Total Loss - as defined in Clause 10.4 Training Conference - as defined in Clause 16.1.3 Type Certificate - as defined in Clause 7.1 Warranted Part - as defined in Clause 12.1.1 Warranty Claim - as defined in Clause 12.1.7(v) Warranty Period – as...
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Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH XXXXXXXXX. AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT Dated as of 1 September 2017 between AIRBUS S.A.S., as Seller and UNITED AIRLINES, INC. as Buyer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 1 TABLE OF CONTENTS 0 DEFINITIONS 1 SALE AND PURCHASE 2 SPECIFICATION 3 PRICE 4 PRICE REVISION 5 PAYMENT TERMS 6 MANUFACTURE PROCEDURE - INSPECTION 7 CERTIFICATION 8 TECHNICAL ACCEPTANCE 9 DELIVERY 10 EXCUSABLE DELAY AND TOTAL LOSS 11 INEXCUSABLE DELAY 12 WARRANTIES AND SERVICE LIFE POLICY 13 PATENT AND COPYRIGHT INDEMNITY 14 TECHNICAL DATA AND SOFTWARE SERVICES 15 SELLER REPRESENTATIVE SERVICES 16 TRAINING SUPPORT AND SERVICES 17 EQUIPMENT SUPPLIER PRODUCT SUPPORT 18 BUYER FURNISHED EQUIPMENT 19 INDEMNITIES AND INSURANCE 20 TERMINATION 21 ASSIGNMENTS AND TRANSFERS 22 MISCELLANEOUS PROVISIONS CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 2 EXHIBITS EXHIBIT A STANDARD SPECIFICATION EXHIBIT A-1 A350-900 STANDARD SPECIFICATION EXHIBIT A-2 A350-1000 STANDARD SPECIFICATION EXHIBIT B SPECIFICATION CHANGE NOTICES EXHIBIT B-1 FORM OF SPECIFICATION CHANGE NOTICE EXHIBIT B-2 LISTS OF SPECIFICATION CHANGE NOTICES EXHIBIT B-3 FORM OF MANUFACTURER SPECIFICATION CHANGE NOTICE EXHIBIT C SELLER PRICE REVISION FORMULA EXHIBIT D FORM OF CERTIFICATE OF ACCEPTANCE EXHIBIT E FORM OF BILL OF SALE EXHIBIT F SELLER SERVICE LIFE POLICY – LIST OF ITEMS COVERED EXHIBIT G TECHNICAL DATA INDEX EXHIBIT H GENERAL TERMS AND CONDITIONS OF ACCESS TO AND USE OF AIRBUS WORLD CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 3 AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT This Amended and Restated A350-900 Purchase Agreement is made as of 1 September, 2017 between AIRBUS S.A.S., a société par actions simplifiée, organized and existing under the laws of the Republic of France, having its registered office located at 0, Xxxx-Xxxxx Xxxxx Xxxxxxxxx, 00000 XXXXXXX, XXXXXX (hereinafter referred to as the “Seller”), and UNITED AIRLINES, INC. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as the “Buyer”). WHEREAS the Buyer and the Seller have entered into an Airbus A350-900XWB Purchase Agreement, ref. XX0000000, dated as of March 5th, 2010, as amended and supplemented from time to time (the “Original A350XWB PA”) relating to, inter alia, the sale by the Seller and the purchase by the Buyer of certain A350-1000 aircraft (the “Original A350XWB Order”); WHEREAS the Buyer and the Seller agree to modify the Buyer’s Original A350XWB Order so that it consists of a firm order for certain A350-900 aircraft (the “New A350-900 Order”) under the terms and conditions provided herein; WHEREAS the Buyer and the Seller wish to amend and restate the Original A350XWB PA to read in its entirety as set forth herein. NOW THEREFORE IT IS AGREED AS FOLLOWS: CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 4
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0 - DEFINITIONS For all purposes of this Agreement (defined below), except as otherwise expressly provided, the following terms will have the following meanings: A350-900 Aircraft – any or all of the Airbus A350-900 model aircraft to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery. A350-1000 Aircraft – any or all of the Airbus A350-1000 model aircraft to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery. A350-900 ULR Aircraft – any or all of the Airbus A350-900 ultra-long range model aircraft to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery. A350-900 Standard Specification – the A350-900 standard specification document ***, a copy of which is annexed hereto as Exhibit A-1. A350-1000 Standard Specification – the A350-1000 standard specification document ***, a copy of which is annexed hereto as Exhibit A-2. ACS – as defined in Clause 2.1. Affiliate - with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity. Agreement - this Amended and Restated A350-900 Purchase Agreement, including all exhibits and appendices attached hereto, as the same may be amended or modified and in effect from time to time. Airbus Contracted Suppliers Equipment or ACS Equipment – as defined in Clause 2.1. Airbus Contracted Suppliers or ACS Suppliers – the suppliers of Airbus Contracted Supplier Equipment selected by the Buyer. Airbus World – as defined Clause 14.4.1. Aircraft - any or all of the A350-900 Aircraft, the A350-1000 Aircraft and the A350-900 ULR Aircraft, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 5 Airframe – any Aircraft, excluding the Propulsion Systems therefor, but including the nacelles and thrust reversers. Aircraft Training Services - all flight support services that are performed on an aircraft including but not limited to any and all training courses, flight training, flight assistance, line training, line assistance and more generally all flights of any kind performed by the Seller, its agents, employees or subcontractors, and maintenance support, maintenance training (including Practical Training) and training support of any kind provided to the Buyer pursuant to this Agreement. AACS – Airbus Americas Customer Services, Inc., a corporation organized and existing under the laws of Delaware, having its registered office located at 0000 Xxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, or any successor thereto. ATA Specification – recommended specifications developed by the Air Transport Association of America reflecting consensus in the commercial aviation industry on accepted means of communicating information, conducting business, performing operations and adhering to accepted practices. Aviation Authority – when used with respect to any jurisdiction, the government entity that, under the laws of such jurisdiction, has control over civil aviation or the registration, airworthiness or operation of civil aircraft in such jurisdiction. Balance of the Final Price of the Aircraft – the amount payable by the Buyer to the Seller on the Delivery Date for an Aircraft after deducting from the Final Price of the Aircraft the amount of all Predelivery Payments received by the Seller from the Buyer in respect of such Aircraft on or before the Delivery Date for such Aircraft, and not applied pursuant to Clause 5.6 to any other amount owed by the Buyer to the Seller. Base Price – for any Aircraft or SCN, its base price, as more completely described in Clause 3.1. Business Day - with respect to any action to be taken hereunder, a day other than a Saturday, Sunday or other day designated as a holiday in the jurisdiction(s) in which such action is required to be taken. Buyer Furnished Equipment (BFE) - as defined in Clause 18.1.1 Certificate of Acceptance - as defined in Clause 8.3. Commitment Fee - the commitment fee amount described in Clause 5.3. Contractual Definition Freeze or CDF – as defined in 2.4.2 Customization Milestones Chart – as defined in 2.4.1 CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 6 Delivery - the transfer of title to the Aircraft from the Seller to the Buyer in accordance with