Exhibit 10.2
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Supplemental Agreement No. 64
to
Purchase Agreement No. 1951
(the Agreement)
Between
The Boeing Company
and
United Airlines, Inc.
Relating to Boeing Model 737 Aircraft
This Supplemental Agreement No. 64, entered into as of June 12, 2015, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC. (a Delaware corporation) (Customer);
WHEREAS, the parties hereto entered into Purchase Agreement No. 1951 dated July 23, 1996, as amended and supplemented, (thePurchase Agreement) relating to the purchase and sale of Boeing model 737 aircraft (theAircraft). This Supplemental Agreement No. 64 is an amendment to the Purchase Agreement;
WHEREAS, Boeing and Customer agree to add the following *** aircraft *** to the Purchase Agreement as model 737-*** aircraft:
| | |
Delivery Month | | Serial Number |
*** | | *** |
WHEREAS, Boeing and Customer agree to incorporate performance guarantees for the above *** model 737-*** Aircraft within *** days of execution of this Supplemental Agreement No. 64; and
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Agreement as follows:
| 1. | Table of Contents, Articles, Tables, Exhibits, and Letter Agreements: |
1.1 The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identifiedby “SA-64”).
1.2 Page T-3-8 of Table 1 is deleted in its entirety and replaced with the attached page T-3-8 of Table 1 (identifiedby “SA-64”).
| | | | |
P.A. 1951 | | SA 64 | | Page 1 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
Supplemental Agreement No. 64 to
Purchase Agreement No. 1951
1.3 “Exhibit A-2.5”, Aircraft Configuration, is deleted in its entirety and replaced with the attached “Exhibit A-2.5”, Aircraft Configuration (identified by “SA-64”).
1.4 Letter agreement 6-1162-GOC-131R13,Special Matters, is deleted in its entirety and replaced with the attached letter agreement 6-1162-GOC-131R14,Special Matters (identified by “SA-64”).
The Purchase Agreement will be deemed to be supplemented to the extent herein provided as of the date hereof and as so supplemented will continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first written above.
| | | | |
| THE BOEING COMPANY | | | | UNITED AIRLINES, INC. |
| | |
/s/ Patrick McKelvey | | | | /s/ Gerald Laderman |
| Signature | | | | Signature |
| | |
Attorney-in-Fact | | | | Senior Vice President – Finance, Procurement and Treasurer |
| Title | | | | Title |
| | | | |
P.A. 1951 | | SA 64 | | Page 2 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
TABLE OF CONTENTS
| | | | | | | | | | |
| | | | | Page
Number | | | SA
Number | |
| ARTICLES | | | | | | |
1. | | Subject Matter of Sale | | | 1-1 | | | | SA-39 | |
| | | |
2. | | Delivery, Title and Risk of Loss | | | 2-1 | | | | | |
| | | |
3. | | Price of Aircraft | | | 3-1 | | | | SA-39 | |
| | | |
4. | | Taxes | | | 4-1 | | | | | |
| | | |
5. | | Payment | | | 5-1 | | | | | |
| | | |
6. | | Excusable Delay | | | 6-1 | | | | | |
| | | |
7. | | Changes to the Detail Specification | | | 7-1 | | | | SA-39 | |
| | | |
8. | | Federal Aviation Requirements and Certificates and Export License | | | 8-1 | | | | SA-39 | |
| | | |
9. | | Representatives, Inspection, Flights and Test Data | | | 9-1 | | | | | |
| | | |
10. | | Assignment, Resale or Lease | | | 10-1 | | | | | |
| | | |
11. | | Termination for Certain Events | | | 11-1 | | | | | |
| | | |
12. | | Product Assurance; Disclaimer and Release; Exclusion of Liabilities; Customer Support; Indemnification and Insurance | | | 12-1 | | | | | |
| | | |
13. | | Buyer Furnished Equipment and Spare Parts | | | 13-1 | | | | | |
| | | |
14. | | Contractual Notices and Requests | | | 14-1 | | | | SA-39 | |
| | | |
15. | | Miscellaneous | | | 15-1 | | | | | |
| | | | |
P.A. 1951 | | | | SA 64 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
TABLE OF CONTENTS
| | | | | | | | | | |
| | | | | Page
Number | | | SA
Number | |
| TABLES | | | | | | |
1. | | Aircraft Deliveries and Descriptions - 737-500 | | | T-1 | | | | SA-3 | |
| | | |
| | Aircraft Deliveries and Descriptions - 737-700 | | | T-2 | | | | SA-57 | |
| | | |
| | Aircraft Deliveries and Descriptions - 737-800 | | | T-3 | | | | SA-64 | |
| | | |
| | Aircraft Deliveries and Descriptions - 737-600 | | | T-4 | | | | SA-4 | |
| | | |
| | Aircraft Deliveries and Descriptions - 737-900 | | | T-5 | | | | SA-39 | |
| | | |
