .60 x L
------
$17.13
BB = .30 x m
-----
120.2
CC = .10 x E
----
74.7
In determining the value of AA, BB and CC, the ratio of L
divided by $17.13, M divided by 120.0 and E divided by 74.7
shall be expressed as a decimal and rounded to the nearest
ten-thousandth but the decimal value resulting from
multiplying such ratios by the respective constants (.60,
.30 and .10) shall not be rounded. The value of the sum of
AA + BB + CC shall also be rounded to the nearest ten-
thousandth.
P.A. No. 1663 D-10
Attachment No. 8
Exhibit D to
Purchase Agreement No. 1663
Page 11
L = Labor Index, which is the "Hourly Earnings of
Aircraft Engines and Engine Parts Production
Workers, SIC 3724" published by the Bureau of
Labor Statistics, U.S. Department of Labor,
for the seventh month preceding the month of
scheduled Aircraft delivery.
$17.13 = Published Labor Index (SIC 3724) for December,
1993.
M = Material Index, which is the "Producer Price
Index - Code 10, Metals and Metal Products,"
(Base Year 1982 = 100) published by the
Bureau of Labor Statistics, U.S. Department
of Labor, for the seventh month preceding the
month of scheduled Aircraft delivery.
120.2 = Published Material Index (Code 10) for
December, 1993.
E = Fuel Index, which is the "Producer Price
Index Code 5, Fuels and Related Products and
Power" (Base Year 1982 = 100) published by
the Bureau of Labor Statistics, U.S.
Department of Labor, for the seventh month
preceding the month of scheduled Aircraft
delivery.
74.7 = Published Fuel Index (Code 5) for December,
1993.
The "B" Market Engine Price Adjustment shall not be made if it
would result in a decrease in the aggregate "B" Market Engine
base price.
(c) The value of the Labor, Material and Fuel Index used in
determining the "B" Market Engine Price Adjustment shall be those
P.A. No. 1663 D-11
Attachment No. 8
Exhibit D to
Purchase Agreement No. 1663
Page 12
published by the Bureau of Labor Statistics, U.S. Department of
Labor as of a date thirty (30) days prior to the scheduled "B"
Market Aircraft delivery to Buyer. Such Index values shall be
considered final and no revision to the "B" Market Engine Price
Adjustment shall be made after Aircraft delivery for any
subsequent changes in published Index values.
(d) If the Bureau of Labor Statistics, U.S. Department of Labor,
(i) substantially revises the methodology (in contrast to
benchmark adjustments or other corrections of previously
published data), or (ii) discontinues publication of any of the
data referred to above or (iii) temporarily discontinues
publication of any of the data referred to above, Xxxxx & Whitney
Aircraft (P&WA) agrees to meet jointly with Boeing and Buyer and
jointly select a substitute for the revised or discontinued data,
such substitute data to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original data as it may
have fluctuated had it not been revised or discontinued.
Appropriate revision of the "B" Market Engine Price Adjustment
provisions set forth above shall be made to accomplish this
result for affected engines.
In the event the "B" Market Price Adjustment escalation
provisions of this Agreement are made non-enforceable or
otherwise rendered null and void by any agency of the United
States Government, P&WA agrees to meet with Boeing and jointly
agree, to the extent that they may lawfully do so, to reflect an
allowance for increases in labor, material and fuel costs that
occurred from December, 1993, to the seventh month preceding the
month of scheduled delivery of the applicable "B" Market
Aircraft.
(e) The Engine escalation provisions set forth above shall be
appropriately amended to reflect changes in such provisions
(including any increase in "B" Market Engine base price)
established by P&WA as of the date of entering into a definitive
P.A. No. 1663 D-12
Attachment no. 8
Exhibit D to
Purchase Agreement No. 1663
Page 13
agreement to purchase the "B" Market Aircraft and applicable to
Engines for delivery to Boeing during the same approximate time
period as the "B" Market Aircraft.
NOTE: Any rounding of a number, as required under this
Attachment C with respect to escalation of the Engine
price, shall be accomplished as follows: if the first
digit of the portion to be dropped from the number to be
rounded is five or greater, the preceding digit shall be
raised to the next higher number.
P.A. No. 1663 D-13
Attachment No. 9
6-1162-RCN-925
United Air Lines, Inc.
P. 0. Xxx 00000
Xxxxxxx XX 00000
Subject: Letter Agreement No. 6-1162-RCN-925 to Purchase
Agreement No. 1670 -
"B" Market Aircraft Performance Guarantees
Gentlemen:
Reference is made to Purchase Agreement No. 1663 dated December
18, 1990, (the Purchase Agreement) between The Boeing Company
(Boeing) and United Air Lines, Inc. (United), relating to the
sale by Boeing and the purchase by United of thirty-four (34)
Model 777-222 aircraft (hereinafter referred to as the Aircraft).
This letter, when accepted by Buyer, will become part of the
Purchase Agreement and will evidence cur further agreement with
respect to the matters set forth below.
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.
Set forth in the Attachment hereto are the performance guarantees
applicable to the "B" Market Aircraft (the Performance
Guarantees). The Performance Guarantees shall be deemed to be
part of the Detail Specification as though fully set forth
therein. All provisions of the Purchase Agreement and ail
Exhibits thereto shall be applicable to the Performance
Guarantees in the same manner and to the same extent as would be
the case if the Performance Guarantees had been set forth in full
in the Detail Specification.
Attachment No. 9
United Air Lines, Inc.
6-1162-RCN-925 Page 2
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/ X.X. Xxxxxx
Its Attorney-in-Fact
ACCEPTED AND AGREED TO this
Date: October 27, 1995
UNITED AIR LINES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Its: Senior Vice President and
Chief Financial Officer
Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 1
MODEL 777-200 PERFORMANCE GUARANTEES
PW4090 ENGINES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 SOUND LEVELS
5 AIRCRAFT CONFIGURATION
6 GUARANTEE CONDITIONS
7 GUARANTEE COMPLIANCE
8 EXCLUSIVE GUARANTEE
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the
"Performance Guarantees") are applicable to the 777-
200 Aircraft with a maximum takeoff weight of 624,700
pounds,a maximum landing weight of 460,000 pounds, a
maximum zero fuel weight of 430,000 pounds and a fuel
capacity of 44,700 U.S. gallons, and equipped with
Boeing furnished PW4090 engines operated at a Boeing
equivalent thrust rating of 90,200 pounds and flat
rated to 86 degrees F at sea level.
2 FLIGHT PERFORMANCE
2.1 Takeoff
2.1.1 The FAA approved takeoff gross weight at the start of
ground roll, at a temperature of 86 degrees F,at a sea level
altitude, from a 10,500 foot runway and using maximum
takeoff thrust, shall not be less than the following
guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL OMITTED
TOLERANCE: AND FILED SEPARATELY WITH THE
GUARANTEE: SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
2.1.2 The FAA approved takeoff climb limited gross weight
without using the improved climb performance procedure
at a temperature of 86 degrees F, and at a sea level altitude
and with the Aircraft configuration used to show
compliance with Paragraph 2.1.1 and using maximum
takeoff thrust, shall not be less than the following
guarantee value:
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 3
NOMINAL: [*CONFIDENTIAL MATERIAL OMITTED
TOLERANCE: AND FILED SEPARATELY WITH THE
GUARANTEE: SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
2.1.3 The FAA approved takeoff gross weight at the start of
ground roll, at a temperature of 86 degrees F, at an altitude
of 5,431 feet, from a 12,000 foot runway and using
maximum takeoff thrust, shall not be less than the
following guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL OMITTED
TOLERANCE: AND FILED SEPARATELY WITH THE
GUARANTEE: SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 4
2.1.4 The FAA approved takeoff climb limited gross weight
without using the improved climb performance procedure
at a temperature of 86 degrees F, and at an altitude of 5,431
feet and with the Aircraft configuration used to show
compliance with Paragraph 2.1.3 and using maximum
takeoff thrust, shall not be less than the following
guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL OMITTED
TOLERANCE: AND FILED SEPARATELY WITH THE
GUARANTEE: SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
2.2 Landing
2.2.1 The FAA approved landing field length at a gross
weight of 460,000 pounds and at a sea level altitude,
shall not be more than the following guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL OMITTED
TOLERANCE: AND FILED SEPARATELY WITH THE
GUARANTEE: SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
2.2.2 The FAA approved landing climb limited gross weight at
a temperature of 86 degrees F, and at a sea level altitude,
with the Aircraft configuration used to show
compliance with Paragraph 2.2.1, and with engine bleed
for air conditioning with two packs operating, shall
not be less than the following guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL OMITTED
TOLERANCE: AND FILED SEPARATELY WITH THE
GUARANTEE: SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 5
2.2.3 The FAA approved landing field length at a gross
weight of 460,000 pounds and at an altitude of 5,431
feet, shall not be more than the following guarantee
value:
NOMINAL: [*CONFIDENTIAL MATERIAL OMITTED
TOLERANCE: AND FILED SEPARATELY WITH THE
GUARANTEE: SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 6
2.2.4 The FAA approved landing climb limited gross weight at a
temperature of 86 degrees F, and at an altitude of 5,431 feet,
with the Aircraft configuration used to show compliance
with Paragraph 2.2.3, and with engine bleed for air
conditioning with two packs operating, shall not be less
than the following guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
2.3 Enroute One-Engine-Inoperative Weight
The FAA approved enroute one-engine-inoperative gross
weight at which the available gross climb gradient equals
1.1 percent at an altitude of 17,800 feet on an ISA+10 degrees C
day using not more than maximum continuous thrust with
engine and wing anti-ice bleed on, shall not be less than
the following guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 7
2.4 Altitude Capability - All Engines Operating
2.4.1 The altitude capability at a gross weight of 600,000
pounds on a standard day and satisfying the conditions
defined below, shall not be less than the following
guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Conditions:
1) The Aircraft shall be capable of maintaining level
cruising flight using not more than maximum cruise
thrust, at 0.84 Mach number.