Clause 9. Delivery Date - the date on which Delivery occurs. Delivery Location - the facilities of the Seller at the location of final assembly of the Aircraft, which is currently at Airbus Operations S.A.S. works in Toulouse, France. Development Changes - as defined in Clause 2.2.2. DGAC - the Direction Générale de l’Aviation Civile of France or any successor thereto. EASA - European Aviation Safety Agency or any successor thereto. Excusable Delay - as defined in Clause 10.1. Export Certificate of Airworthiness - an export certificate of airworthiness issued by the Aviation Authority of the Delivery Location. FAA - the U.S. Federal Aviation Administration, or any successor thereto. Family ADD - as the context requires, either the A350XWB Family Aircraft Description Document – ***, or any ***. Final Price of the Aircraft - as defined in Clause 3.3. Goods and Services - any goods, excluding Aircraft or aircraft, and services that may be purchased by the Buyer from the Seller or its designee. Inexcusable Delay - as defined in Clause 11.1. In-Flight Consulting – advisory services, provided at the Buyer’s request that are performed on an Aircraft by a Seller Representative, or other designee of the Seller, at commercial terms to be agreed on a case by case basis. In-Flight Entertainment (IFE) – as defined in Clause 18.1.2.2. LBA - Luftfahrt-Bundesamt of Germany or any successor thereto Manufacture Facilities - the various manufacture facilities of the Seller, its Affiliates or any subcontractor, where the Airframe or its parts are manufactured or assembled Manufacturer Specification Change Notice (MSCN) - as defined in Clause 2.2.2.1 Predelivery Payment - any of the payments determined in accordance with Clause 5.2. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 7 Predelivery Payment Reference Price - as defined in Clause 5.2.2. Propulsion Systems – with respect to an Aircraft of any type, a set of engines as specified in Clause 2.3. Propulsion Systems Manufacturer - means the manufacturer of the Propulsion Systems. Ready for Delivery – with respect to any Aircraft, when (i) the Technical Acceptance Process has been successfully completed for an Aircraft and (ii) the Export Certificate of Airworthiness has been issued for such Aircraft Scheduled Delivery Month - as defined in Clause 9.1.1. Scheduled Delivery Quarter – as defined in Clause 9.1. Scheduled Delivery Period – for any given Aircraft, its Scheduled Delivery Quarter or Scheduled Delivery Month, as applicable. Seller Price Revision Formula - the price revision formula set forth in Exhibit C Seller Representatives - the representatives of the Seller referred to in Clause 15 Service Life Policy - as defined in Clause 12.2. Specification – the Standard Specification for the Aircraft, as amended by all applicable SCNs. Specification Change Notice (SCN) - as defined in Clause 2.2.1. Standard Specification – the A350-900 Standard Specification or the A350-1000 Standard Specification, as applicable. Supplier - any supplier of Supplier Parts. Supplier Part - any component, equipment, accessory or part installed in an Aircraft at the time of Delivery thereof, not including the Propulsion Systems or Buyer Furnished Equipment, for which there exists a Supplier Product Support Agreement. Supplier Product Support Agreement - an agreement between the Seller and a Supplier containing, among other things, enforceable and transferable warranties (and in the case of landing gear suppliers, service life policies for selected structural landing gear elements). Technical Data - as defined in Clause 14.1 Termination Event - as defined in Clause 20.1 CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 8
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Thereafter, the BFE Engineering Definition will not be revised, except through an SCN executed in accordance with Clause 2. 18.1.2.2 The Seller will also provide in due time to the Buyer a schedule of dates and the shipping addresses for delivery of the BFE and, where requested by the Seller, additional spare BFE to permit installation in the Aircraft and Delivery of the Aircraft in accordance with the Aircraft delivery schedule. The Buyer will provide, or cause the BFE Suppliers to provide, the BFE by such dates in a serviceable condition, in order to allow performance of any assembly, test or acceptance process in accordance with the Seller’s industrial schedule. In order to facilitate the follow-up of the timely receipt of BFE, the Buyer will, upon the Seller’s request, provide to the Seller dates and references of all BFE purchase orders placed by the Buyer. Notwithstanding the foregoing, for BFE in-flight entertainment (“IFE”) equipment to be integrated into BFE Premium Class Seats, the Buyer shall provide, or cause the BFE Premium Class Seat Supplier to provide to the BFE IFE equipment Supplier a schedule of dates and shipping addresses for delivery of the IFE equipment. In addition, where requested by the BFE Premium Class Seat Supplier, the IFE Supplier shall provide the former with additional spare IFE equipment to permit installation of the IFE equipment into the BFE Premium Class Seats in accordance with the BFE Premium Class Seat contractual delivery schedule. For BFE Premium Class Seats, each unit shall be delivered fully tested and ready for installation. The Buyer will also provide, when requested by the Seller, at AIRBUS OPERATIONS S.A.S. works in TOULOUSE (FRANCE) and/or at AIRBUS OPERATIONS GmbH works in HAMBURG (GERMANY) adequate field service including support from BFE Suppliers to act in a technical advisory capacity to the Seller in the installation, calibration and possible repair of any BFE. 18.1.3 At a suitable time prior to CDF and without prejudice to the Buyer’s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller will organize when relevant an Initial Technical Coordination Meeting (ITCM) between the Seller, the Buyer and BFE Suppliers at the A350XWB Customer Definition Centre in Hamburg, Germany. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within the defined timeframe. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 77 In addition, throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees: 1. to monitor the BFE Suppliers and ensure that they will enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart; 2. that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer will allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft; 3. for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely: (i) Preliminary Design Review (“PDR”), (ii) Critical Design Review (“CDR”); 4. to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer fail to attend such FAI (due to reasons beyond the Buyer’s control), the Buyer will delegate the FAI to the BFE Supplier and confirmation thereof will be supplied to the Seller in writing; 5. to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer fail to attend such SI (due to reasons beyond the Buyer’s control), the Buyer will delegate the SI to the BFE Supplier and confirmation thereof will be brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer will be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller will be entitled to attend the ITCMs, the PDR, the CDR and the FAI. In doing so, the Seller’s employees will be acting in an advisory capacity only and at no time will they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly. 18.1.4 The BFE will be imported into FRANCE or into GERMANY by the Buyer under a suspensive customs system (“Régime de l’entrepôt douanier ou régime de perfectionnement actif “ or “Zollverschluss”) without application of any French or German tax or customs duty, and will be Delivered Duty Unpaid (DDU) according to the Incoterms, to the following shipping addresses: AIRBUS OPERATIONS S.A.S. 000 Xxxxx xx Xxxxxxx 00000 XXXXXXXX XXXXXX CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 78 or AIRBUS OPERATIONS GmbH Kreetslag 10 21129 HAMBURG GERMANY as specified by the Seller. 