Exhibit 10.39
-------------
Supplemental Agreement No. 7
to
Purchase Agreement No. 1663
between
The Boeing Company
and
UNITED AIR LINES, INC.
Relating to Boeing Model 777-222 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 6th day
of November, 1998, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation, (hereinafter called Buyer);
W I T N E S S E T H:
-------------------
WHEREAS, the parties hereto entered into an agreement dated
as of December 18, 1990, relating to Boeing Model 777-222
aircraft (hereinafter referred to as the "Aircraft"), which
agreement, as amended, together with all exhibits and
specifications attached thereto and made a part thereof which is
hereinafter called the "Purchase Agreement" and;
WHEREAS, Buyer wishes to purchase an additional ten (10)
Model 777-222 "B" market aircraft and six (6) Model 777-222 "A"
Market aircraft pursuant to Letter Agreement No. 6-1162-MDH-770;
WHEREAS, Boeing wishes to restate the Specification for the
Model 777-222 "A" Market Aircraft in its new DCAC system of
stating and controlling aircraft specifications, as opposed to
its old Legacy system;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree to supplement the
Purchase Agreement as follows:
P.A. No. 1663 S7-1 SA7
Supplemental Agreement No. 7
Purchase Agreement No. 1663
1. In the TABLE OF CONTENTS the title of EXHIBIT D is revised
to read:
"Price Adjustment Due to Economic
Fluctuations - Airframe and Engine
Block A "A" Market Aircraft, Block A "B" Market
Aircraft and Block B "B" Market Aircraft"
2. In the TABLE OF CONTENTS following EXHIBIT D Price
Adjustment Due to Economic Fluctuations - Airframe and Engine
Block A "A" Market Aircraft, Block A "B" Market Aircraft and
Block B "B" Market Aircraft add the following:
"EXHIBIT D-1 "Price Adjustment Due to Economic
Fluctuations - Airframe and Engine
Block B "A" Market Aircraft and
Block C "B" Market Aircraft"
3. Article 1.1.1 is revised as follows:
(a) in the first sentence, the words, "twenty-two
(22)" are inserted in lieu of the words "sixteen
(16)";
(b) in the second sentence, after the words
"collectively as" insert the words "Block A
"A" Market Aircraft and Block B "A" Market
Aircraft";
(c) in the third sentence insert the words "Block A
"A" Market" before the word "Aircraft";
(d) after the third sentence, add a new sentence,
"The Block B "A" Market Aircraft will be
manufactured by Boeing in accordance with
Boeing Detail Specification [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT], Original
Release, dated September 15, 1998 (as modified
and described in Exhibit A-3 attached hereto)
as it may be modified from time to time in
accordance with the terms and conditions of
Article 7 herein.";
(e) at the end of what used to be the fourth
sentence and is now the fifth sentence, add
"the Block B "A" Market Aircraft, as the case
may be."
4. Article 1.1.2 is revised as follows:
(a) in the first sentence, the words "thirty
(30)" are inserted in lieu of the words
"twenty (20)";
P.A. No. 1663 S7-2 SA7
Supplemental Agreement No. 7
Purchase Agreement No. 1663
(b) in the second sentence, the words "Block C "B"
Market Aircraft" are inserted after the words "Block B "B" Market
Aircraft."
5. In Article 2, Paragraph 2.1 Time of Delivery, the sub-
heading entitled "A" Market Aircraft" in the delivery schedule is
revised to read:
"A" Market Aircraft
Block A "A" Market Aircraft"
6. In Article 2, Paragraph 2.1 Time of Delivery, following
the delivery schedule for the Block "A" A Market Aircraft, add
the following delivery schedule for the Block B "A" Market
Aircraft:
Block B "A" Market Aircraft
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
7. In Article 2, Paragraph 2.1, Time of Delivery, following
the delivery schedule for the Block B "B" Market Aircraft, add
the following delivery schedule for the Block C "B" Market
Aircraft:
Block C "B" Market Aircraft
March 1999 One (1)
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
8. Article 3.1.1 is revised as follows:
The title is revised to read "Basic Price of the Block A
"A" Market Aircraft" and the words "Block A" are inserted before
the words "A" Market" in the first sentence.
P.A. No. 1663 S7-3 SA7
Supplemental Agreement No. 7
Purchase Agreement No. 1663
9. A new Paragraph 3.1.4 is added to the Purchase Agreement
which reads as follows:
"3.1.4 Basic Price for the Block B "A" Market
Aircraft. The basic price for each of the Block B "A" Market
Aircraft shall be equal to the sum of (i) [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] plus
the price of the engines, [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for a total of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] (which includes the price effects of all
Change Orders through Change Order 10A) and (ii) such price
adjustments applicable to such Block B "A" Market Aircraft as may
be made pursuant to the provisions of this Agreement, including
Article 7 (Changes to Detail Specification) and Article 8 (FAA
Requirements) or other written agreements executed by Buyer and
Boeing."