2) The Aircraft shall be capable of maintaining a rate
of climb of 300 feet per minute using not more than
maximum climb thrust, at 0.84 Mach number.
3) The Aircraft shall be capable of at least a 1.3 g
maneuver load factor at buffet onset, at 0.84 Mach
number.
2.4.2 The altitude capability at a gross weight of 500,000
pounds on an ISA+15 degrees C day and satisfying the conditions
defined below, shall not be less than the following
guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 8
Conditions:
1) The Aircraft shall be capable of maintaining level
cruising flight using not more than maximum cruise
thrust, at 0.84 Mach number.
2) The Aircraft shall be capable of maintaining a rate
of climb of 300 feet per minute using not more than
maximum climb thrust, at 0.84 Mach number.
3) The Aircraft shall be capable of at least a 1.3g
maneuver load factor at buffet onset, at 0.84 Mach
number.
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090
Page 9
2.5 Range
2.5.1 The still air range at a cruise altitude of 10,000 feet
on an ISA+10 degrees C day at 310 knots calibrated Air Speed,
starting at a gross weight of 480,000 pounds and
consuming 20,000 pounds of fuel, using not more than
maximum cruise thrust with engine and wing anti-ice bleed
on, shall not be less than the following guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
2.5.2 The still air range at a cruise altitude of 15,000 feet
on an ISA+10 degrees C day at 310 knots Calibrated Air Speed,
starting at a gross weight of 480,000 pounds and
consuming 20,000 pounds of fuel, using not more than
maximum cruise thrust with engine and wing anti-ice bleed
on, shall not be less than the following guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
2.5.3 The still air range at a cruise altitude of 20,000 feet
on an ISA+10 degrees C day at 310 knots Calibrated Air Speed,
starting at a gross weight of 480,000 pounds and
consuming 20,000 pounds of fuel, using not more than
maximum cruise thrust with engine and wing anti-ice bleed
on, shall not be less than the following guarantee value:
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 10
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
2.5.4 The still air range at a cruise altitude of 31,000 feet
on an ISA+10 degrees C day at 0.84 Mach number, starting at a
gross weight of 610,000 pounds and consuming 20,000
pounds of fuel, and using not more than maximum cruise
thrust, shall not be less than the following guarantee
value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
2.5.5 The still air range at a cruise altitude of 35,000 feet
on an ISA+10 degrees C day at 0.84 Mach number, starting at a
gross weight of 580,000 pounds and consuming 20,000
pounds of fuel, and using not more than maximum cruise
thrust, shall not be less than the following guarantee
value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
2.5.6 The still air range at a cruise altitude of 39,000 feet
on an ISA+10 degrees C day at 0.84 Mach number, starting at a
gross weight of 430,000 pounds and consuming 20,000
pounds of fuel, and using not more than maximum cruise
thrust, shall not be less than the following guarantee
value:
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 11
2.5.7 The still air range at a cruise altitude of 41,000 feet
on an ISA+10 degrees C day at 0.84 Mach number, starting at a
gross weight of 430,000 pounds and consuming 20,000
pounds of fuel, and using not more than maximum cruise
thrust, shall not be less than the following guarantee
value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 12
2.6 Mission
2.6.1 Mission Payload
The payload for a stage length of 5,497 nautical
miles in still air (equivalent to a distance of
5,036 nautical miles with a 41 knot headwind,
representative of a Paris to Los Angeles route)
using the conditions and operating rules defined
below, shall not be less than the following
guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Conditions and operating rules:
Stage The stage length is defined as the sum of the
Length distances for climb, cruise, and descent.
Takeoff: The airport altitude is 387 feet.
The airport temperature is 46 degrees F.
The runway length is 11,860 feet prior
to subtracting the lineup allowance.
The takeoff lineup allowance is 272 feet.
The runway slope is 0.231 percent uphill.
The following obstacle definition is based
on a straight-out departure where obstacle
height and distance are specified with
reference to the liftoff end of the
runway:
Distance Height
1. 1641 Feet 26 Feet
2. 3462 Feet 46 Feet
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 13
Maximum takeoff thrust is used for the
takeoff.
The takeoff gross weight shall conform to
FAA Regulations.
Climbout Following the takeoff to 35 feet, the Aircraft
Maneuver accelerates to 250 KCAS while climbing to 1,500
feet above the departure airport altitude and
retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet
altitude at 250 KCAS.
The Aircraft then accelerates at a rate of
climb of 500 feet per minute to a climb speed
of 315 KCAS.
The climb continues at 315 KCAS until
0.83 Mach number is reached.
The climb continues at 0.83 Mach number to the
initial cruise altitude.
The temperature is standard day during Climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.84 Mach number.
The initial cruise altitude is 31,000 feet.
A step climb or multiple step climbs of 4,000
feet altitude may be used when beneficial to
minimize fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum
cruise thrust except during a step climb when
maximum climb thrust may be used.
Descent: The Aircraft descends from the final cruise
altitude at 0.83 Mach number until 310 KCAS is
reached.
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 14
The descent continues at 310 KCAS to an
altitude of 10,000 feet. At that altitude the
Aircraft decelerates to 250 KCAS.
The descent continues at 250 KCAS to an
altitude of 1,500 feet above the destination
airport altitude.
Throughout the descent, the cabin pressure will
be controlled to a maximum rate of descent
equivalent to 300 feet per minute at sea level.
The temperature is standard day during descent.
Approach The Aircraft decelerates to the final approach
Landing speed while extending landing gear and flaps,
Maneuver then descends and lands
The destination airport altitude is 126 feet.
Fixed For the purpose of this guarantee and for the
Allowances purpose of establishing compliance with the
guarantee, the following shall be used as
fixed quantities and allowances:
Taxi-out:
Fuel: [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Takeoff and Climbout Maneuver:
Fuel [*CONFIDENTIAL MATERIAL OMITTED AND
Distance FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090
Page 15
Approach and Landing Maneuver:
Fuel: [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Taxi-in (shall be consumed from the reserve fuel)
Fuel: [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Usable reserve fuel remaining upon completion of
the approach and landing maneuver:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 16
2.6.2 Mission Payload
The payload for a stage length of 5,858 nautical miles in
still air (equivalent to a distance of 5,187 nautical
miles with a 56 knot headwind, representative of a Los
Angeles to Osaka route) using the conditions and
operating rules defined below, shall not be less than the
following guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Conditions and operating rules:
Stage The stage length is defined as the sum of the
Length: distances for climb, cruise and descent.
Takeoff: The airport altitude is 126 feet.
The takeoff gross weight is 632,500 pounds.
The airport temperature is 62 degrees F.
The runway length is 12,093 feet prior to
subtracting the lineup allowance.
The takeoff lineup allowance is 272 feet.
The runway slope is 0.341 percent uphill.
The following obstacle definition is based on a
straight-out departure where obstacle height
and distance are specified with reference to
the liftoff end of the runway:
Distance Height
1. 709 Feet 8 Feet
2. 899 Feet 14 Feet
G95-001
Attachment A to letter Agreement
No. 6-1162-RCN-925
PW4090
Page 17
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA
Regulations.
Climbout Following the takeoff to 35 feet, the Aircraft
Maneuver accelerates to 250 KCAS while climbing to 1,500
feet above the departure airport altitude and
retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet
altitude at 250 KCAS.
The Aircraft then accelerates at a rate of
climb of 500 feet per minute to a climb speed
of 315 KCAS.
The climb continues at 315 KCAS until 0.83 Mach
number is reached.
The climb continues at 0.83 Mach number to the
initial cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.84 Mach number.
The initial cruise altitude is 31,000 feet.