| | Aircraft Deliveries and Descriptions - 737-900ER | | | T-6 | | | | SA-62 | |
| | | | | | |
| EXHIBITS | | | |
A-1 | | Aircraft Configuration - Model 737-724 (Aircraft delivering through July 2004) | | | SA-26 | |
| | |
A-1.1 | | Aircraft Configuration - Model 737-724 (Aircraft delivering on or after August 2004) | | | SA-46 | |
| | |
A-2 | | Aircraft Configuration - Model 737-824 (Aircraft delivering through July 2004) | | | SA-26 | |
| | |
A-2.1 | | Aircraft Configuration - Model 737-824 (Aircraft delivering August 2004 through December 2007) | | | SA-41 | |
| | |
A-2.2 | | Aircraft Configuration - Model 737-824 (Aircraft delivering January 2008 through July 2008) | | | SA-45 | |
| | |
A-2.3 | | Aircraft Configuration – Model 737-824 (Aircraft scheduled to deliver between August 2008 and October 2010) | | | SA-50 | |
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P.A. 1951 | | | | SA 64 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
TABLE OF CONTENTS
| | | | | | |
| | | | | SA
Number | |
EXHIBITS (continued) | | | |
A-2.4 | | Aircraft Configuration - Model 737-824 (Aircraft scheduled to deliver between November 2010 and ***) | | | SA-63 | |
| | |
A-2.5 | | Aircraft Configuration - Model 737-824 (Aircraft scheduled to deliver in or after ***) | | | SA-64 | |
| | |
A-3 | | Aircraft Configuration - Model 737-624 | | | SA-1 | |
| | |
A-4 | | Aircraft Configuration - 737-524 | | | SA-3 | |
| | |
A-5 | | Aircraft Configuration - Model 737-924 (Aircraft delivering through July 2004) | | | SA-26 | |
| | |
A-6 | | Aircraft Configuration - Model 737-924ER (Aircraft delivering January 2008 through December 2008) | | | SA-45 | |
| | |
A-6.1 | | Aircraft Configuration - Model 737-924ER (Aircraft delivering during or after January 2009 and before December 2010) | | | SA-53 | |
| | |
A-6.2 | | Aircraft Configuration - Model 737-924ER (Aircraft delivering during or after January 2011) | | | SA-53 | |
| | |
B | | Product Assurance Document | | | SA-1 | |
| | |
C | | Customer Support Document - Code Two - Major Model Differences | | | SA-1 | |
| | |
C1 | | Customer Support Document - Code Three - Minor Model Differences | | | SA-39 | |
| | |
D | | Aircraft Price Adjustments - New Generation Aircraft (1995 Base Price - Aircraft delivering through July 2004) | | | SA-1 | |
| | |
D1 | | Airframe and Engine Price Adjustments - Current Generation Aircraft | | | SA-1 | |
| | |
D2 | | Aircraft Price Adjustments - New Generation Aircraft (1997 Base Price - Aircraft delivering through July 2004) | | | SA-5 | |
| | | | |
P.A. 1951 | | | | SA 64 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
TABLE OF CONTENTS
| | | | | | |
| | | | | SA
Number | |
EXHIBITS (continued) | | | | |
D3 | | Aircraft Price Adjustments - New Generation Aircraft (July 2003 Base Price – Aircraft delivering through December 2007) | | | SA-41 | |
| | |
D4 | | Escalation Adjustment – Airframe and Optional Features (Aircraft delivering in or after January 2008) | | | SA-41 | |
| | |
E | | Buyer Furnished Equipment Provisions Document | | | SA-39 | |
| | |
F | | Defined Terms Document | | | SA-5 | |
| | | | | | |
| LETTER AGREEMENTS | | | |
1951-1 | | Not Used | | | | |
| | |
1951-2R4 | | Seller Purchased Equipment | | | SA-39 | |
| | |
1951-3R22 | | Option Aircraft-Model 737-824 Aircraft | | | SA-38 | |
| | |
1951-4R1 | | Waiver of Aircraft Demonstration | | | SA-1 | |
| | |
1951-5R3 | | Promotional Support - New Generation Aircraft | | | SA-48 | |
| | |
1951-6 | | Configuration Matters | | | | |
| | |
1951-7R1 | | Spares Initial Provisioning | | | SA-1 | |
| | |
1951-8R2 | | Escalation Sharing - New Generation Aircraft | | | SA-4 | |
| | |
1951-9R20 | | Option Aircraft-Model 737-724 Aircraft Attachment A | | | SA-58 | |
| | |
| | Attachment B | | | SA-62 | |
| | |
1951-11R1 | | Escalation Sharing-Current Generation Aircraft | | | SA-4 | |
| | |
1951-12R7 | | Option Aircraft - Model 737-924 Aircraft | | | SA 32 | |
| | | | |
P.A. 1951 | | | | SA 64 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
TABLE OF CONTENTS
| | | | | | |
| | | | | SA
Number | |
LETTER AGREEMENTS (continued) | | | | |
1951-13 | | Configuration Matters - Model 737-924 | | | SA-5 | |
| | |
1951-14 | | Installation of Cabin Systems Equipment 737-924 | | | SA-22 | |
| | |
1951-15 | | Configuration Matters - Model 737-924ER | | | SA-39 | |
| | | | | | |
| | | SA
Number | |