18.2 Aviation Authorities’ Requirements The Buyer is responsible for, at its expense, and warrants that the BFE will: 1. be manufactured by a qualified BFE Supplier, and 2. meet the requirements of the applicable Specification of the Aircraft, and 3. comply with the BFE Engineering Definition, and 4. comply with applicable requirements incorporated by reference to the Type Certificate and listed in the Type Certificate Data Sheet, and 5. be approved by the Aviation Authority delivering the Export Airworthiness Certificate and by the Buyer’s Aviation Authority for installation and use on the Aircraft at the time of Delivery of the Aircraft, and 6. not infringe any patent, copyright or other intellectual property right of any third party, and 7. not be subject to any legal obligation or other encumbrance that may prevent, hinder or delay the installation of the BFE in the Aircraft and/or the Delivery of the Aircraft. The Seller will be entitled to refuse any item of BFE that it considers incompatible with the Specification, the BFE Engineering Definition or the certification requirements. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 79 18.3 Buyer’s Obligation and Seller’s Remedies 18.3.1 Any delay or failure by the Buyer or the BFE Suppliers in: 1. complying with the foregoing warranty or in providing the BFE Engineering Definition or field service mentioned in Clause 18.1.2.2, or 2. furnishing the BFE in a serviceable condition at the requested delivery date, or 3. obtaining any required approval for such BFE equipment under the above mentioned Aviation Authorities’ regulations, may delay the performance of any act to be performed by the Seller, including Delivery of the Aircraft. The Seller will not be responsible for such delay which will cause the Final Price of the Aircraft to be adjusted in accordance with the updated delivery schedule and to include in particular the amount of the Seller’s additional costs attributable to such delay or failure by the Buyer or the BFE Suppliers, such as storage, taxes, insurance and costs of out-of sequence installation. 18.3.2 In addition, in the event of any delay or failure mentioned in 18.3.1 above, the Seller may: (i) select, purchase and install equipment similar to the BFE at issue, in which event the Final Price of the Aircraft for the affected Aircraft will also be increased by the purchase price of such equipment plus reasonable costs and expenses incurred by the Seller for handling charges, transportation, insurance, packaging and, if so required and not already provided for in the Final Price of the Aircraft, for adjustment and calibration; or (ii) if the BFE is delayed by more than *** beyond, or is not approved within *** of the dates specified in Clause 18.1.2.2, deliver the Aircraft without the installation of such BFE, notwithstanding applicable terms of Clause 7, if any, and the Seller will thereupon be relieved of all obligations to install such equipment. 18.4 Title and Risk of Loss Title to and risk of loss of any BFE will at all times remain with the Buyer except that risk of loss (limited to cost of replacement of said BFE) will be with the Seller for as long as such BFE is under the care, custody and control of the Seller. 18.5 Disposition of BFE Following Termination CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 80
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18.5.1 If the Seller terminates this Agreement pursuant to the provisions of Clause 20 with respect to an Aircraft in which all or any part of the BFE has been installed prior to the date of such termination, the Seller will be entitled, but not required, to remove all items of BFE that can be removed without damage to the Aircraft and to undertake commercially reasonable efforts to facilitate the sale of such items of BFE to other customers, retaining and applying the proceeds of such sales to reduce the Seller’s damages resulting from the termination. 18.5.2 The Buyer will cooperate with the Seller in facilitating the sale of BFE pursuant to Clause 18.5.1 and will be responsible for all costs incurred by the Seller in removing and facilitating the sale of such BFE. The Buyer ***. 18.5.3 The Seller will notify the Buyer as to those items of BFE not sold by the Seller pursuant to Clause 18.5.1 above and, at the Seller’s request, the Buyer will undertake to remove such items from the Seller’ facility within *** of the date of such notice. The Buyer will have no claim against the Seller for damage, loss or destruction of any item of BFE removed from the Aircraft and not removed from Seller’s facility within such period. 18.5.4 The Buyer will have no claim against the Seller for damage to or destruction of any item of BFE damaged or destroyed in the process of being removed from the Aircraft, provided that the Seller will use reasonable care in such removal. 18.5.5 The Buyer will grant the Seller title to any BFE items that cannot be removed from the Aircraft without causing damage to the Aircraft or rendering any system in the Aircraft unusable. 18.6 *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 81 19 - INDEMNITIES AND INSURANCE The Seller and the Buyer will each be liable for Losses (as defined below) arising from the acts or omissions of their respective directors, officers, agents or employees occurring during or incidental to such party’s exercise of its rights and performance of its obligations under this Agreement, except as provided in Clauses 19.1 and 19.2. 19.1 Seller’s Indemnities The Seller will, except in the case of gross negligence or willful misconduct of the Buyer, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Buyer, its Affiliates and each of their respective directors, officers, agents, employees and insurers harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from: (a) claims for injuries to, or death of, the Seller’s directors, officers, agents or employees, or loss of, or damage to, property of the Seller or its employees when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and (b) claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to the Technical Acceptance Flights. 19.2 Buyer’s Indemnities The Buyer will, except in the case of gross negligence or willful misconduct of the Seller, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Seller, its Affiliates, its subcontractors, and each of their respective directors, officers, agents, employees and insurers, harmless against all Losses arising from: (a) claims for injuries to, or death of, the Buyer’s directors, officers, agents or employees, or loss of, or damage to, property of the Buyer or its employees, when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and (b) claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to (i) the provision of Seller Representatives services under Clause 15, or (ii) ***, or (iii) the provision of Aircraft Training Services to the Buyer. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 82 19.3 Notice and Defense of Claims If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor. If the Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 19, the Indemnitee will have the right to proceed with the defense or settlement of the claim or suit as it deems prudent and will have a claim against the Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor will be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement. 19.4 Insurance For all Aircraft Training Services, to the extent of the Buyer’s undertaking set forth in Clause 19.2, the Buyer will: (a) cause the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents and employees to be named as additional insured under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils (such insurance to include the AVN 52E Extended Coverage Endorsement Aviation Liabilities or any further Endorsement replacing AVN 52E as may be available as well as any excess coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance), and (b) with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents, employees and insurers. Any applicable deductible will be borne by the Buyer. The Buyer will furnish to the Seller, not less than *** prior to the start of any Aircraft Training Services, certificates of insurance, in English, evidencing the limits of liability cover and period of insurance coverage in a form acceptable to the Seller from the Buyer’s insurance broker(s), certifying that such policies have been endorsed as follows: CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 83 (i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s policies are primary and non-contributory to any insurance maintained by the Seller, (ii) such insurance can only be cancelled or materially altered by the giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Seller, and (iii) under any such cover, all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents, employees and insurers have been waived. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 84
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EXHIBIT A STANDARD SPECIFICATION Exhibit A-1: A350-900 Standard Specification Exhibit A-2: A350-1000 Standard Specification CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 1 EXHIBIT A-1 A350-900 STANDARD SPECIFICATION The A350-900 Standard Specification is contained in a separate folder. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 1 EXHIBIT A-2 A350-1000 STANDARD SPECIFICATION The A350-1000 Standard Specification is contained in a separate folder. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 1 EXHIBIT B SPECIFICATION CHANGE NOTICES Exhibit B-1: Form of Specification Change Notice Exhibit B-2: Lists of Specification Change Notices Part 1: A350-900 SCN Budget Part 2: A350-1000 SCN Budget Part 3: A350-900 ULR SCN Budget Part 4: A350-900 *** SCNs Part 5: A350-1000 *** SCNs Part 6: A350-900 ULR *** SCNs Exhibit B-3: Form of Manufacturer’s Specification Change Notice CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 1
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SPECIFICATION CHANGE NOTICE (SCN) EXHIBIT B-1 For SCN Number Issue Dated Page Title: Description Remarks / References Specification changed by this SCN This SCN requires prior or concurrent acceptance of the following SCN (s): Price per aircraft US DOLLARS: AT DELIVERY CONDITIONS: This change will be effective on AIRCRAFT N° and subsequent. Provided approval is received by Buyer approval Seller approval By : By : Date : Date : SPECIFICATION CHANGE NOTICE (SCN) For SCN Number Issue Dated Page Specification repercussion: After contractual agreement with respect to weight, performance, delivery, etc, the indicated part of the specification wording will read as follows: SPECIFICATION CHANGE NOTICE (SCN) For SCN Number Issue Dated Page Scope of change (FOR INFORMATION ONLY) EXHIBIT B-2 SCN LISTS Part 1: A350-900 SCN Budget Part 2: A350-1000 SCN Budget Part 3: A350-900 ULR SCN Budget Part 4: A350-900 *** SCNs Part 5: A350-1000 *** SCNs Part 6: A350-900 ULR *** SCNs CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 1
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EXHIBIT B-2 Part 1: A350-900 SCN Budget *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 2 EXHIBIT B-2 Part 2: A350-1000 SCN Budget *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 3 EXHIBIT B-2 Part 3: A350-900 ULR SCN Budget *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 4 EXHIBIT B-2 Part 4: A350-900 *** SCNs *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 5
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EXHIBIT B-2 Part 5: A350-1000 *** SCNs *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 6 EXHIBIT B-2 Part 6: A350-900 ULR *** SCNs *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 7 MANUFACTURER’S SPECIFICATION CHANGE NOTICE (MSCN) EXHIBIT B-3 For MSCN Number Issue Dated Page Title: Description: Effect on weight Manufacturer’s Weight Empty Change : Operational Weight Empty Change : Allowable Payload Change : Remarks / References Specification changed by this MSCN Price per aircraft US DOLLARS: AT DELIVERY CONDITIONS: This change will be effective on AIRCRAFT N° and subsequent. Provided MSCN is not rejected by Buyer Approval Seller Approval By : By : Date : Date : MANUFACTURER’S SPECIFICATION CHANGE NOTICE (MSCN) For MSCN Number Issue Dated Page Specification repercussion:
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EXHIBIT F EXHIBIT F S E R V I C E L I F E P O L I C Y L I S T O F I T E M S CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 1 EXHIBIT F SELLER SERVICE LIFE POLICY 1 The Items covered by the Service Life Policy pursuant to Clause 12.2 are those Seller Items of primary and auxiliary structure described hereunder. *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 2 EXHIBIT G TECHNICAL DATA INDEX CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 1 EXHIBIT G TECHNICAL DATA INDEX Buyer and Seller hereby acknowledge that the Aircraft Technical Data represented in this Exhibit G is ***, such updated Technical Data shall automatically be incorporated by reference herein and shall constitute the Exhibit G to this Agreement. Where applicable, data will be established in general compliance with ATA iSpecification 2200 and/or S1000D Specification jointly defined by the ASD (Aerospace and Defense Industries Association of Europe), AIA (Aerospace Industries Association) and ATA (Air Transport Association of America), as applicable AVAILABILITY Except as specifically otherwise set forth in this Exhibit G, all Technical Data shall be available on-line through the relevant service on the Airbus customer portal “Airbus World”. The following index identifies the Technical Data provided in support of the Aircraft. The explanation of the table is as follows: NOMENCLATURE Self-explanatory ABBR. Abbreviated designation of the relevant Technical Data FORMATS: ADVANCED CONSULTATION TOOL Includes the relevant Technical Data and an advanced consultation and navigation software to browse the data. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 2