A step climb or multiple step climbs of 4,000
feet altitude may be used when beneficial to
minimize fuel burn.
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 18
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum
cruise thrust except during a step climb when
maximum climb thrust may be used.
Descent: The Aircraft descends from the final cruise
altitude at 0.83 Mach number until 310 KCAS is
reached.
The descent continues at 310 KCAS to an
altitude of 10,000 feet. At that altitude the
Aircraft decelerates to 250 KCAS.
The descent continues at 250 KCAS to an
altitude of 1,500 feet above the destination
airport altitude.
Throughout the descent, the cabin pressure will
be controlled to a maximum rate of descent
equivalent to 300 feet per minute at sea level.
The temperature is standard day during descent.
Approach The Aircraft decelerates to the final approach
and Landing speed while extending landing gear and flaps,
Maneuver: then descends and lands
The destination airport altitude is 26 feet.
Fixed For the purpose of this guarantee and for the
Allowances: purpose of establishing compliance with this
guarantee, the following shall be used as
fixed quantities and allowances:
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090
Page 19
Taxi-out:
Fuel: [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Takeoff and Climbout Maneuver:
Fuel [*CONFIDENTIAL MATERIAL OMITTED AND
Distance FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Approach and Landing Maneuver:
Fuel: [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Taxi-in (shall be consumed from the reserve fuel):
Fuel: [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Usable reserve fuel remaining upon completion of
the approach and landing maneuver: [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 20
2.6.3 Operational Empty Weight Basis
The Operational Empty Weight (OEW) derived in the
following is the basis for the mission guarantees of
Paragraph 2.6.1 and 2.6.2.
777-200 Weight Summary - UNITED AIRLINES Pounds
Standard Model Specification MEW
Configuration [*CONFIDENTIAL MATERIAL OMITTED
Specification: AND FILED SEPARATELY WITH THE
Dated: SECURITIES AND EXCHANGE
Passengers: 305 COMMISSION PURSUANT TO A
(24F/54C/227Y) REQUEST FOR CONFIDENTIAL
Engines: Two
PW4084 engines rated
at 84,600 pounds
thrust
Fuel Capacity:
Maximum Taxi
Weight:
Post Configuration Specification Weight Increase
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 21
*Weight Included in MEW:
Quantity Pounds Pounds
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4M Engines
Page 22
2.6.4 Standard and Operational Items Allowance
Quantity Pounds Pounds Pounds
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 23
2.6.5 United Airlines Interior Lopa 772-021
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 24
2.6.6 Additional Change Requests
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 25
3 MANUFACTURER'S EMPTY WEIGHT
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 26
4 SOUND LEVELS
4.1.1 Community Sound Levels
The Aircraft shall be certified in accordance with
Stage 3 requirements of FAR Part 36 (essentially
equivalent to ICAO Annex 16, Volume 1, Chapter 3).
The following external noise levels apply to operation
in still air at a sea level airport with a temperature
of 77 degrees F and a relative humidity of 70%.
4.1.2 Takeoff Condition
Sound level at a point on the ground, 6,500 meters
from brake release and directly under the flight path,
following a takeoff with flap position 5 and with a
brake release gross weight of 632,500 pounds using a
thrust cutback procedure and a climbout speed of V2 +
10 knots, shall not be greater than the following
guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
4.1.3 Approach Condition
Sound level at a point 394 feet below an approach
path, in which the aircraft is descending at an angle
of 3 degrees at a constant airspeed corresponding to
Vref + 10 knots at a gross weight of 460,000 pounds
with maximum landing flap setting and landing gear
extended, shall not be greater than the following
guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL
TOLERANCE: OMITTED AND FILED SEPARATELY
GUARANTEE: WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 27
5 AIRCRAFT CONFIGURATION
5.1 The guarantees contained in this Attachment are based on
the Aircraft configuration as defined in Paragraph
2.6.3. Appropriate adjustment shall be made for changes
approved by the Buyer and Boeing or otherwise allowed by
the Purchase Agreement which cause changes to the flight
performance, sound levels, and/or weight and balance of
the Aircraft. Such adjustment shall be accounted for by
Boeing in its evidence of compliance with the
guarantees.
5.2 The guarantee payload of Paragraph 2.6.1 and 2.6.2
will be adjusted by Boeing for the effect of the
following on OEW, and the Manufacturer's Empty Weight
guarantee of Section 3 will be adjusted by Boeing for
the following in its evidence of compliance with the
guarantees:
(1) Changes to the Aircraft configuration defined in
Paragraph 2.6.3 including Change Requests, Master-
Changes, Change Orders or any other changes mutually
agreed upon between the Buyer and Boeing or otherwise
allowed by the Purchase Agreement.
(2) The difference between the passenger seat and
engine weight allowances given in Appendix IV of the
Detail Specification and the actual weights.
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 28
6 GUARANTEE CONDITIONS
6.1 All guaranteed performance data are based on the
ICAO International Standard Atmosphere (ISA) and
specified variations therefrom; altitudes are pressure
altitudes.
6.2 The FAA Regulations (FAR) referred to in this
Attachment are, unless otherwise specified, those set
forth in FAR Part 25 effective February 1, 1965, plus
Amendments 25-1 through 25-82 excluding Paragraph 25.571
(e) (1) , which remains at Amendment 71 level.
6.3 In the event a change is made to any law,
governmental regulation or requirement, or in the
interpretation of any such law, governmental regulation
or requirement that affects the certification basis for
the Aircraft as described in Paragraphs 4.1 or 6.2, and
as a result thereof, a change is made to the
configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth
in this Attachment shall be appropriately modified to
reflect any such change.
6.4 The takeoff and landing guarantees, and the takeoff
portion of the mission guarantees are based on hard
surface, level and dry runways with no wind or
obstacles, no clearway or stopway, 235 mph tires, and
with anti-skid operative unless otherwise specified.
The takeoff performance is based on no engine bleed for
air conditioning or thermal anti-icing and the Auxiliary
Power Unit (APU) turned off. The improved climb
performance procedure will be used for takeoff as
required unless otherwise specified. The landing climb
limited weight is based on engine bleed for air
conditioning with two packs operating, but no engine
bleed for thermal anti-icing and the Auxiliary Power
Unit (APU) is turned on. The landing performance is
based on the use of automatic spoilers.
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 29
6.5 The enroute one-engine-inoperative altitude guarantee is
based on engine bleed for air conditioning with two
packs operating. No engine bleed for thermal anti-icing
is provided unless otherwise specified. The APU is
turned on.
6.6 The all-engine altitude capability, range, and the
climb, cruise and descent portions of the mission
guarantees include allowances for normal power
extraction and engine bleed for normal operation of the
air conditioning system. Normal electrical power
extraction shall be defined as not less than a 212
kilowatts total electrical load. Normal operation of
the air conditioning system shall be defined as pack
switches in the "Auto" position, the temperature control
switches in the "Auto" position that results in a
nominal cabin temperature of 75 degrees F, and all air
conditioning systems operating normally. This operation
allows a maximum cabin pressure differential of 8.6
pounds per square inch at higher altitudes, with a
nominal Aircraft cabin ventilation rate of 7,880 cubic
feet per minute including passenger cabin recirculation
(nominal recirculation is 50 percent). The APU is
turned off unless otherwise specified.
6.7 The all-engine altitude capability, range, and the
climb, cruise, and descent portions of the mission
guarantees are based on an Aircraft center of gravity
location, as determined by Boeing, not to be aft of 30
percent of the mean aerodynamic chord.
6.8 Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound and a fuel
density of 6.75 pounds per U.S. gallon.
6.9 Boeing equivalent thrust is defined as the installed
takeoff net thrust at 0.25 Mach number, sea level,
standard day (no airbleed, but with horsepower
extraction included) multiplied by 1.255, then rounded
to the nearest 100 pounds.
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 30
7 GUARANTEE COMPLIANCE
7.1 Compliance with the guarantees of Sections 2, 3, and 4
shall be based on the conditions specified in those
sections, the Aircraft configuration of Section 5 and the
guarantee conditions of Section 6.
7.2 Compliance with the takeoff, landing, and enroute one-
engine-inoperative altitude guarantees, the buffet onset
portion of the altitude capability guarantee, the takeoff
portion of the mission guarantees, and the community
sound level guarantees shall be based on the FAA approved
Airplane Flight Manual for the Model 777-200 described in
Section 1 except that the takeoff weight used to show
compliance with Paragraph 2.6.2 may exceed the takeoff
weight limit appearing on the Weight Limitations page in
the FAA approved Airplane Flight manual for the Model 777-
200 in which case such guarantee compliance shall not be
construed as authorizing operation at such a weight.
7.3 Compliance with all-engine altitude capability, range,
and with the climb, cruise and descent portions of the
mission guarantees shall be established by calculations
based on flight test data obtained from an aircraft in a
configuration similar to that defined by the Detail
Specification.