RESTRICTED LETTER AGREEMENTS | | | | |
6-1162-MMF-295 | | Performance Guarantees - Model 737-724 Aircraft | | | | |
| | |
6-1162-MMF-296 | | Performance Guarantees - Model 737-824 Aircraft | | | | |
| | |
6-1162-MMF-308R4 | | Disclosure of Confidential Information | | | SA-39 | |
| | |
6-1162-MMF-309R1 | | *** | | | SA-1 | |
| | |
6-1162-MMF-311R8 | | *** for Model 737 Aircraft | | | SA-59 | |
| | |
6-1162-MMF-312R1 | | Special Purchase Agreement Provisions | | | SA-1 | |
| | |
6-1162-MMF-319 | | Special Provisions Relating to the Rescheduled Aircraft | | | | |
| | |
6-1162-MMF-378R1 | | Performance Guarantees – Model 737-524 Aircraft | | | SA-3 | |
| | |
6-1162-GOC-015R1 | | *** | | | SA-31 | |
| | |
6-1162-GOC-131R14 | | Special Matters | | | SA-64 | |
| | | | |
P.A. 1951 | | | | SA 64 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
TABLE OF CONTENTS
| | | | | | |
| | | SA
Number | |
RESTRICTED LETTER AGREEMENTS (continued) | | | | |
6-1162-DMH-365 | | Performance Guarantees - Model 737-924 Aircraft | | | SA-5 | |
| | |
6-1162-DMH-624 | | *** Aircraft and Option Aircraft Model 737 Aircraft | | | SA-8 | |
| | |
6-1162-DMH-680 | | Delivery Delay Resolution Program | | | SA-9 | |
| | |
6-1162-DMH-1020 | | *** | | | SA-14 | |
| | |
6-1162-DMH-1035 | | Acceleration of Aircraft | | | SA-15 | |
| | |
6-1162-DMH-1054 | | *** | | | SA-16 | |
| | |
6-1162-CHL-048 | | Rescheduled Aircraft Agreement | | | SA-26 | |
| | |
6-1162-CHL-195 | | Restructure Agreement for Model 737NG and 757-300 Aircraft | | | SA-30 | |
| | |
6-1162-MSA-768 | | Performance Guarantees - Model 737-924ER Aircraft (Aircraft delivering prior to May 2012) | | | SA-57 | |
| | |
6-1162-SEE-0361 | | Performance Guarantees - Model 737-924ER Aircraft (Aircraft delivering May 2012 and on) | | | SA-57 | |
| | |
6-1162-SEE-133 | | Model 737-924ER *** | | | SA-46 | |
| | |
6-1162-SEE-0176R4 | | Record Option Proposals | | | SA-48 | |
| | |
6-1162-SEE-0187 | | Passenger Service Unit Resolution | | | SA-50 | |
| | |
6-1162-SEE-0225R1 | | Use of Aircraft - *** and Abuse Takeoff Testing | | | SA-50 | |
| | | | |
P.A. 1951 | | | | SA 64 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
TABLE OF CONTENTS
| | | | | | |
| | | SA
Number | |
RESTRICTED LETTER AGREEMENTS (continued) | | | | |
6-1162-SEE-0263 | | Use of Aircraft - 737NG Performance Improvement Package Testing | | | SA-50 | |
| | |
6-1162-RCN-1888 | | Use of Aircraft - Boeing 747-800 and 787 Flight Test Training | | | SA-53 | |
| | |
6-1162-RCN-1890 | | Use of Aircraft for Testing | | | SA-57 | |
| | |
6-1162-SEE-0326 | | Model 737 - Koito Seat Resolution | | | SA-56 | |
| | |
CAL-PA-1951-LA-1208066 | | Aircraft Performance Guarantees - Model 737-924ER Aircraft (delivering July 2013 and on) | | | SA-59 | |
| | |
CAL-PA-1951-LA-1209037R1 | | *** | | | SA-63 | |
| | |
CAL-PA-1951-LA-1209110 | | Privileged and Confidential Matters | | | SA-59 | |
| | |
CAL-PA-1951-LA-1210098 | | Aircraft Acceleration from October 2012 to September 2012 | | | SA-60 | |
| | | | |
P.A. 1951 | | | | SA 64 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
TABLE OF CONTENTS
| | |
SUPPLEMENTAL AGREEMENTS | | DATED AS OF: |
Supplemental Agreement No. 1 | | October 10, 1996 |
| |
Supplemental Agreement No. 2 | | March 5, 1997 |
| |
Supplemental Agreement No. 3 | | July 17, 1997 |
| |
Supplemental Agreement No. 4 | | October 10, 1997 |
| |
Supplemental Agreement No. 5 | | May 21, 1998 |
| |
Supplemental Agreement No. 6 | | July 30, 1998 |
| |
Supplemental Agreement No. 7 | | November 12, 1998 |
| |
Supplemental Agreement No. 8 | | December 7, 1998 |
| |
Supplemental Agreement No. 9 | | February 18, 1999 |
| |
Supplemental Agreement No. 10 | | March 19, 1999 |
| |
Supplemental Agreement No. 11 | | May 14, 1999 |
| |
Supplemental Agreement No. 12 | | July 2, 1999 |
| |
Supplemental Agreement No. 13 | | October 13, 1999 |
| |
Supplemental Agreement No. 14 | | December 13, 1999 |
| |
Supplemental Agreement No. 15 | | January 13, 2000 |
| |
Supplemental Agreement No. 16 | | March 17, 2000 |
| |
Supplemental Agreement No. 17 | | May 16, 2000 |
| |
Supplemental Agreement No. 18 | | September 11, 2000 |
| |
Supplemental Agreement No. 19 | | October 31, 2000 |
| |
Supplemental Agreement No. 20 | | December 21, 2000 |
| |
Supplemental Agreement No. 21 | | March 30, 2001 |
| | | | |
P.A. 1951 | | | | SA 64 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