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If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AIRBUS S.A.S. By: /s/ Xxxxx Xxx Xxx: Deputy to COO Customers EVP Product Strategy Accepted and Agreed UNITED AIRLINES, INC. By: /s/ Xxxxxx Xxxxxxxx Xxx: Senior Vice President Finance, Procurement and Treasurer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA2-5 LETTER AGREEMENT NO. 3 TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT As of 1 September 2017 UNITED AIRLINES, INC. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Re: CREDIT MATTERS Dear Ladies and Gentlemen, UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of the date hereof (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 3 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA3-1 1. *** TO ALL AIRCRAFT OF A TYPE *** 7. ASSIGNMENT This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement. 8. CONFIDENTIALITY This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement. 9. COUNTERPARTS This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA3-2 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AIRBUS S.A.S. By: /s/ Xxxxx Xxx Xxx: Deputy to COO Customers EVP Product Strategy Accepted and Agreed UNITED AIRLINES, INC. By: /s/ Xxxxxx Xxxxxxxx Xxx: Senior Vice President Finance, Procurement and Treasurer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA3-3
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LETTER AGREEMENT NO. 4 TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT As of 1 September 2017 UNITED AIRLINES, INC. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Re: *** Dear Ladies and Gentlemen, UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of the date hereof (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 4 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA4-1 1. DEFINITIONS Clause 0 to the Agreement is amended to either modify or add the following defined terms between the “QUOTE” and “UNQUOTE”: QUOTE *** A350XWB Aircraft – has the meaning set forth in Paragraph 3.1 *** Aircraft – has the meaning set forth in Paragraph 3.1 *** A350-900 ULR Aircraft – has the meaning set forth in Paragraph 3.1 *** A350-1000 Aircraft – has the meaning set forth in Paragraph 3.1 *** Aircraft – has the meaning set forth in Paragraph 3.1 *** A350-900 *** Aircraft – has the meaning set forth in Paragraph 3.1 *** A350-900 ULR *** Aircraft – has the meaning set forth in Paragraph 3.1 *** A350-1000 *** Aircraft – has the meaning set forth in Paragraph 3.1 *** A350-900 *** Aircraft – has the meaning set forth in Paragraph 2.1. A350-900 *** Aircraft – has the meaning set forth in Paragraph 2.1. A350-1000 *** Aircraft – has the meaning set forth in Paragraph 2.1. *** Fee – has the meaning set forth in Paragraph 2.1. UNQUOTE *** 2.2. *** *** Such written notice will include, for each *** Aircraft, the requested (i) delivery month and year and (ii) *** Aircraft type. *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA4-2 6. INTENTIONALLY LEFT BLANK 7. ASSIGNMENT This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement. 8. CONFIDENTIALITY This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement. 9. COUNTERPARTS This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA4-3 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AIRBUS S.A.S. By: /s/ Xxxxx Xxx Xxx: Deputy to COO Customers EVP Product Strategy Accepted and Agreed UNITED AIRLINES, INC. By: /s/ Xxxxxx Xxxxxxxx Xxx: Senior Vice President Finance, Procurement and Treasurer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA4-4
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LETTER AGREEMENT NO. 5 TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT As of 1 September 2017 UNITED AIRLINES, INC. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Re: PRODUCT SUPPORT MATTERS Dear Ladies and Gentlemen, UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of the date hereof (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA5-1 TABLE OF CONTENTS 1. AIRBUS WORLD 3 2. CLAUSE 14 – TECHNICAL DATA 4 3. CLAUSE 15 – SELLER REPRESENTATIVE SERVICES 11 3.1 CUSTOMER SUPPORT REPRESENTATIVE(S) 11 3.2 BUYER’S SUPPORT 11 3.3 SELLER REPRESENTATIVE 11 4. CLAUSE 16 – TRAINING SUPPORT AND SERVICES 12 5. CLAUSE 17 – EQUIPMENT SUPPLIER PRODUCT SUPPORT 23 6. *** 24 7. ASSIGNMENT 25 8. CONFIDENTIALITY 25 9. COUNTERPARTS 25 CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA5-2 1. AIRBUS WORLD Notwithstanding anything in Exhibit H, the Buyer will have full access to Airbus World ***. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA5-3 2. CLAUSE 14 – TECHNICAL DATA Clause 14 of the Agreement is deleted in its entirety and replaced with the following quoted text: QUOTE 14 - TECHNICAL DATA 14.1 Scope This Clause 14 covers the terms and conditions for the supply of technical data by the Seller (“Technical Data”) needed to support the Aircraft operation. ***. 14.1.1 The Technical Data shall be supplied in the English language using the aeronautical terminology in common use. 14.1.2 All Technical Data shall be available on-line as set forth in Clause 14.4. Range, type, format and delivery schedule of the on-line Technical Data to be provided under this Agreement are outlined in Exhibit G hereto. 14.2 Aircraft Identification for Technical Data 14.2.1 For those Technical Data that are customized to the Buyer’s Aircraft, the Buyer agrees to the allocation of fleet serial numbers (“Fleet Serial Numbers”) in the form of blocks of numbers selected in the range from 001 to 999. 14.2.2 The sequence shall not be interrupted unless two (2) different Propulsion Systems or two (2) different Aircraft models are selected. 14.2.3 The Buyer shall indicate to the Seller the Fleet Serial Number allocated to each Aircraft corresponding to the delivery schedule set forth in Clause 9.1 ***. Neither the designation of such Fleet Serial Numbers nor the subsequent allocation of the Fleet Serial Numbers to Manufacturer Serial Numbers for the purpose of producing certain customized Technical Data shall constitute any property, insurable or other interest of the Buyer in any Aircraft prior to the Delivery of such Aircraft as provided for in this Agreement. The customized Technical Data that are affected thereby are the following: • Aircraft Maintenance Manual, • Illustrated Parts Catalog, • Trouble Shooting Manual, CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA5-4