7.4 The OEW used for compliance with the mission guarantees
shall be the actual MEW plus the Standard and Operational
Items Allowance in Paragraph 03-60-00 of the Detail
Specification.
7.5 Compliance with the Manufacturer's Empty Weight guarantee
shall be based on information in the "Weight and Balance
Control and Loading Manual - Aircraft Report."
7.6 The data derived from tests shall be adjusted as required
by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering
practices to show compliance with these guarantees.
7.7 Compliance shall be based on the performance of the
airframe and engines in combination, and shall not be
contingent on the engine's meeting its manufacturer's
performance specifications.
G95-001
Attachment A to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 31
8 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft
are those set forth in this Attachment.
G95-001
Attachment No. 10
6-1162-6-1162-RCN-851
United Air Lines, Inc.
X.X. Xxx 00000
Xxxxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No. - 6-3162-RCN-851 to
Purchase Agreement No. 1663
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Gentlemen:
Reference is made to Purchase Agreement No. 1663 dated as of even
date herewith (the Purchase Agreement) between The Boeing Company
(Boeing), United Air Lines, Inc. (United) and United Worldwide
Corporation (Worldwide), relating to the sale by Boeing and the
purchase by United and Worldwide (collectively the Buyer) of
thirty-four (34) Model 777-222 aircraft (hereinafter referred to
as the Aircraft).
This letter when accepted by Buyer, will become part of the
Purchase Agreement and will evidence our further agreement with
respect to the matters set forth below.
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.
[* CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 10
United Air Lines Inc.
6-1162-RCN-851 Page 2
[* CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 10
United Air Lines Inc.
6-1162-RCN-851 Page 3
[* CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
Attachment No. 10
United Air Lines Inc.
6-1162-RCN-851 Page 4
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/ X.X. Xxxxxx
Its Attorney-in-Fact
ACCEPTED AND AGREED TO this
Date: October 27, 1995
UNITED AIR LINES, INC.
By /S/ Xxxxxxx X. Xxxxxx
Its Senior Vice President and
Chief Financial Officer
P.A. No. 1663
Attachment No. 11
6-1162-RCN-866
United Air Lines, Inc.
P.0. Xxx 00000
Xxxxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No. 6-1162-RCN-866 to
Purchase Agreement No. 1663
[* CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
Gentlemen:
Reference is made to Purchase Agreement No. 1663 dated as of even
date herewith (the Purchase Agreement) between The Boeing Company
(Boeing) and United Air Lines, Inc. (United) relating to the sale
by Boeing and the purchase by United of thirty-four (34) Model 777-
222 aircraft (hereinafter referred to as the Aircraft).
This letter, when accepted by Buyer, will become part of the
Purchase Agreement and will evidence our further agreement with
respect to, the matters set forth below.
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.
1. In consideration of Buyer's purchase of the Aircraft, should
Buyer purchase 777 "A" Market full flight simulators or fixed base
simulators for ownership or use by Buyer and for delivery after the
date of execution of the Purchase Agreement Boeing shall grant
Buyer a license for 777-200 "A" Market simulator packages for such
simulators) for the prices set forth below. The prices are quoted
in 1990 dollars and subject to escalation. Except as set forth in
this letter agreement, all terms and conditions relating to the
licensing of such simulator data will be substantially the same as
Boeing Agreement No. 6-1171-SD-105, dated December 15, 1988, for
Buyer's licensing of Model 757-222 simulator data.
P.A. No. 1663
Attachment No. 11
United Air Lines, Inc.
6-1162-RCN-866 Page 2
Initial Set [*CONFIDENTIAL MATERIAL OMITTED AND FILED
Subsequent Sets SEPARATELY WITH THE SECURITIES AND
Concurrent Sets EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT
2. The price to upgrade the "A" Market simulators discussed in
paragraph 1 above to include "B" Market Aircraft capability is
given below. The prices quoted are in 1995 dollars and are
subject to escalation.
Initial Set [*CONFIDENTIAL MATERIAL OMITTED AND FILED
Subsequent Sets SEPARATELY WITH THE SECURITIES AND
Concurrent Sets EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT
The Initial Set price applies to the first license of a 777-200
data package from either paragraph 1 or 2 above, as applicable.
The Concurrent Set price applies to an additional license of the
simulator data package from either paragraph 1 or paragraph 2, as
applicable, and such license must be obtained within 5 years from
the respective Initial Set data license. Beyond 5 years, the
Subsequent Set price will apply.
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/ X.X. Xxxxxx
Its Attorney-in-Fact
ACCEPTED AND AGREED TO this
Date: , 1995
UNITED AIR LINES, INC.
By /S/ XXXXXXX X. XXXXXX
Its Senior Vice President and
Chief Financial Officer
P.A. No. 1663
Attachment No. 12 to
Supplemental Agreement No. 3
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 1
ARTICLE 8. Federal Aviation Administration Requirements.
8.1 Certificates. Boeing shall:
(a) obtain from the FAA a Type Certificate
(transport category) issued pursuant to Part 21 of the Federal
Aviation Regulations for the type of aircraft purchased under this
Agreement, and
(b) obtain for each Aircraft at the time of
delivery a Standard Airworthiness Certificate issued pursuant to
Part 21 of the Federal Aviation Regulations which will permit
operation of such Aircraft under Part 91 of such FARS. Buyer
shall cooperate with Boeing in complying with the foregoing
requirements.
Boeing shall not be obligated to obtain any other certificates or
approvals for the Aircraft except as expressly provided in
paragraph 2-54-00 of the Detail Specification and Article 8.5 of
the Purchase Agreement.
8. 2 Provisions. Boeing shall deliver each Aircraft
with provisions suitable for that equipment required to be
incorporated on such Aircraft as set forth in the Detail
Specification, to meet those additional requirements of the
Federal Aviation Regulations which (i) are generally applicable
with respect to transport category aircraft to be used in United
States certificated air carriage and (ii) are required to be
complied with on or before the date of delivery of such Aircraft.
Buyer shall cooperate with Boeing in complying with the foregoing
requirements.
8.3 Changes. If any addition or change to, or
modification or testing of, any Aircraft (in this Article 8
individually and collectively called "Change") is required,
P.A. No. 1993
8-1
Attachment No. 12 to
Supplemental Agreement No. 3
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 2
pursuant to any law or governmental regulation or requirement or
interpretation thereof by any governmental agency (in this Article
any such law or governmental regulation or requirement or
interpretation thereof is called a "Governmental Regulation") ,
whether promulgated prior to or subsequent to the date of this
Agreement, in order to meet the requirements of Article 8.1 or
8.2, such Change shall be made to such Aircraft prior to delivery.
[* CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
8.3.3 If such Change is necessary to meet the
requirements of Article 8.2, Buyer shall pay Boeing's reasonable
charge for such Change.
8.4 Delay and Change Order. If delivery of any
Aircraft is delayed by the incorporation in such Aircraft of any
Change required to be made under Article 8.3, such delay shall be
an Excusable Delay within the meaning of Article 6. Boeing shall
issue and Buyer shall accept a Change Order reflecting any Change
required to be made under Article 8.3, which Change Order shall
set forth in detail the particular Changes to be made therein and
the effect, if any, of such changes on design, performance,
weight, balance, time of delivery and basic price of the affected
Aircraft.
P.A. No. 1663
8-2
Attachment No. 12 to
Supplemental Agreement No. 3
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 3
Notwithstanding the provisions of Article 7.1 of this Agreement,
any Change Orders issued pursuant to this Article 8.4 need not be
signed by Buyer and shall be deemed to be accepted by Buyer and
effective upon the date of Boeing's transmittal of such Change
Order.
8.5 Discontinuance. If the use of either of the
Certificates identified in Article 8.1 is discontinued during the
performance of this Agreement, thereafter reference to such
discontinued Certificate shall be deemed a reference to any other
certificate or instrument issued by the FAA which corresponds to
such Certificate, or if there should not be any such other
certificate or instrument, then Boeing shall be deemed to have
obtained such discontinued Certificate or Certificates upon
demonstrating that each Aircraft complies with the performance
guarantees set forth in this Agreement.
P.A. No. 1663
8-4
Attachment No. 13 to
Supplemental Agreement Xx. 0
Xxxxxxxx Xxxxxxxxx Xx. 0000
Page 1
ARTICLE 9. Demonstration Flights and Test Data.
9.1 Demonstration Flights. Each Aircraft shall be test
flown by Boeing for such periods as may be required to demonstrate
to Buyer the functioning of the Aircraft and its equipment. The
aggregate duration of such flights shall not be less than one and
one-half (1-1/2) hours. Five (5) persons (or more if consented to
by Boeing) designated by Buyer may participate in such flights as
observers.