TABLE OF CONTENTS
| | |
SUPPLEMENTAL AGREEMENTS | | DATED AS OF: |
Supplemental Agreement No. 22 | | May 23, 2001 |
| |
Supplemental Agreement No. 23 | | June 29, 2001 |
| |
Supplemental Agreement No. 24 | | August 31, 2001 |
| |
Supplemental Agreement No. 25 | | December 31, 2001 |
| |
Supplemental Agreement No. 26 | | March 29, 2002 |
| |
Supplemental Agreement No. 27 | | November 6, 2002 |
| |
Supplemental Agreement No. 28 | | April 1, 2003 |
| |
Supplemental Agreement No. 29 | | August 19, 2003 |
| |
Supplemental Agreement No. 30 | | November 4, 2003 |
| |
Supplemental Agreement No. 31 | | August 20, 2004 |
| |
Supplemental Agreement No. 32 | | December 29, 2004 |
| |
Supplemental Agreement No. 33 | | December 29, 2004 |
| |
Supplemental Agreement No. 34 | | June 22, 2005 |
| |
Supplemental Agreement No. 35 | | June 30, 2005 |
| |
Supplemental Agreement No. 36 | | July 21, 2005 |
| |
Supplemental Agreement No. 37 | | March 30, 2006 |
| |
Supplemental Agreement No. 38 | | June 6, 2006 |
| |
Supplemental Agreement No. 39 | | August 3, 2006 |
| |
Supplemental Agreement No. 40 | | December 5, 2006 |
| |
Supplemental Agreement No. 41 | | June 1, 2007 |
| |
Supplemental Agreement No. 42 | | June 13, 2007 |
| |
Supplemental Agreement No. 43 | | July 18, 2007 |
| | | | |
P.A. 1951 | | | | SA 64 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
| | |
| |
Supplemental Agreement No. 44 | | December 7, 2007 |
| |
Supplemental Agreement No. 45 | | February 20, 2008 |
| |
Supplemental Agreement No. 46 | | June 25, 2008 |
| |
Supplemental Agreement No. 47 | | October 30, 2008 |
| |
Supplemental Agreement No. 48 | | January 29, 2009 |
| |
Supplemental Agreement No. 49 | | May 1, 2009 |
| |
Supplemental Agreement No. 50 | | July 23, 2009 |
| |
Supplemental Agreement No. 51 | | August 5, 2009 |
| |
Supplemental Agreement No. 52 | | August 31, 2009 |
| |
Supplemental Agreement No. 53 | | December 23, 2009 |
| |
Supplemental Agreement No. 54 | | March 1, 2010 |
| |
Supplemental Agreement No. 55 | | March 31, 2010 |
| |
Supplemental Agreement No. 56 | | August 12, 2010 |
| |
Supplemental Agreement No. 57 | | March 2, 2011 |
| |
Supplemental Agreement No. 58 | | January 6, 2012 |
| |
Supplemental Agreement No. 59 | | July 12, 2012 |
| |
Supplemental Agreement No. 60 | | October 7, 2012 |
| |
Supplemental Agreement No. 61 | | September 11, 2013 |
| |
Supplemental Agreement No. 62 | | January 14, 2015 |
| |
Supplemental Agreement No. 63 | | May 26, 2015 |
| |
Supplemental Agreement No. 64 | | June 12, 2015 |
| | | | |
P.A. 1951 | | | | SA 64 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
Table 1 to Purchase Agreement No. 1951
Aircraft Delivery and Descriptions
Model 737-800 Aircraft
| | | | | | | | | | | | | | |
Airframe Model/MTOW: | | 737-800 | | ***pounds | | | | Detail Specification: | | | | *** | | |
Engine Model/Thrust: | | CFM56-7B*** | | *** pounds | | | | Airframe Price Base Year/Escalation Formula: | | *** | | | | *** |
Airframe Price: | | $*** | | | | Engine Price Base Year/Escalation Formula: | | *** | | | | *** |
Optional Features: | | $*** | | | | | | | | | | |
| | | | | | | | | | | | | | |
Sub-Total of Airframe and Features: | | $*** | | | | Airframe Escalation Data: | | |
Engine Price (Per Aircraft): | | $*** | | | | Base Year Index (ECI): | | | | *** | | |
Aircraft Basic Price (Excluding BFE/SPE): | | $*** | | | | Base Year Index (CPI): | | | | *** | | |
| | | | | | | | | | | | | | |
Buyer Furnished Equipment (BFE) Estimate: | | $*** | | | | | | | | | | |
Seller Purchased Equipment (SPE) Estimate: | | $*** | | | | | | | | | | |
| | | | | | |
Deposit per Aircraft: | | $*** | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Delivery Date | | Number of Aircraft | | Escalation Factor (Airframe) | | Manufacturer Serial Number | | Escalation Estimate
Adv Payment Base
Price Per A/P | | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to
Delivery): |
| | | | | | *** *** | | *** *** | | *** *** | | *** *** |
| | | | | | | | |
| *** | | *** | | *** | | *** | | $*** | | $*** | | $*** | | $*** | | $*** |
| *** | | *** | | *** | | *** | | $*** | �� | $*** | | $*** | | $*** | | $*** |
| *** | | *** | | *** | | *** | | $*** | | $*** | | $*** | | $*** | | $*** |
| Total: | | 6 | | | | | | | | | | | | | | |
Note: Serial Numbers are provided as guidance only and are subject to change.