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1.5 Type Specific Cabin Crew Training Course The Seller shall provide to the Buyer *** type specific training for cabin crews for *** of the Buyer’s cabin crew instructors, pursers or cabin attendants. 1.6 Airbus Pilot Instructor Course (APIC) The Seller shall provide to the Buyer transition Airbus Pilot Instructor Course(s) (APIC), for flight and synthetic instruction, *** for *** of the Buyer’s flight instructors. APIC courses shall be performed in groups of *** trainees. 2. PERFORMANCE / OPERATIONS COURSE(S) The Seller shall provide to the Buyer *** trainee days of performance / operations training *** for the Buyer’s personnel. 3. MAINTENANCE TRAINING 3.1 The Seller shall provide to the Buyer *** trainee days of maintenance training *** for the Buyer’s personnel. 3.2 The Seller shall provide to the Buyer *** Engine Run-up courses consisting of up to *** trainees per course. 4. TRAINEE DAYS ACCOUNTING Trainee days are counted as follows: 4.1 For instruction at the Seller’s Training Centers: *** day of instruction for *** trainee equals *** trainee day. The number of trainees originally registered at the beginning of the course shall be counted as the number of trainees to have taken the course. 4.2 For instruction outside of the Seller’s Training Centers: *** day of instruction by *** Seller Instructor equals the actual number of trainees attending the course or a ***, except for structure maintenance training course(s). 4.3 For structure maintenance training courses outside the Seller’s Training Center(s), *** day of instruction by *** Seller Instructor equals the actual number of trainees attending the course or the *** of trainees as indicated in the Seller’s Customer Services Catalog. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA5-21 4.4 For practical training, whether on training devices or on aircraft, *** day of instruction by *** Seller Instructor equals the actual number of trainees attending the course or ***. UNQUOTE CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA5-22 5. CLAUSE 17 – EQUIPMENT SUPPLIER PRODUCT SUPPORT Sub-clause (ii) of Clause 17.1.2 of the Agreement is deleted in its entirety and replaced with the following quoted text: QUOTE (ii) *** UNQUOTE CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA5-23 6. *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA5-24
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7. ASSIGNMENT This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement. 8. CONFIDENTIALITY This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement. 9. COUNTERPARTS This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA5-25 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AIRBUS S.A.S. By: /s/ Xxxxx Xxx Its: Deputy to COO Customers EVP Product Strategy Accepted and Agreed UNITED AIRLINES, INC. By: /s/ Xxxxxx Xxxxxxxx Its: Senior Vice President Finance, Procurement and Treasurer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA5-26 LETTER AGREEMENT NO. 6 TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT As of 1 September 2017 UNITED AIRLINES, INC. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Re: SPECIFICATION MATTERS Dear Ladies and Gentlemen, UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of the date hereof (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 6 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA6-1 1. SPECIFICATION Clause 2 of the Agreement is deleted in its entirety and replaced with the following quoted text: QUOTE *** UNQUOTE 2. INTENTIONALLY LEFT BLANK 3. INTENTIONALLY LEFT BLANK *** 8. ASSIGNMENT This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement. 9. CONFIDENTIALITY This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement. 10. COUNTERPARTS This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA6-2
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If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AIRBUS S.A.S. By: /s/ Xxxxx Xxx Its: Deputy to COO Customers EVP Product Strategy Accepted and Agreed UNITED AIRLINES, INC. By: /s/ Xxxxxx Xxxxxxxx Its: Senior Vice President Finance, Procurement and Treasurer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA6-3 LETTER AGREEMENT NO. 7 TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT As of 1 September 2017 UNITED AIRLINES, INC. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Re: *** Dear Ladies and Gentlemen, UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of the date hereof (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 7 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA7-1 *** 12. CONFIDENTIALITY 13. COUNTERPARTS CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA7-2 *** 11. ASSIGNMENT This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement. 12. CONFIDENTIALITY This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 22.10 of the Agreement. 13. COUNTERPARTS This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA7-3
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If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AIRBUS S.A.S. By: /s/ Xxxxx Xxx Its: Deputy to COO Customers EVP Product Strategy Accepted and Agreed UNITED AIRLINES, INC. By: /s/ Xxxxxx Xxxxxxxx Its: Senior Vice President Finance, Procurement and Treasurer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA7-4 APPENDIX A TO PART 1 OF LETTER AGREEMENT NO. 7 *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA7-5 LETTER AGREEMENT NO. 8 TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT As of 1 September 2017 UNITED AIRLINES, INC. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Re: A350-900 *** Dear Ladies and Gentlemen, UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of the date hereof (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA8-1 1. INTRODUCTION *** 3 BUYER’S OBLIGATIONS 3.1 The *** will be contingent upon the fulfilment by the Buyer of the following obligations: *** Any failure by the Buyer to comply with the obligations set forth in Paragraph 3.1 will result in *** with respect to which such obligations are not met from the ***, for the period of time during which such obligations are not met. *** 6 REMEDIES - RECONCILIATION *** 1. The Buyer and the Seller will jointly investigate the cause(s) *** with the Buyer providing all pertinent information, data and records. 2. Provided that all conditions contained in this Letter Agreement are satisfied, at the end of the Term, the Seller will ***. 3. The Seller will make reasonable efforts to provide ***. 7 TERMINATION *** 8 COST ALLOCATION *** 11 ASSIGNMENT This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA8-2
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12 CONFIDENTIALITY This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 22.10 of the Agreement. 13 COUNTERPARTS This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA8-3 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AIRBUS S.A.S. By: /s/ Xxxxx Xxx Its: Deputy to COO Customers EVP Product Strategy Accepted and Agreed UNITED AIRLINES, INC. By: /s/ Xxxxxx Xxxxxxxx Its: Senior Vice President Finance, Procurement and Treasurer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA8-4 APPENDIX A – A350-900XWB DELIVERY SCHEDULE Aircraft 1 *** 2022 Aircraft 2 *** Aircraft 3 *** Aircraft 4 *** Aircraft 5 *** Aircraft 6 *** Aircraft 7 *** Aircraft 8 *** Aircraft 9 *** Aircraft 10 *** Aircraft 11 *** Aircraft 12 *** Aircraft 13 *** Aircraft 14 *** Aircraft 15 *** Aircraft 16 *** Aircraft 17 *** Aircraft 18 *** Aircraft 19 *** Aircraft 20 *** Aircraft 21 *** Aircraft 22 *** Aircraft 23 *** Aircraft 24 *** Aircraft 25 *** Aircraft 26 *** Aircraft 27 *** Aircraft 28 *** Aircraft 29 *** Aircraft 30 *** Aircraft 31 *** Aircraft 32 *** Aircraft 33 *** Aircraft 34 *** Aircraft 35 *** Aircraft 36 *** Aircraft 37 *** Aircraft 38 *** Aircraft 39 *** Aircraft 40 *** Aircraft 41 *** Aircraft 42 *** Aircraft 43 *** Aircraft 44 *** Aircraft 45 *** 2027 CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA8-5 APPENDIX B – AIRFRAME MAINTENANCE PRACTICES *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA8-6