9.2 Flight Test Data. Boeing shall furnish to Buyer,
as soon as practicable, flight test data, obtained on an aircraft
of the type purchased hereunder, certified as correct by Boeing,
to evidence compliance with any and all performance guarantees set
forth in this Agreement. Any such performance guarantee shall be
deemed to be met if reasonable engineering interpretations and
calculations based on such flight test data establish that the
Aircraft, if actually flown, would comply with such guarantee.
9.3 Use of Aircraft. Boeing may use any of the
Aircraft to be purchased hereunder for flight and ground tests
prior to delivery if such tests are deemed necessary by Boeing
(a) to obtain the certificates required under
Article 8.1, and
(i) other aircraft of the type purchased
hereunder are not available for such tests, or
(ii) special features incorporated in the
Aircraft (but not incorporated in other aircraft of the type
purchased hereunder) necessitate such tests, or
(iii) the Engines (as defined in Exhibit D
to this Agreement) to be installed on the Aircraft are of
different manufacture or type from those installed on other
aircraft of the type purchased hereunder; or
P.A. No. 1663
9-1
Attachment No. 13 to
Supplemental Agreement Xx. 0
Xxxxxxxx Xxxxxxxxx Xx. 0000
Page 2
(b) to evaluate actual or contemplated changes for
the improvement of aircraft of the type purchased hereunder which
may be offered for incorporation, in production or by retrofit, in
any Aircraft, except Boeing's use of the Aircraft as described in
this subparagraph (b) shall not exceed in the aggregate ten (10)
flight hours beyond that required for acceptance of the Aircraft.
9.4 Boeing Indemnity. Boeing shall indemnify and hold
harmless Buyer, UAL Corporation and each of Buyer's observers from
and against all claims and liabilities, including costs and
expenses (including attorneys' fees) incident thereto or incident
to successfully establishing the right to indemnification, for
injury to or death of any person or persons, including employees
of Boeing but not employees, officers or agents of Buyer or UAL
Corporation, or for loss of or damage to any property, arising out
of or in connection with the operation of the Aircraft during all
demonstration and test flights conducted under the provisions of
this Article 9 prior to delivery (and whether or not arising in
tort or occasioned in whole or in part by the negligence of Buyer,
UAL Corporation or any of Buyer's observers, whether active,
passive or imputed).
9.5 Conformance with Detail Specification. If, during
any flight or test as herein required, any of the Aircraft or any
accessory, equipment or part thereon shall fail to conform to or
comply with the Detail Specification or shall fail to function
properly, Boeing shall promptly correct the defects and
deficiencies involved and conduct such additional demonstration,
flights as may be reasonably necessary to demonstrate the proper
correction thereof, all without charge to Buyer, except that Buyer
shall be responsible for the cost of correcting the defects and
deficiencies in BFE when such defect or deficiency is not the
fault of Boeing.
9.6 Inspection and Acceptance. Promptly upon the
completion of its manufacture in accordance with the Detail
P.A. No. 1663
9-2
Attachment No. 13 to
Supplemental Agreement Xx. 0
Xxxxxxxx Xxxxxxxxx Xx. 0000
Page 3
Specification and upon completion of the demonstration flights
provided for in Article 9.1, each Aircraft shall be submitted at
Boeing's plant for final inspection and acceptance by Buyer. Upon
completion of Buyer's final inspection, Buyer shall give notice to
Boeing of either its (i) acceptance, (ii) qualified acceptance, or
(iii) rejection of such Aircraft. If the Aircraft is rejected,
Buyer shall in such notice state the reasons for its rejection,
specifying in what respects such Aircraft fails to comply with the
terms of this Agreement or the Detail Specification set forth
therein. In the event of rejection of such Aircraft by Buyer,
Boeing shall promptly notify Buyer as to Boeing's concurrence or
nonconcurrence (and the extent of such nonconcurrence) with
Buyer's reasons for rejection. If Boeing does not concur with
Buyer's reason for rejection, the usual remedies for breach of
this Agreement shall be preserved to both parties. If Boeing
concurs with Buyer's reasons for rejection, then Boeing will
promptly proceed to correct the conditions which were specified as
the basis for rejection by Buyer and with which Boeing concurred.
Upon correction of such conditions, Boeing shall, if so requested
by Buyer and agreed to by Boeing (which agreement shall not be
unreasonably withheld), perform, at no additional cost to Buyer,
additional demonstration flights of such Aircraft as may be
reasonably required to demonstrate compliance with the Detail
Specification. Upon completion of any such required corrections,
such Aircraft shall once again be submitted at Boeing's plant for
final inspection by Buyer in accordance with the procedures stated
above. If, upon such inspection, such Aircraft is not rejected as
hereinabove provided, Boeing shall proceed with and Buyer will
accept delivery thereof. Buyer shall indicate its acceptance or
qualified acceptance by signing an acceptance certificate in the
form attached hereto as Exhibit F, as the same may be amended by
agreement of the parties, and no other acknowledgment or receipt
of such Aircraft or its condition shall be required by Boeing or
Buyer. In the event that Boeing shall not, within ninety (90)
days after the month of scheduled delivery of such Aircraft, have
P.A. No. 1663
9-3
Attachment No. 13 to
Supplemental Agreement Xx. 0
Xxxxxxxx Xxxxxxxxx Xx. 0000
Page 4
corrected all conditions which were specified as a basis for
rejection of such Aircraft by Buyer and with which Boeing
concurred, all remedies for breach of this Agreement shall be
preserved to both parties. In the event Buyer qualifiedly accepts
delivery but claims that there are deficiencies in or failure of
such Aircraft to comply with the terms of this Agreement or the
Detail Specification, such deficiencies shall be stated on the
acceptance certificate (Exhibit F hereto) to the extent that Buyer
may reasonably do so and may reasonably be expected to be aware of
or able to ascertain the same. Any acceptance of an Aircraft
pursuant to this Article 9.6 shall not impair Boeing's warranties
set forth in Part A of Exhibit B.
P.A. No. 1663
9-4
Attachment No. 14
Supplemental Agreement No. 3
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 1
CUSTOMER SUPPORT DOCUMENT NO. 1663
Dated
Relating to
BOEING MODEL 777-222 "B" MARKET AIRCRAFT
This Customer Support Document is Exhibit C-1 to and forms a
part of Purchase Agreement No. 1663 between The Boeing Company
(Boeing) and United Air Lines, Inc. (Buyer) relating to the
purchase of Boeing Model 777-222 "B" Market Aircraft. This
Customer Support Document consists of the following parts:
PART A Boeing maintenance Training Program
PART B Boeing Customer Support Services
PART C Boeing Flight Training Program
PART D Technical Data and Documents
PART E Buyer's Indemnification of Boeing and Insurance
P.A. No. 1663
C-1-I
Attachment No. 14
Supplemental Agreement No. 3
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 2
PART A
BOEING MAINTENANCE TRAINING PROGRAM
1. General.
This Part describes the maintenance training to be provided
by Boeing (Maintenance Training) at Boeing's training facility at
or near Seattle. The Maintenance Training will be provided at no
additional charge to Buyer, except as otherwise provided herein.
Buyer will be responsible for the living expenses of Buyer's
personnel during Maintenance Training. For Maintenance Training
provided at or near Seattle, Boeing will transport Buyer's
personnel between their local lodging and the training facility.
2. Maintenance Training Program.
If requested by Buyer at least 12 months prior to delivery
of the first "B" Market Aircraft, Boeing agrees to provide 1
Maintenance Training course consisting of classroom training to
acquaint up to 15 of Buyer's personnel with any operational,
structural or systems differences between the first "B" Market
Aircraft scheduled for delivery pursuant to this Agreement and the
last "A" Market Aircraft for which maintenance training and/or
materials were delivered by Boeing to Buyer that are significant
to the maintenance of the Aircraft. Such course will be scheduled
by mutual agreement of Boeing's and Buyer's maintenance training
organizations.
P.A. Xx. 0000 X-0
X-0
Xxxxxxxxxx No. 14
Supplemental Agreement No. 3
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 3
3. Training Materials.
[* CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
4. Training at a Facility Other Than Boeing's.
[* CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. Xx. 0000 X-0
X-0
Xxxxxxxxxx No. 14
Supplemental Agreement No. 3
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 4
[* CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. Xx. 0000 X-0
X-0
Xxxxxxxxxx No. 14
Supplemental Agreement No. 3
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 5
PART B
BOEING CUSTOMER SUPPORT SERVICES
1. General
This Part describes the support services to be provided by
Boeing at no additional charge to Buyer, unless otherwise specified
herein. Except with respect to Field Services, the services
described in this Part will be provided by Boeing during a period
commencing with delivery of the first Aircraft and continuing so
long as one Aircraft is regularly operated by Buyer in commercial
air transport service.