| | | | |
| | Page T-3-8 | | |
| 74063 | | Boeing Proprietary | | SA-64 |
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
Exhibit A-2.5 to Purchase Agreement Number 1951
(737-800 Aircraft scheduled to deliver in or after ***)
Exhibit A-2.5
737-800 AIRCRAFT CONFIGURATION
Dated May 26, 2015
relating to
BOEING MODEL 737-800 AIRCRAFT
The Detail Specification is Boeing document number ***, Revision ***, expected to be released on or before ***. The Detail Specification provides further description of Customer’s configuration set forth in this Exhibit A. Such Detail Specification will be comprised of Boeing detail specification ***, Revision ***, dated ***, as amended to incorporate the optional features (Options) listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW). As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect such Options. The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.
| | | | | | |
CR | | Title | | *** $ Price Per A/C (*** 737-800) | | *** $ Price Per A/C (follow-on) |
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| PA-1951 | | A-2.5 | | SA-64 Page 3 |
| | | | | | |
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| PA-1951 | | A-2.5 | | SA-64 Page 4 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
| | | | | | |
CR | | Title | | *** $ Price Per A/C (*** 737-800) | | *** $ Price Per A/C (follow-on) |
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| PA-1951 | | A-2.5 | | SA-64 Page 5 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
| | | | | | |
CR | | Title | | *** $ Price Per A/C (*** 737-800) | | *** $ Price Per A/C (follow-on) |
*** | | *** | | *** | | *** |
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| PA-1951 | | A-2.5 | | SA-64 Page 6 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
| | | | | | |
CR | | Title | | *** $ Price Per A/C (*** 737-800) | | *** $ Price Per A/C (follow-on) |
*** | | *** | | *** | | *** |
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| PA-1951 | | A-2.5 | | SA-64 Page 7 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
| | | | | | |
CR | | Title | | *** $ Price Per A/C (*** 737-800) | | *** $ Price Per A/C (follow-on) |
*** | | *** | | *** | | *** |
*** | | *** | | *** | | *** |
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OPTIONS:*** | | TOTAL: | | $*** | | $*** |
| | | | |
| PA-1951 | | A-2.5 | | SA-64 Page 8 |
| BOEING / UNITED AIRLINES, INC. PROPRIETARY |
| | |
| | The Boeing Company P.O. Box 3707 Seattle, WA98124-2207 6-1162-GOC-131R14 United Airlines, Inc. 233 South Wacker Drive Chicago, Illinois 60606 Subject: Letter Agreement No. 6-1162-GOC-131R13 to Purchase Agreement No. 1951 - Special Matters Ladies and Gentlemen: This letter agreement 6-1162-GOC-131R14 (Letter Agreement) amends Purchase Agreement No. 1951 dated as of July 23, 1996 (the Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Buyer) relating to Model 737 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety letter agreement 6-1162-GOC-131R13. All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement. 1. ***. 1.1Model 737-724 Aircraft. In consideration of Buyer’s purchase of Model 737-724 Aircraft, Boeing *** at the time of delivery of each such Aircraft *** in an *** (the 737-724 ***). The 737-724 *** is subject to the *** as *** the *** at *** of delivery. The 737-724 *** is *** of ***, the 737-724 *** and the 737-724 ***. The 737-724 *** shall be *** to an *** and *** the 737-724 *** to the Aircraft *** the 737-724 *** (as defined below). Such 737-724 *** may be used by *** for the *** of Boeing *** and *** or *** to the *** at the time of delivery of the applicable Aircraft. The 737-724 *** shall be *** to the 737-724 *** the *** of the 737-724 ***. The 737-724 *** may be used by *** for the *** from *** of *** delivered any time after the *** of such 737-724 *** where Boeing (or an wholly owned subsidiary) *** a *** of *** to Buyer. The 737-724 *** shall be *** for the first four 737-724 Aircraft and *** for all of the *** 737-724 Aircraft, provided that such *** with respect to any Aircraft may be *** or *** to any *** to the Aircraft *** upon *** of *** at least *** days prior to delivery of such Aircraft. |
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| | P.A. No. 1951 | | | | | | | | | | SA 64 |
| | | | BOEING / UNITED AIRLINES, INC. PROPRIETARY | | |
United Airlines, Inc.
6-1162-GOC-131R14 Page 2
Each 737-724 *** shall be *** by Boeing, ***, until *** the *** of a new Boeing aircraft. If any 737-724 *** has not been *** the *** of a New Boeing Aircraft on or prior to ***, such *** will be *** to a ***. The *** for *** will be *** as *** per each ***, or portion thereof, of each *** 737-724 ***. The *** for *** will be *** as *** per each ***, or portion thereof, of each *** 737-724 ***. The *** of the *** may be changed by mutual agreement by Boeing and Buyer.
Boeing will not *** for Buyer’s *** to *** a 737-724 *** for any reason, including but not limited to any ***, whether *** or not.