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APPENDIX C – *** *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA8-7 LETTER AGREEMENT NO. 9 TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT As of 1 September 2017 UNITED AIRLINES, INC. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Re: MISCELLANEOUS MATTERS Dear Ladies and Gentlemen, UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of the date hereof (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 9 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA9-1 TABLE OF CONTENTS 0. GENERAL 3 0.1 DEFINITIONS 3 0.2 GENERAL STATEMENT 3 1. CLAUSE 6 – MANUFACTURE PROCEDURE – INSPECTION 4 2. CLAUSE 7 – CERTIFICATION 5 3. CLAUSE 8 – TECHNICAL ACCEPTANCE 7 4. CLAUSE 9 – DELIVERY 9 5. CLAUSE 10 – EXCUSABLE DELAY 10 6. CLAUSE 11 – INEXCUSABLE DELAY AND TOTAL LOSS 13 7. CLAUSE 13 – PATENT AND COPYRIGHT INDEMNITY 15 8. CLAUSE 18 – BUYER FURNISHED EQUIPMENT 18 9. CLAUSE 19 – INDEMNITIES AND INSURANCE 19 10. CLAUSE 20 – TERMINATION 22 11. CLAUSE 21 – ASSIGNMENTS AND TRANSFERS 24 12. CLAUSE 22 – CONFIDENTIALITY 25 13. ASSIGNMENT 26 14. CONFIDENTIALITY 26 15. COUNTERPARTS 26 CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA9-2 0. GENERAL 0.1 Definitions Clause 0 of the Agreement is amended to add the following quoted text: QUOTE *** UNQUOTE 0.2 General Statement *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA9-3
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LETTER AGREEMENT NO. 10 TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT As of 1 September 2017 UNITED AIRLINES, INC. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Re: *** Dear Ladies and Gentlemen, UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of the date hereof (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 10 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA10-1 1. *** 2. ASSIGNMENT This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement. 3. CONFIDENTIALITY This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement. 4 COUNTERPARTS This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA10-2 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AIRBUS S.A.S. By: /s/ Xxxxx Xxx Its: Deputy to COO Customers EVP Product Strategy Accepted and Agreed UNITED AIRLINES, INC. By: /s/ Xxxxxx Xxxxxxxx Its: Senior Vice President Finance, Procurement and Treasurer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA10-3 LETTER AGREEMENT NO. 11 TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT As of 1 September 2017 UNITED AIRLINES, INC. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Re: *** Dear Ladies and Gentlemen, UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of even date herewith (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 11 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA11-1
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0. INTRODUCTION *** 1. DEFINITIONS AND INTERPRETATION 1.1 Capitalized words and terms used in this Letter Agreement that are not defined herein shall have the meaning assigned thereto in the Agreement. 1.2 The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. 1.3 The following words and terms shall have the following meanings: *** 2. *** COSTS *** 3. ADJUSTMENTS *** 4. ACCOUNTING AND REPORTING *** 6. RECONCILIATION AND REMEDIES *** 7 CONDITIONS OF *** *** 10.3 ***. Notwithstanding the foregoing, nothing herein will operate to diminish or modify the Buyer’s rights and remedies under Clause 12. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA11-2 11 DUPLICATE REMEDIES Except as provided in Paragraph 10.3, the remedies provided to the Buyer under this Guarantee are not cumulative of any other remedies provided to the Buyer under any other warranty or guarantee contained in the Agreement and the Buyer will not be entitled to duplicate remedies with respect to any single defect or costs incurred for any single defect. 12 ASSIGNMENT This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement. 13 CONFIDENTIALITY This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement. 14 COUNTERPARTS This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA11-3 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AIRBUS S.A.S. By: /s/ Xxxxx Xxx Its: Deputy to COO Customers EVP Product Strategy Accepted and Agreed UNITED AIRLINES, INC. By: /s/ Xxxxxx Xxxxxxxx Its: Senior Vice President Finance, Procurement and Treasurer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA11-4 APPENDIX 1 – ASSUMPTIONS *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA11-5
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APPENDIX 2 – EXCLUSIONS The following items are specifically excluded from the *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA11-6 APPENDIX 3 - FORMULAS *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA11-7 APPENDIX 4 –*** *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA11-8 LETTER AGREEMENT NO. 12 TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT As of 1 September 2017 UNITED AIRLINES, INC. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Re: *** Dear Ladies and Gentlemen, UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of the date hereof (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 12 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA12-1
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0. INTRODUCTION *** 1. DEFINITIONS AND INTERPRETATION 1.1 Capitalized words and terms used in this Letter Agreement that are not defined herein shall have the meaning assigned thereto in the Agreement. 1.2 The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. 1.3 The following words and terms shall have the following meanings: *** 3. ADJUSTMENTS *** 4. REPORTING *** 12 ASSIGNMENT This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement. 13 CONFIDENTIALITY This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 22.10 of the Agreement. 14 COUNTERPARTS This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA12-2 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AIRBUS S.A.S. By: /s/ Xxxxx Xxx Its: Deputy to COO Customers EVP Product Strategy Accepted and Agreed UNITED AIRLINES, INC. By: /s/ Xxxxxx Xxxxxxxx Its: Senior Vice President Finance, Procurement and Treasurer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA12-3 APPENDIX 1 – ASSUMPTIONS *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA12-4 APPENDIX 2 – EXCLUSIONS *** due to any of the following reasons are specifically excluded from the ***: *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA12-5