2. Field Service Engineering.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663 C-1
B-5
Attachment Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 6
3. Additional Engineering Support Services.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
4. Special Services.
4.1 Facilities, Ground Equipment and Maintenance Planning
Assistance.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663 C-1
B-6
Attachment Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 7
4.2 Additional Services.
Boeing may, at Buyer's request, provide additional
special services with respect to the Aircraft after delivery, which
may include such items as Master Changes (Kits and/or Data),
training and maintenance and repair of the Aircraft. Providing
such additional services will be subject to (i) mutually acceptable
price, schedule and scope of work and (ii) Boeing's then-current
standard contract therefor including disclaimer and release,
exclusion of consequential and other damages and indemnification
and insurance requirements.
4.3 Post-Delivery Aircraft Services.
If Boeing performs unanticipated work on an
Aircraft after delivery of such Aircraft, but prior to its initial
departure flight, or upon its return to Boeing's facilities prior
to completion of such flight, the following provisions will apply:
4.3.1 Title to and risk of loss of any such Aircraft
will at all times remain with Buyer.
4.3.2 The provisions of the Boeing Warranty set
forth in Exhibit B of this Agreement will apply to such work.
4.3.3 Buyer will reimburse Boeing for such work to
the extent not covered by the Boeing Warranty applicable to the
Aircraft.
4.3.4 The Disclaimer and Release and Exclusion of
Consequential and Other Damages provisions set forth in Article 12
of this Agreement and the indemnification and insurance provisions
set forth in this Exhibit C-1 will apply to such Boeing work.
4.3.5 In performing such work, Boeing may rely upon
the commitment authority of Buyer's personnel requesting such work.
P.A. No. 1663 C-1
B-7
Attachment Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 8
5. Additional Informational Services.
Boeing may, from time to time, provide Buyer with additional
services in the form of information about the Aircraft or other
aircraft of the same type, including information concerning design,
manufacture, operation, maintenance, modification, repair and in-
service experience.
P.A. No. 1663 C-1
B-8
Attachment Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 9
PART C
BOEING FLIGHT TRAINING PROGRAM
1. General.
This Part describes the flight training to be
provided by Boeing (Flight Training) at or near Seattle, or at some
other location to be determined pursuant to this Part. The Flight
Training will be provided at no additional charge to Buyer, except
as otherwise provided herein.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
2. Flight Training Program.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
3. Training Materials.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663 C-1
C-9
Attachment Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 10
4. Training at a Facility Other Than Boeing.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663 C-1
C-10
Attachment No. 14
Supplemental Agreement No. 3
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 11
PART D
TECHNICAL DATA AND DOCUMENTS
1. General.
Boeing will furnish to Buyer the data and documents set
forth herein at no additional charge to Buyer, unless otherwise
specified herein. Such data and documents will, where applicable,
be prepared essentially in accordance with the provisions of
Revision 28 to Air Transport Association of America Specification
No. 100, dated June 1, 1956, entitled "Specification for
Manufacturers' Technical Data," with the specific exception of the
Illustrated Parts Catalog, which will be prepared essentially in
accordance with the provisions of Revision 28 thereto. Such data
and documents are only intended to provide Buyer with pertinent
information on components, equipment and installations designed by
Boeing for aircraft of the same model type as the Aircraft. Such
data and documents will be in English and in the units of measure
used by Boeing, except as otherwise specified herein or as may be
required to reflect Aircraft instrumentation.
2. Treatment of Data and Documents.
2.1 The data and documents provided by Boeing under this
Agreement ("Documents") are licensed to Buyer. They contain
confidential, proprietary and/or trade secret information belonging
to Boeing; and Buyer will treat them in confidence and use and
disclose them only for Buyer's own internal purposes as
specifically authorized herein. If Buyer makes copies of any
Documents, the copies will also belong to Boeing and be treated as
Documents under this Agreement. Buyer will preserve all
restrictive legends and proprietary notices on all Documents and
copies.
2.2 All Documents will only be used: (a) for the purpose
of maintenance, repair, or modification of an Aircraft or spare
part as permitted in the Spare Parts GTA or Customer Services GTA
between Buyer and Boeing, and then only in connection with an
Aircraft or spare part for which the Document in question is
tabulated or identified by Boeing serial number, and (b) for the
purpose of Buyer's own development and manufacture of training
devices for use by Buyer, in connection with the Aircraft.
P.A. No. 1663 C-1
D-11
Attachment Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 12
2.3 Any Document may be provided to Buyer's contractors
for maintenance, repair, or modification of the Aircraft; and
Airplane Flight Manuals, Operations Manuals, Maintenance Manuals,
Wiring Diagram Manuals, Systems Schematics Manuals, and assembly
and installation drawings may be provided to Buyer's contractors
for development and manufacture of training devices for use by
Buyer, but in both cases, only if Buyer's contractor is, at the
time of transfer of Documents, bound by a Boeing Customer Services
GTA, or other appropriate proprietary information protection
agreement with Boeing, applicable to the Documents.
3. Document Formats and Quantities.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
4. Revision Service.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663 C-1
K/UAL D-12
Attachment Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 13
5. Supplier Technical Data.
Boeing will continue to maintain the supplier data program
referred to in the purchase agreement or purchase agreement
supplement under which data and documents for Buyer's "A" Market
Aircraft were originally provided to Buyer. As indicated in such
prior purchase agreement or supplement, the provisions of such
supplier data program are not applicable to items of Buyer
Furnished Equipment.
6. Additional Data and Documents.
If Boeing provides data or documents other than
Documents which are not covered by a Boeing Customer Services GTA
or other proprietary information protection agreement between
Boeing and Buyer, all such data and documents will be considered
things delivered under this Agreement and treated as Documents.
7. Buyer's Shipping Address.
Boeing will ship the Documents furnished hereunder to
Buyer's shipping address for data and documents previously provided
to Boeing. Buyer shall promptly notify Boeing of any change to
such address.
P.A. No. 1663 C-1
K/UAL D-13
Attachment Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 22
PART E
BUYERS INDEMNIFICATION OF B0EING AND INSURANCE
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
K/UAL E-22
Attachment Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 23
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663 C
K/UAL E-23
Attachment No. 14
Supplemental Agreement No. 3
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 24
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663 C
K/UAL E-24
Attachment No. 14
Supplemental Agreement No. 3
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 25
A. FLIGHT OPERATIONS:
1. Airplane Flight Manual [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
Note: An Additional copy THE SECURITIES AND EXCHANGE
is placed aboard COMMISSION PURSUANT TO A
each airplane at REQUEST FOR
delivery as required CONFIDENTIAL TREATMENT]
by FAR's.