1.2Model 737-824 Aircraft. In consideration of Buyer’s purchase of Model 737-824 Aircraft, Boeing *** at the time of delivery of each such Aircraft *** in an *** (the 737-824 ***). The 737-824 *** is subject to the *** as *** the Aircraft price at *** of delivery. The 737-824 *** is *** of ***, the 737-824 *** and the 737-824 ***.
The 737-824 *** shall be *** to an *** and *** the 737-824 *** to the Aircraft *** the 737-824 *** (as defined below). Such 737-824 *** may be used by *** for the *** of Boeing *** and *** or *** to the *** at the time of delivery of the applicable Aircraft.
The 737-824 *** shall be *** to the 737-824 *** the *** of the 737-824 ***. The 737-824 *** may be used by *** for the *** from *** of *** delivered any time after the *** of such 737-824 *** where Boeing (or an wholly owned subsidiary) *** a *** of *** to Buyer. The 737-824 *** shall be ***, provided that such *** with respect to any Aircraft may be *** or *** to any *** to the Aircraft *** upon *** of *** at least *** days prior to delivery of such Aircraft.
Each 737-824 *** shall be *** by Boeing, ***, until *** the *** of a new Boeing *** has not been *** the *** of a New Boeing Aircraft on or prior to ***, such *** will be *** to a ***. The *** for *** will be *** as *** per each ***, or portion thereof, of each *** 737-824 ***. The *** for *** will be calculated as *** per each ***, or portion thereof, of each *** 737-824 ***. The *** of the *** may be changed by mutual agreement by Boeing and Buyer.
Boeing will not *** for Buyer’s *** to *** a 737-824 *** for any reason, including but not limited to any ***, whether *** or not.
1.3Model 737-624 Aircraft. In consideration of Buyer’s purchase of Model 737-624 Aircraft, Boeing *** at the time of delivery of each such Aircraft ***, a *** in an *** (as *** described in Article *** of the Agreement) The *** is subject to the *** as *** the *** at *** of delivery and may be used by *** for the *** of Boeing *** and *** or *** to the *** at the time of delivery.
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| | P.A. No. 1951 | | | | | | | | | | SA 64 |
| | | | BOEING / UNITED AIRLINES, INC. PROPRIETARY | | |
United Airlines, Inc.
6-1162-GOC-131R14 Page 3
1.4Model 737-524 Aircraft. In consideration of Buyer’s purchase of Model 737-524 Aircraft, Boeing *** at the time of delivery of each such Aircraft ***, a *** in an *** (as *** is described in Article *** of the Agreement). The *** is subject to the *** as *** the *** at *** of delivery and may be used by *** for the *** of Boeing *** and *** or *** to the *** at the time of delivery.
1.5Model 737-324 Aircraft. Should Buyer elect to ***, Boeing *** at the time of delivery of each such Aircraft a *** in an *** (as *** is described in Article *** of the Agreement). The *** is subject to the *** as *** the *** at *** of delivery and may be used by *** for the *** of Boeing *** and *** or *** to the *** at the time of delivery.
1.6Model 737-924 Aircraft. In consideration of Buyer’s purchase of Model 737-924 Aircraft, Boeing *** at the time of delivery of each such Aircraft ***, and Model 737-924 *** as defined in Letter Agreement 6-1162-GOC-136, *** in an *** of the *** (the 737-924 ***). The 737-924 *** is subject to the *** as *** the *** at *** of delivery. The 737-924 *** is *** of ***, the 737-924 *** and the 737-924 ***.
The 737-924 *** shall be *** (not less than *** and not to exceed the 737-924 ***) *** (as defined below). Such 737-924 *** may be used by *** for the *** of Boeing *** and *** or *** to the *** at the time of delivery of the applicable Aircraft.
The 737-924 *** shall be *** the 737-924 *** the *** of the 737-924 ***. The 737-924 *** may be used by *** for the *** from Boeing of *** delivered any time after the *** of such 737-924 *** where Boeing (or an wholly owned subsidiary) *** a *** of *** to Buyer. The 737-924 *** shall be ***, provided that such amount with respect to any Aircraft may be *** or *** to any *** to the Aircraft *** upon *** of *** at least *** days prior to delivery of such Aircraft.
Each 737-924 *** shall be *** by Boeing, ***, until *** the *** of a new Boeing aircraft. If any 737-924 *** has not been *** the *** of a New Boeing Aircraft on or prior to ***, such *** will be *** to a ***. The *** for *** will be *** as *** per each ***, or portion thereof, of each *** 737-924 ***. The *** for *** will be *** as *** per each ***, or portion thereof, of each *** 737-924 ***. The *** of the *** may be changed by mutual agreement by Boeing and Buyer.
Boeing will not *** for Buyer’s *** to *** a 737-924 *** for any reason, including but not limited to any ***, whether *** or not.
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| | P.A. No. 1951 | | | | | | | | | | SA 64 |
| | | | BOEING / UNITED AIRLINES, INC. PROPRIETARY | | |
United Airlines, Inc.
6-1162-GOC-131R14 Page 4
In consideration of Buyer’s acceptance of revisions to Letter Agreement 6-1162-MMF-311R4, “***”, and in consideration of Buyer’s acceptance of the inclusion of *** in Exhibit A-5, “Aircraft Configuration Relating to Boeing Model 737-924 Aircraft”, Boeing shall *** at the time of delivery of each of the *** 737-924 Aircraft, a *** in ***, expressed in ***. The *** is subject to the *** as *** the *** at *** of delivery and may be used by *** for the *** of Boeing *** and *** or *** to the *** at the time of delivery.