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APPENDIX 3 - FORMULAS *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA12-6 APPENDIX 4 – *** *** CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA12-7 LETTER AGREEMENT NO. 13 TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT As of 1 September 2017 UNITED AIRLINES, INC. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Re: WARRANTIES AND SERVICE LIFE POLICY Dear Ladies and Gentlemen, UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of the date hereof (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 13 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA13-1 1. WARRANTIES AND SERVICE LIFE POLICY Clause 12 of the Agreement is deleted in its entirety and replaced with the following quoted text: QUOTE 12 - WARRANTIES AND SERVICE LIFE POLICY 12.1 Warranty 12.1.1 Nature of Warranty Subject to the limitations and conditions hereinafter provided, and except as provided in Clause 12.1.2, the Seller warrants to the Buyer that the Aircraft and each Warranted Part will at the time of Delivery to the Buyer be free from defects: (i) in material, (ii) in workmanship, including, without limitation, processes of manufacture, (iii) in design (including, without limitation, selection of materials) having regard to the State of the Art at the date of such design, and (iv) arising from failure to conform to the Specification, except as to those portions of the Specification that are expressly stated in the Specification to be estimates or approximations or design aims. For the purpose of this Agreement, the term “Warranted Part” will mean any Seller proprietary component, equipment, software, or part, that (a) is installed on an Aircraft at Delivery, (b) is manufactured to the detail design of the Seller or a subcontractor of the Seller and (c) bears a Seller’s part number at the time of Delivery. 12.1.2 Exclusions The warranties set forth in Clause 12.1.1 will not apply to Buyer Furnished Equipment, Propulsion Systems, or to any component, accessory, equipment or part purchased by the Buyer that is not a Warranted Part, provided, however, that: CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA13-2
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UNQUOTE 2 ASSIGNMENT This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement. 3 CONFIDENTIALITY This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement. 4 COUNTERPARTS This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA13-19 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AIRBUS S.A.S. By: /s/ Xxxxx Xxx Its: Deputy to COO Customers EVP Product Strategy Accepted and Agreed UNITED AIRLINES, INC. By: /s/ Xxxxxx Xxxxxxxx Its: Senior Vice President Finance, Procurement and Treasurer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA13-20 LETTER AGREEMENT NO. 14 TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT As of 1 September 2017 UNITED AIRLINES, INC. 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Re: AIRCRAFT ORDER MATTERS Dear Ladies and Gentlemen, UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of the date hereof (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 14 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA14-1 1. *** 1.1 The Seller offers the Buyer the *** certain Aircraft under the Agreement (the “***”), subject to the following terms and conditions: (i) The *** is only granted to the Buyer for *** of the Aircraft which are included in the Buyer’s *** order of forty-five (45) Aircraft, as follows (each a “***”): a. Aircraft ***, b. *** Aircraft with a Scheduled Delivery ***, c. *** Aircraft with a Scheduled Delivery ***, d. *** Aircraft with a Scheduled Delivery ***, e. *** Aircraft with a Scheduled Delivery ***, f. *** Aircraft with a Scheduled Delivery ***, g. *** Aircraft with a Scheduled Delivery ***. (ii) The Buyer will give *** a one-time written notice of its desire to *** on a date falling between *** and *** (the “Decision Window”). Such notice shall identify all of the *** with respect to which the Buyer wishes to ***. (iii) Any *** for which the Buyer has exercised its *** under the conditions set out in this Clause 1 shall be referred to as “***” and the order for such particular Aircraft will be deemed ***, and the terms of Clauses 1 and 3 hereof shall apply. Any *** for which the Buyer has *** under the conditions set out in this Clause 1 shall remain an Aircraft under the Agreement, and the Buyer’s *** with respect to such Aircraft shall lapse. (iv) Should the Buyer not exercise its *** pursuant to this Clause, the Buyer’s *** will lapse with respect to all ***, and the Buyer and ***. 1.2 Should the Buyer exercise its *** with respect to ***, which shall in such case be Aircraft ***, then: (i) *** made by the Buyer with respect to such ***, and CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA14-2
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(ii) the *** advanced under the *** of even date hereof at the *** (as such terms are defined in such Financing Letter Agreement) shall ***. 1.3 Should the Buyer exercise its *** with respect to ***, then *** made by the Buyer with respect to any such ***. 2. *** 2.1 The Seller offers the Buyer the ***, in lieu of the ***, to renounce its *** and *** its firm order for the *** under this Agreement ***, subject to the following terms and conditions: (i) The *** is only granted to the Buyer with respect to the ***, and for a number of *** that is ***. (ii) The Buyer will give the Seller a one-time written notice of its desire to exercise its *** in lieu of its ***, on a date falling during the Decision Window. Such notice shall identify all of the *** with respect to which the Buyer wishes to exercise its ***. The Buyer and the Seller shall then formalize the firm order for the *** by way of a purchase agreement (the “***”), subject to Clause 2.2. (iii) Exercise by the Buyer of its *** with respect to ***. (iv) Any *** for which the Buyer has exercised its *** under the conditions set out in this Clause 2 shall be referred to as a “*** Aircraft” and will be *** and ordered under the ***, subject to the conditions of Clause 2.2 below being met. Should such conditions not be met, the *** Aircraft shall be deemed to be a ***, and the terms and conditions of Clauses 1 and 3 hereof shall apply. Any *** for which the Buyer has not exercised its *** under the conditions set out in this Clause 2 shall remain an Aircraft under the Agreement, and the Buyer’s *** with respect to such Aircraft shall lapse. (v) Should the Buyer not exercise its *** pursuant to this Clause, the Buyer’s *** will lapse with respect to ***, and the Buyer and the Seller will have no more rights or obligations with respect to the ***. 2.2 The *** shall meet the following conditions: (i) The *** shall enter in full force and effect no later than on ***, and CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA14-3 (ii) The *** shall include applicable commercial conditions agreed between the Buyer and the Seller with respect to the sale by the Seller and the purchase by the Buyer of the ***, and *** 3. A350 *** 3.1 Should the Buyer, at any time and for any reason, have less than *** Aircraft *** under the Agreement *** then, in addition to any other remedies available to Seller under the Agreement, *** 4. *** Should the Buyer exercise its *** or its *** with respect to any of the *** in accordance with this Letter Agreement, then all *** based on a fleet size of *** A350-900 Aircraft shall be adjusted to reflect the revised fleet size, in a methodologically consistent manner. 5. ASSIGNMENT This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement. 6. CONFIDENTIALITY This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement. 7. COUNTERPARTS This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA14-4 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AIRBUS S.A.S. By: /s/ Xxxxx Xxx Its: Deputy to COO Customers EVP Product Strategy Accepted and Agreed UNITED AIRLINES, INC. By: /s/ Xxxxxx Xxxxxxxx Its: Senior Vice President Finance, Procurement and Treasurer CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL LA14-5