2. Operations Manual * *
and 1 Mag Tape
3. Weight and Balance * *
Control and Loading
Manual
4. Dispatch Deviation * *
Procedures Guide
5. Flight Crew * *
Training Manual
6. Performance * *
Engineer's Manual
7. Baggage/Cargo * *
Loading Manual
and 1 Mag Tape
8. Fault Reporting * *
Manual and 1
Mag Tape
9. Jet Transport * *
Performance Methods
(total quantity -
all models)
10. FMC Supplemental * *
Data
P.A. No. 1663 C-1
K/UAL X-00
Xxxxxxxxxx Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 26
11. Operational Performance Software (OPS)
a. Inflight and Report [*CONFIDENTIAL MATERIAL OMITTED
Programs AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
* *
* *
* *
b. Airplane * *
Performance
Monitoring
(APM/HISTRY)
* *
* *
* *
B. MAINTENANCE
1. Maintenance Manual * [*CONFIDENTIAL MATERIAL OMITTED AND
Part I 8 Printed 2 FILED SEPARATELY WITH THE SECURITIES
Sides AND EXCHANGE COMMISSION PURSUANT TO A
Part II 6 Printed * REQUEST FOR CONFIDENTIAL TREATMENT
2 Sides
*
*
*
P.A. No. 1663 C-1
K/UAL X-00
Xxxxxxxxxx Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 27
2. Wiring Diagram [*CONFIDENTIAL MATERIAL OMITTED AND FILED
Manual SEPARATELY WITH THE SECURITIES AND EXCHANGE
and 1 Mag Tape COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
* * *
* * *
* *
*
*
* *
*
3. System Schematics
Manual and 1 Mag
Tape
* *
* *
*
P.A. No. 1663 C-1
K/UAL X-00
Xxxxxxxxxx Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 28
4. Ramp Maintenance Manual [*CONFIDENTIAL MATERIAL OMITTED
and 1 Mag Tape AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
5. Fault Isolation * *
Manual (if separate)
* *
* *
* *
6. Structural Repair * *
Manual and 1 Mag Tape
* *
* *
7. Component * *
Maintenance/
Overhaul Manuals
and 1 Mag Tape * *
*
8. Chapter 20 Standard * *
Overhaul Practices
Manual
(total quantity-all * *
models) and 1 Mag Tape
* *
9. Chapter 20 Standard * *
Wiring
Practices Manual
(total quantity-all * *
models) and 1 Mag Tape
* *
P.A. No. 1663 C-1
K/UAL X-00
Xxxxxxxxxx Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 29
10. Non-Destructive [*CONFIDENTIAL MATERIAL OMITTED AND
Test Manual FILED SEPARATELY WITH THE SECURITIES
and 1 Mag Tape AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
11. Service * *
Bulletins
and 1 Digital
12. Service * *
Bulletins Index
13. Corrosion * *
Prevention Manual
and 1 Mag Tape
* *
*
14. Fuel Measuring
Stick Calibration
Document (In Maintenance
Manual)
15. Power Plant * *
Buildup Manual
and 1 Mag Tape
*
*
16. In-Service * *
Activity Report
17. Significant * *
Service Item
Summary
18. All Operators * *
Letters
19. Service Letters * *
20. Service Letters * *
Index
21. Structural Item * *
Interim Advisory
22. Maintenance * *
Tips
P.A. No. 1663 C-1
K/UAL X-00
Xxxxxxxxxx Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 30
C. MAINTENANCE PLANNING
1. Maintenance [*CONFIDENTIAL MATERIAL OMITTED AND FILED
Planning Data SEPARATELY WITH THE SECURITIES AND EXCHANGE
Documents COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
and 1 Mag Tape TREATMENT]
2. Maintenance * *
Task Cards
3. Maintenance * *
Inspection
Intervals Report
(total quantity-
all models)
D. SPARES
1. Illustrated *
Parts Catalog
(Select one
format only)
and 1 Mag Tape *
*
*
2. Standards Books
a. Index *
* *
b. Parts *
Standards
* *
c. Parts *
Specifications
* *
d. Standards *
for Repair
* *
e. Obsolete *
Standards
* *
P.A. No. 1663 C-1
K/UAL X-00
Xxxxxxxxxx Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 31
f. Commercial [*CONFIDENTIAL MATERIAL OMITTED AND FILED
Markers SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
g. Commercial *
Markers +
h. Passenger Cabin *
Symbology (Commercial
Placards)
* *
i. Process *
Standards
* *
j. Material *
Standards
* *
k. Drafting *
Standards Practices
* *
l. Specification *
Support
Standards
* *
E. FACILITIES AND EQUIPMENT PLANNING
1. Facilities and * *
Equipment Planning
Document
2. Special Tool * *
and Ground Handling
Equipment Drawings
*
*
3. Special Tool * *
and Ground
Handling
Equipment Drawings
Index
P.A. No. 1663 C-1
K/UAL X-00
Xxxxxxxxxx Xx. 00
Xxxxxxxxxxxx Xxxxxxxxx Xx. 0
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 32
4. Supplementary [*CONFIDENTIAL MATERIAL OMITTED AND
Tooling FILED SEPARATELY WITH THE SECURITIES
Documentation AND EXCHANGE COMMISSION PURSUANT TO A
(total quantity- REQUEST FOR CONFIDENTIAL TREATMENT]
all models)
5. System Test
Equipment
Document
6. Illustrated * *
Tool and
Equipment List
Manual * *
and 1 Mag Tape
*
7. Airplane * *
Recovery Document
8. Airplane * *
Characteristics
for Airport Planning
9. Crash, Fire and * *
Rescue Document
10. Engine Handling * *
Document
F. COMPUTER SOFTWARE DOCUMENTATION FOR AIRBORNE COMPONENTS
Computer * *
Software Index
G. SUPPLIER TECHNICAL DATA
Product Support * *
Supplier
Directory (total
quantity -
all models)
P.A. No. 1663 C-1
K/UAL F-32
Attachment No. 15
1663-5A
United Air Lines, Inc.
X.X. Xxx 00000
Xxxxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No. 1663-5A to
Purchase Agreement No. 1663 -
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Gentlemen:
Reference is made to Purchase Agreement No. 1663 dated as of even
date herewith (the Purchase Agreement) between The Boeing Company
(Boeing) and United Air Lines, Inc. (United) relating to the sale
by Boeing and the purchase by United of thirty-four (34) Model 777-
222 aircraft (hereinafter referred to as the Aircraft).
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.
1. [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
2. "B" Market Option Aircraft Description.
2.1 Each "B" Market Option Aircraft (hereinafter "Option
Aircraft") will be powered by PW4090 engines. Such Option Aircraft
will be manufactured in accordance with Boeing Detail
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT], as defined in Exhibit A-2 to the Purchase
Agreement, as amended or revised to incorporate (i) the changes
developed for Boeing's basic Model 777-200 aircraft between the
date of this Letter Agreement and the execution of a definitive
agreement to purchase the Option Aircraft, (ii) changes made
pursuant to Article 7 of the Purchase Agreement and (iii) any
changes required pursuant
P.A. No. 1663
K/UAL
Attachment No. 15
United Air Lines, Inc.
1663-5A Page 2
to any law or governmental regulation or requirement or any
interpretation thereof by any governmental agency, in order to
obtain a Standard Certificate of Airworthiness. Changes to the
Detail Specification incorporated pursuant to the provisions of
clauses (i), (ii), and (iii) above shall include the effects of
such changes upon Option Aircraft basic price, purchase price,
weight, balance, design and performance.
3. Price.
3.1 Base Price.
The basic price of each Option Aircraft is
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]. The basic price above includes the prices
of Engine (as defined below) as set forth in Exhibit D to the
Purchase Agreement. Such Engine prices are used for reference
purposes only. It is understood and agreed that the basic price
set forth above and the price adjustment provisions set forth in
Exhibit D to the Purchase Agreement will be revised by Boeing to
incorporate the price and price adjustment provisions, if
necessary, when the engine manufacturer (P&WA) establishes such
prices and provisions for such Engines.
3.1.1 Basic Price. The basic price of each Option
Aircraft shall be the applicable basic price set forth in 3.1
above,
(A) increased or decreased by Boeing's then
current prices for Buyer's special features incorporated in the
applicable Detail Specification as of the date of execution of a
definitive agreement to purchase such Option Aircraft,
(B) adjusted to reflect the price effects of
the changes referred to in clauses (i), (ii) and (iii) of paragraph
2 herein,
(C) adjusted for any changes mutually agreed
upon subsequent to the date that Buyer and Boeing enter into a
definitive purchase agreement for the Option Aircraft and,
(D) adjusted to reflect the price effect of
changes referred to in paragraphs 2 or 3.
P.A. No. 1663
K/UAL
Attachment No. 15
United Air Lines, Inc.
1663-5A Page 3
3.2 Purchase Price.
The purchase price of each Option Aircraft shall be
the applicable basic price thereof at the time of Option Aircraft
delivery adjusted for economic fluctuations in accordance with the
provisions of Airframe Price Adjustment and the Engine Price
Adjustment for "B" Market Aircraft contained in Exhibit D to the
Purchase Agreement.
4. Payment.
4.1 Advance Payment Base Price.
The option Aircraft advance payment base price
depending on the month and year of scheduled delivery are set forth
below.
Advance Payment Base
Month and year of Price per Option
Scheduled Delivery Aircraft
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663
K/UAL
Attachment No. 15
United Air Lines, Inc.
1663-5A Page 4
Advance Payment Base
Month and year of Price per Option
Scheduled Delivery Aircraft
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Each such advance payment base price shall be adjusted to reflect
the price effects of the changes referred to in paragraph 3.1
herein and for the effects of escalation on the price of any such
change utilizing Boeing's then current advance payment escalation
factor applicable for the month and year of such Option Aircraft
delivery.
The advance payment base price of each Option Aircraft, including
any such adjustments thereto, is hereinafter referred to as the
"advance payment base price".
4.2 The advance payment base prices of each Option
Aircraft determined in accordance with paragraph 4.1 have been
established using currently available forecasts of the escalation
factors used by Boeing and applicable to the scheduled month and
year of Option Aircraft delivery. Such advance payment base prices
will be increased or decreased, as appropriate, at the time of
signing of the definitive purchase agreement, using the then-
current forecasted escalation factors used by Boeing, to determine
the amount of the first advance payment to be made by Buyer on each
Option Aircraft.
The advance payment base prices will be further increased or
decreased by Boeing not later than twenty-five (25) months prior to
the scheduled month of delivery, as required to reflect the effects
of (i) any adjustments in the basic prices of such Option Aircraft,
as determined in accordance with the provisions of the definitive
purchase agreement, and (ii) the then-current forecasted escalation
factors used by Boeing.
P.A. No. 1663
K/UAL
Attachment No. 15
United Air Lines, Inc.
1663-5A Page 5
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
4.4 Advance Payments.
Buyer shall pay to Boeing advance payments for each
Option Aircraft on the dates determined pursuant to the schedule
below in amounts equal to the product of (i) the percentages
indicated in such schedule (each expressed as a decimal), and (ii)
the Advance Payment Base Price adjusted as of the date the advance
payment is due Boeing.