1.7737-924ER Aircraft ***.
Boeing has introduced the 737-900 extended range aircraft (the 737-924ER Aircraft). In consideration of Buyer’s purchase of Model 737-924ER Aircraft, Boeing shall *** at the time of delivery of each such Aircraft, a ***. The *** is subject to the *** that will be *** the 737-924ER *** at time of delivery and may be used by *** for the *** of Boeing *** and *** or *** to the *** at the time of delivery of the concerned 737-924ER Aircraft.
1.8***
For Model 737-724, 737-824, and 737-924ER Aircraft delivering in the years specified as follows, Boeing shall *** at the time of delivery of each such Aircraft ***, a ***:
| | | | |
Model | | Applicable Delivery Year | | *** |
| 737-724 | | *** | | *** |
| 737-824 | | *** | | *** |
| 737-824 | | *** | | *** |
| 737-824 | | *** | | *** |
| 737-924ER | | *** | | *** |
The *** is subject to the *** as *** the *** at time of delivery. Such *** may be used by *** for the *** of Boeing *** and *** or *** to the *** at the time of delivery of the applicable Aircraft. The *** may not, however, be used for the***.
***
1.9***.
Specifically only to the *** Model 737-*** Aircraft ***, Boeing shall *** at the time of delivery of each such Aircraft, a *** in an ***.
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| | P.A. No. 1951 | | | | | | | | | | SA 64 |
| | | | BOEING / UNITED AIRLINES, INC. PROPRIETARY | | |
United Airlines, Inc.
6-1162-GOC-131R14 Page 5
The *** is subject to the *** as *** the *** at time of delivery. Such *** may be used by *** for the *** of Boeing *** and *** or *** to the *** at the time of delivery of the applicable Aircraft. The *** may not, however, be used for the ***.
1.10***
For Buyer’s 737NG fleet, as well as any 737NG Aircraft delivering to Buyer before the ***.
1.11***.
In consideration of Buyer configuring and taking delivery of the following *** 737NG aircraft ***, Boeing will issue to Buyer a *** at delivery of each such aircraft in the *** set forth in the below table (***). The *** is *** in ***, as indicated in the below table, and will be *** the scheduled month of the respective 737NG aircraft delivery pursuant to the *** set forth in the applicable 737NG purchase agreement for such aircraft. At the election of Buyer, the *** may be (i) *** against the *** of the respective aircraft at the time of delivery, or (ii) used for the *** of other Boeing *** and *** (but shall not be ***).
| | | | | | | | | | |
Aircraft Model | | Scheduled
Delivery | | Serial Number | | Purchase
Agreement | | Base Year | | *** |
737-800 | | *** | | *** | | *** | | *** | | *** |
737-800 | | *** | | *** | | *** | | *** | | *** |
737-800 | | *** | | *** | | *** | | *** | | *** |
737-800 | | *** | | *** | | *** | | *** | | *** |
737-800 | | *** | | *** | | *** | | *** | | *** |
737-800 | | *** | | *** | | *** | | *** | | *** |
737-900ER | | *** | | *** | | *** | | *** | | *** |
737-900ER | | *** | | *** | | *** | | *** | | *** |
737-900ER | | *** | | *** | | *** | | *** | | *** |
737-900ER | | *** | | *** | | *** | | *** | | *** |
737-900ER | | *** | | *** | | *** | | *** | | *** |
737-900ER | | *** | | *** | | *** | | *** | | *** |
1.12***.
In consideration of (i) Buyer purchasing *** model 737-*** Aircraft *** and(ii) Buyer accepting Boeing proposal 6-1131-CMM-DSH-12970 and 6-1131-CMM-DSH-12726 ***, Boeing will *** a *** on ***, in the ***. The *** may be applied to invoices for *** (including ***).
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| | P.A. No. 1951 | | | | | | | | | | SA 64 |
| | | | BOEING / UNITED AIRLINES, INC. PROPRIETARY | | |
United Airlines, Inc.
6-1162-GOC-131R14 Page 6
1.13737-900ER ***.
In consideration of Customer purchasing *** model 737-*** Aircraft ***, Boeing will *** to Buyer a *** at delivery of each 737-900ER aircraft ***737-900ER ***. The 737-900ER *** is *** in ***, and will be *** the scheduled month of the respective 737-900ER aircraft delivery pursuant to the *** set forth in *** for such aircraft. The 737-900ER *** may, at the election of Buyer, be (i) *** against the *** of the respective aircraft at the time of delivery, or (ii) used for the *** of other Boeing *** and *** (but shall not be ***).
1.14***.
In consideration of Buyer purchasing *** model 737-*** Aircraft ***, Boeing will *** to Buyer a *** at delivery of each ***, which are scheduled to deliver after ***. The *** is ***, and will be *** the scheduled month of the respective *** aircraft delivery pursuant to the *** set forth in the *** for such aircraft. At the election of Buyer, the *** may be (i) *** against the *** of the respective aircraft at the time of delivery, or (ii) used for the *** of other Boeing *** and *** (but shall not be ***).
| 2. | *** Advance Payment Schedule. |
2.1Firm Aircraft. Notwithstanding the *** of the Agreement, Buyer ***, for Aircraft on firm order ***.
