Exhibit 10.43
-------------
CHANGE ORDER NO. 10A
DATED November 6, 1998
TO
PURCHASE AGREEMENT NO. 1663
BETWEEN
THE BOEING COMPANY
AND
UNITED AIR LINES, INC.
THIS CHANGE ORDER PERTAINS TO BLOCK B "A"-MARKET AIRCRAFT AND
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Purchase Agreement No. 1663, dated December 18, 1990 between The
Boeing Company and United Air Lines, Inc. as previously amended
(the Agreement) is hereby further amended as follows:
I. Effect of Changes on Exhibit A-3 (Detail Specification).
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The attached Price Tabulation including the effects of the
changes listed shall be incorporated into Detail Specification
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
NOTE: The Original Release of Detail Specification
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] had not been completed at the time of
signing of this Change Order 10A. Boeing will provide such
revision within ninety (90) days of execution of this Change
Order 10A.
II. Effect of Changes on the Purchase Agreement (Except Exhibit A-3).
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The effects of the foregoing changes, except Rapid
Revisions, are as follows:
A. Delivery Schedule.
-----------------
There is no change to the Aircraft delivery schedule
as set forth in Article 2.1 of the Agreement on account of the
attached changes.
P.A. 1663
Change Order No. 10A to
Purchase Agreement No. 1663
Page 2
B. Aircraft Price.
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The Basic Price of each affected Model 777-222 "A"
Market Aircraft as set forth in Article 3 of the Agreement is
adjusted on account of the foregoing changes as follows:
Contract Delivery Month Per Aircraft Price Adjustment
[*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EX-
CHANGE COMMISSION PURSUANT
TO A REQUEST FOR CON-
FIDENTIAL TREATMENT]
______________________________ _____________________________
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
C. Advance Payment Base Price.
--------------------------
The effects of the attached Weight and Price Tabulation
are already included in the Advance Payment Base Prices set forth
in Article 5.1 of the Agreement for the affected Aircraft.
SIGNED as of the day and year first above written.
**********************
THE BOEING COMPANY UNITED AIR LINES, INC.
By /s/ Brian R. Belka By /s/ Douglas A. Hacker
------------------ ---------------------
Douglas A. Hacker
Its Attorney-in-Fact Its Senior Vice President and
---------------- -------------------------
Chief Financial Officer
P.A. 1663
Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 1 of 8
Price Tabulation
UAL Model 777-222 Aircraft
Block B "A" Market Aircraft and[*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Changes
Change Change Engineering Change
Number Title Tab Block Price
(AINs) [*CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY
WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR
CONFIDENTIAL
TREATMENT]
__________ _________ ___________ ______________
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. 1663
Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 2 of 8
Change Change Engineering Change
Number Title Tab Block Price
(AINs) [*CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY
WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR
CONFIDENTIAL
TREATMENT]
__________ _________ ___________ ______________
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. 1663
Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 3 of 8
Change Change Engineering Change
Number Title Tab Block Price
(AINs) [*CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY
WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR
CONFIDENTIAL
TREATMENT]
__________ _________ ___________ ______________
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. 1663
Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 4 of 8
Change Change Engineering Change
Number Title Tab Block Price
(AINs) [*CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY
WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR
CONFIDENTIAL
TREATMENT]
__________ _________ ___________ ______________
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. 1663
Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 5 of 8
Change Change Engineering Change
Number Title Tab Block Price
(AINs) [*CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY
WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR
CONFIDENTIAL
TREATMENT]
__________ _________ ___________ ______________
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. 1663
Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 6 of 8
Change Change Engineering Change
Number Title Tab Block Price
(AINs) [*CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY
WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR
CONFIDENTIAL
TREATMENT]
__________ _________ ___________ _______________
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. 1663
Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 7 of 8
Change Change Engineering Change
Number Title Tab Block Price
(AINs) [*CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY
WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR
CONFIDENTIAL
TREATMENT]
__________ _________ ___________ ______________
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. 1663
Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 8 of 8
Total Weight Change
Engineering Tab Block MEW OEW
[*CONFIDENTIAL (SEE NOTE 1) (SEE NOTE 1)
MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
[*CONFIDENTIAL (SEE NOTE 1) (SEE NOTE 1)
MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
NOTE 1: Weight change data was not completed at the time of
signing this Change Order. Weights will be provided to Buyer not
later than 30 days after the date of execution of this Change
Order.
Total Price Change
Engineering Tab Block Total Price Per Aircraft
[*CONFIDENTIAL MATERIAL
OMITTED AND FILED
SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL
TREATMENT]
_________________________ __________________________
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. 1663