Amount Due per Option Aircraft
(Percentage times
Due Date of Payment Advance Payment Base Price)
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663
K/UAL
Attachment No. 15
United Air Lines, Inc.
1663-5A Page 6
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Each of the foregoing advance payments will be credited against the
purchase price of the appropriate Option Aircraft and the balance
of such purchase price will be due upon Option Aircraft delivery.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663
K/UAL
Attachment No. 15
United Air Lines, Inc.
1663-5A Page 7
5. Option Exercise.
5.1 In the event Buyer elects to purchase an Option
Aircraft under the provisions contained herein Buyer shall exercise
its option by giving written or telegraphic notice to Boeing of
such election and specifying the month and year of delivery of such
Option Aircraft on or before [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the
first day of the scheduled delivery month of such Option Aircraft.
5.2 [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
6. Contract Terms.
From time to time, Buyer may request Boeing by written or
telegraphic notice, to provide for specified Option Aircraft, a
supplemental agreement setting forth the price for such specified
Option Aircraft. Boeing shall provide such supplemental agreement
not later than fifteen (15) days following the request by Buyer.
Such supplemental agreement shall confirm that the applicable terms
and conditions contained herein and (to the extent not inconsistent
herewith) in the remainder of Purchase Agreement No. 1663, as
amended and supplemented by Letter Agreements thereto, shall govern
the rights and obligations of Boeing and buyer in connection with
the purchase of the Option Aircraft subject thereto. If Buyer
desires to exercise its option to purchase one or more Option
Aircraft, Boeing and Buyer shall execute the supplemental agreement
evidencing the option exercise on or before the option exercise
date for the applicable Option Aircraft.
P.A. No. 1663
K/UAL
Attachment No. 15
United air Lines, Inc.
1663-5A Page 8
7. Effect of Failure to Exercise or Cancellation.
In the event of any failure to execute a supplemental
agreement on or before the option exercise date for any Option
Aircraft, all rights and obligations of Boeing and Buyer with
respect to the Option Aircraft so affected shall thereupon
terminate and be without further force and effect, except that
Boeing will promptly refund to Buyer, without interest, all advance
payments, less the Deposits, received by Boeing from Buyer pursuant
to paragraph 4 above for such Option Aircraft.
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
Its
ACCEPTED AND AGREED TO THIS
Date: , 1995
UNITED AIR LINES, INC.
By
Its
P.A. No. 1663
K/UAL
Attachment No. 16 to
Supplemental Agreement Xx. 0
Xxxxxxxx Xxxxxxxxx Xx. 0000
Page 1
Aircraft Loadability for the "B" Market Aircraft
For the purpose of flexible operational loadability, the "B" Market
Aircraft as defined in Exhibit A-2 to the Purchase Agreement shall
not exceed the center of gravity loading limits defined in
subparagraph A below. The following assumptions shall be utilized
in the analysis:
Configuration specification, Rev. T, UAL 303 passenger TRI
Class (ICX-6115A) interior configuration with changes per UAL
Detail Specification, [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUESTS FOR CONFIDENTIAL TREATMENT], plus PW 4090 engines,
and 632,500 MTOW.
Passenger weight including carry-on baggage weight allowance
of 195 lbs. each.
Passenger check baggage weight allowance of 65 lbs. per
passenger.
Cargo capacity as determined by container and bulk pit
usable volume and a cargo density of ten (10) lbs. per cubic
foot.
A. The loading limit restrictions shall be:
(1) Fwd limit = 0.15 (Nx) (195) (p-pf)
(2) Rear Limit = 0.15 (Nx) (195) (p-pf)
where:
Nx = max passenger count in the coach class
section of the airplane
P = centroid of the passenger seats in the
coach class section
pf = centroid of those passenger seats in
the coach class section that are
forward of "p"
pr = centroid of those passenger seats in
the coach class section that are aft
of "p"
The above restrictions shall be further
increased by applicable movement of crew, passengers, landing gear,
flaps and slats.
P.A. No. 1663 SA-3-1
K/UAL
Attachment No. 16 to
Supplemental Agreement Xx. 0
Xxxxxxxx Xxxxxxxxx Xx. 0000
Page 2
B. Inflight loading limits shall be the aerodynamic
center of gravity limits restricted by the loading limit estimate
plus the effect of fuel loading and burnout cases. The fuel
loading and burnout cases shall be as many points in the fuel
management schedule as constitute adverse forward and rear balance
cases. FAR minimum reserve and full fuel shall be particular
points of compliance.
C. Loading assumptions shall include the following
passenger load factor combination.
(1) 30% FC/40% BC/100% EC
(2) 100% FC/100% BC/30% EC
(3) 100% FC/100% BC/100% EC
Cargo loading assumes a full compliment of LD-3
containers (158 cu ft/cont - 18 in the forward hold and 14 in the
aft hold). Cargo distribution extremes shall assume a front hold
to rear hold total weight ratio of 1.5 to 1 or 1 to 1.5. For this
analysis, the forward loading case will have 28,440 lb. in the
forward hold, 18,960 lb. in the aft hold and 6,000 lb. in the bulk
cargo pit. Aft loading cases shall have 14,746 in the forward
hold, 22,120 in the aft hold and 6,000 lb. in the bulk cargo pit.
Combined front and combined rear pit centroids shall be used.
Baggage allowance shall be employed only to validate that
passengers and bags can be carried.
To preclude the aircraft from tipping on its tail,
the Aircraft center of gravity shall be at least six (6) inches
forward of the centerline of the main landing gear axles under both
of the following cases:
(1) Manufacturer's empty weight, plus
(2) Standard items as set forth in UAL Detail
Specification, [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT], plus
(3) FAR minimum reserve fuel, or 26,000 lb.
whichever is higher.
D. Where Aircraft weight and center of gravity are
determined by:
(1) Operating empty weight, plus
(2) Critical passenger load, relocated aft as
per emergency evacuation, plus
P.A. No. 1663 SA-3-2
K/UAL
Attachment No. 16 to
Supplemental Agreement Xx. 0
Xxxxxxxx Xxxxxxxxx Xx. 0000
Page 3
(3) Tail heavy cargo distribution (assumes a
full compliment of LD-3 containers) of 1 lb. in the forward hold
for every 2 lb. in the aft hold. For this analysis: 22,120 lb. in
the aft hold, 6,000 lb. in the bulk cargo pit, and 11,060 in the
forward hold.
(4) FAR minimum reserve fuel or 26,000 lb.
whichever is higher.
P.A. No. 1663 SA-3-3
K/UAL
Attachment No. 17
6-1162-RCN-926
United Air Lines, Inc.
X.X. Xxx 00000
Xxxxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No. 6-1162-RCN-926
Purchase Agreement No. 1663
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Gentlemen:
Reference is made to Purchase Agreement No. 1663 dated as of even
date herewith (the Purchase Agreement) between The Boeing Company
(Boeing), and United Air Lines, Inc. (United) relating to the sale
by Boeing and the purchase by United of thirty-four (34) Model 777-
222 aircraft (hereinafter referred to as the Aircraft).
This letter, when accepted by Buyer will become part of the
Purchase Agreement and will evidence our further agreement with
respect to the matters set forth below.
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663
K/UAL
Attachment No. 17
United Air Lines, Inc.
6-1162-RCN-926 Page 2
1. Definitions
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663
K/UAL
Attachment No. 17
United Air Lines, Inc.
6-1162-RCN-926 Page 3
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663
K/UAL
Attachment No. 17
United Air Lines, Inc.
6-1162-RCN-926 Page 4
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663
K/UAL
Attachment No. 17
United Air Lines, Inc.
6-1162-RCN-926 Page 5
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663
K/UAL
Attachment No. 17
United Air Lines, Inc.
6-162-RCN-926 Page 6
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
5. Privileged and Confidential Treatment.
Buyer understands and agrees that this Letter Agreement
is considered by Boeing to be privileged and confidential. Buyer
agrees that it will treat this Letter Agreement and the information
contained herein as privileged and confidential and will not,
without the prior written consent to Boeing, disclose this Letter
Agreement or any information contained herein to any entity or
person.
6. Assignment.
Neither party may assign this Letter Agreement or any
portion or rights or obligations thereof without the express
written approval of the other party.
P.A. No. 1663
K/UAL
Attachment No. 17
United Air Lines, Inc.
6-1162-RCN-926 Page 7
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/ X. X. Xxxxxx
Its Attorney-in-Fact
ACCEPTED AND AGREED TO THIS
Date: October 27, 1990
UNITED AIR LINES, INC.
By /s/ Xxxxxxx X. Xxxxxx
Its Senior Vice President and
Chief Financial Officer