***
2.2Option Aircraft and follow-on Firm Aircraft. Notwithstanding the *** of the Agreement, Buyer *** for all Option Aircraft and follow-on Firm Aircraft.
***
3.1 Buyer agrees that if there is *** under (i) the Purchase Agreement ***, then Boeing may, with ten calendar days written notice *** the Purchase Agreement***
3.2 In the event Boeing ***
3.3 For all purposes of this Article 3, including without limitation, ***
3.4 Notwithstanding Article 3.1, Boeing ***
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| | P.A. No. 1951 | | | | | | | | | | SA 64 |
| | | | BOEING / UNITED AIRLINES, INC. PROPRIETARY | | |
United Airlines, Inc.
6-1162-GOC-131R14 Page 7
4.1*** Firm Aircraft. Buyer agrees to *** of this Letter Agreement at a ***. Such ***
4.2*** Firm Aircraft Serial Numbers: 37101, 36599, 33537, 36600, 31659, 37102.Boeing agrees to ***.
4.2*** Firm Aircraft Incorporated by Supplemental Agreement 5. Buyer agrees to *** pursuant to Article 2.1 of this Letter Agreement for ***.
4.3Interest Rate for Firm Aircraft Incorporated by Supplemental Agreement 57, delivering ***. Buyer agrees to ***pursuant to Article 2.1 of this Letter Agreement ***
4.4*** 737 Aircraft Delivering in ***. Buyer agrees to *** pursuant to Article 2.3 of this Letter Agreement for Aircraft with scheduled deliveries in ***For all 737-*** Aircraft with scheduled delivery dates *** Article 4.3 of this Letter Agreement.
4.5 *** Option Aircraft. Buyer agrees to *** pursuant to Article 2.2 of this Letter Agreement ***.
4.6Delivery ***. If the delivery of any Aircraft ***, then *** in respect of such Aircraft *** delivery of the Aircraft. *** set forth in Article 3.1 of this Letter Agreement *** the delivery date of the Aircraft***.
4.7Boeing ***. Boeing shall *** to Buyer, not less than *** days prior to the *** for each Aircraft *** with respect to other aircraft in other purchase agreements between Buyer and Boeing.
5.1Option*** a Model 737-624, 737-724, 737-824, 737-924 or 737-924ER Option Aircraft.
5.2Option Aircraft*** Boeing agrees that the *** Option Aircraft.
6.1Model 737-*** Aircraft. Buyer *** Model 737-*** Aircraft *** delivering in *** or later. Buyer’s *** Boeing *** delivery of each Aircraft.
6.2Model 737-*** Aircraft. Buyer *** Model 737-*** Aircraft delivering in *** or later. Buyer’s *** Boeing *** delivery of each Aircraft.
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| | P.A. No. 1951 | | | | | | | | | | SA 64 |
| | | | BOEING / UNITED AIRLINES, INC. PROPRIETARY | | |
United Airlines, Inc.
6-1162-GOC-131R14 Page 7
6.3Model 737-*** Aircraft. Buyer *** Model 737-*** Aircraft. Buyer’s *** delivery of each Aircraft *** the Model 737-***. If *** the Model 737-*** the Model 737-*** NOTE – as Boeing *** the Model 737-***, this Article 6.3 is no longer applicable.
6.4Model 737-*** Aircraft. Buyer *** Model 737-***Aircraft delivering in *** or later, or prior to *** if mutually agreed. Buyer’s *** Boeing *** delivery of each Aircraft. *** the 737-*** acceptable if mutually agreed by both parties.
6.5Model 737-*** Aircraft. Buyer *** Model *** Aircraft. Buyer’s *** to delivery of each Aircraft. *** be acceptable if mutually agreed by both parties.
6.6*** Model 737-824 Aircraft. *** Model 737-824 Aircraft *** delivery of each Model737-824 Aircraft. *** Model 737-824 Aircraft.
6.7*** Model 737-924ER Aircraft. *** Model 737-924ER Aircraft *** delivery of each Model 737-924ER Aircraft. *** Model 737-924ER Aircraft.
6.8*** Aircraft. Boeing and Buyer agree that for *** Aircraft scheduled for delivery between *** and ***, a copy of which has been sent to Buyer.
Buyer may not assign the *** described in this Letter Agreement without Boeing’s prior written consent ***.
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| | P.A. No. 1951 | | | | | | | | | | SA 64 |
| | | | BOEING / UNITED AIRLINES, INC. PROPRIETARY | | |
United Airlines, Inc.
6-1162-GOC-131R14 Page 9
| 8. | Confidential Treatment. |
Boeing and Buyer understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Buyer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. CAL-PA-1951-LA-1209110.
| | |
| Very truly yours, |
|
| THE BOEING COMPANY |
| |
| By | | /s/ Patrick McKelvey |
| Its | | Attorney-in-Fact |
|
| ACCEPTED AND AGREED TO this |
| |
| Date: | | June 12, 2015 |
|
| UNITED AIRLINES, INC. |
| |
| By | | /s/ Gerald Laderman |
| Its | | Senior Vice President – Finance, Procurement and Treasurer |
| | | | | | | | | | | | |
| | P.A. No. 1951 | | | | | | | | | | SA 64 |
| | | | BOEING / UNITED AIRLINES, INC. PROPRIETARY | | |