10. A new Paragraph 3.1.5 is added to the Purchase Agreement
which reads as follows:
"3.1.5 Basic Price for the Block C "B" Market
Aircraft. The basic price of each of the Block C "B" Market
Aircraft shall be equal to the sum of (i) [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for
a total of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] (which includes the price effects of
all Change Orders through Change Order 9A) [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] and (ii) such price adjustments applicable to such
Block C "B" Market Aircraft as may be made pursuant to the
provisions of this Agreement, including Article 7 (Changes to
Detail Specification) and Article 8 (FAA Requirements) or other
written agreements executed by Buyer and Boeing."
11. Article 3.2 Purchase Price is revised to read:
"The purchase price of each Aircraft shall be equal
to the sum of the following items as determined at the time of
such Aircraft delivery; (i) the Basic Price of the Block A "A"
Market Aircraft, Block B "A" Market Aircraft, Block A "B" Market
Aircraft, Block B "B" Market Aircraft or Block C "B" Market
Aircraft as applicable, (ii) the Airframe and Engine Price
Adjustments to be determined pursuant to Exhibit D (Price
Adjustment Due to Economic Fluctuations - Airframe and Engine -
Block A "A" Market Aircraft, Block A "B" Market Aircraft and
Block B "B" Market Aircraft) or Exhibit D-1 (Price Adjustment Due
to Economic Fluctuations - Airframe and Engine (Block B "A"
Market Aircraft and Block C "B" Market Aircraft) attached hereto
or the applicable provisions determined in Article 3.1 above, and
(iii) such price adjustments
P.A. No. 1663 S7-4 SA7
Supplemental Agreement No. 7
Purchase Agreement No. 1663
applicable to such Aircraft as may be made pursuant to the
provisions of this Agreement, including Exhibit E (Buyer
Furnished Equipment Document) or other written agreements
executed by Boeing and Buyer (the "Purchase Price")."
12. [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
(a) For future [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], plus such
price adjustments applicable to such "Airframe & Special Features
as may be made pursuant to the provisions of this Agreement,
including Exhibit E (Buyer Furnished Equipment Document) or other
written agreements executed by Boeing and Buyer, and
(b) For future [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], plus such
price adjustments applicable to such "Airframe & Special Features
as may be made pursuant to the provisions of this Agreement,
including Exhibit E (Buyer Furnished Equipment Document) or other
written agreements executed by Boeing and Buyer.
13. In Article 5, Paragraph 5.1 Advance Payment Base Price,
the heading entitled "A" Market Aircraft" in the schedule set
forth is revised to read:
"Block A "A" Market Aircraft"
14. In Article 5, Paragraph 5.1, Advance Payment Base Price,
following the schedule of Advance Payment Base Prices for the
Block A "A" Market Aircraft, add the following schedule of
Advance Payment Base Prices for the Block B "A" Market Aircraft.
"Block B "A" Market Aircraft"
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1663 S7-5 SA7
Supplemental Agreement No. 7
Purchase Agreement No. 1663
15. In Article 5, Paragraph 5.1, Advance Payment Base Price,
following the schedule of Advance Payment Base Prices for the
Block B "B" Market Aircraft, add the following schedule of
Advance Payment Base Prices for the Block C "B" Market Aircraft.
"Block C "B" Market Aircraft"
March 1999
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
16. A new Exhibit A-3 is added to the Purchase Agreement,
which is attached to this Supplemental Agreement. [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
P.A. No. 1663 S7-6 SA7
Supplemental Agreement No. 7
Purchase Agreement No. 1663
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
17. EXHIBIT D-1 Price Adjustment Due to Economic Fluctuations
- - Airframe and Engine Block B "A" Market Aircraft and Block C "B"
Market Aircraft set forth as Attachment A hereto is added to the
Purchase Agreement.
18. Letter Agreement 6-1162-RCN-859 entitled "Certain
Contractual Matters" is revised as follows:
(a) Paragraph 1.1: The title is revised to read
"Block A "A" Market Basic Credit Memorandum - Firm Aircraft" and
the words "Block A" are inserted before the words "'A' Market" in
the first sentence;
(b) Paragraph 1.1.1: The title is revised to read
"Block A and Block B "B" Market Basic Credit Memorandum - Firm
Aircraft" and the words "Block A and Block B" are inserted before
the words "'B' Market" in the first sentence;
(c) A new Paragraph 1.1.2 is added which reads as
follows:
"1.1.2 Block B "A" Market Basic Credit
Memorandum.
A basic credit memorandum will be issued by
Boeing at the time of delivery of each Block B "A" Market
Aircraft in the amount of [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
(d) A new Paragraph 1.1.3 is added which reads as
follows:
"1.1.3 Block C "B" Market Basic Credit
Memorandum.
A basic credit memorandum will be issued by
Boeing at the time of delivery of each Block C "B" Market
Aircraft in the amount of [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
(e) Paragraph 1.3: The title is revised to Read
"Block A "A" Market Special Launch Customer Credit Memo - Firm
Aircraft" and the words "Block A" are inserted before the words
"'A' Market Aircraft" in the first sentence.
P.A. No. 1663 S7-7 SA7
Supplemental Agreement No. 7
Purchase Agreement No. 1663
(f) Paragraph 1.3.1: The title is revised to read
"Block A and Block B "B" Market [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]" and the words
"Block A and Block B" are inserted before the words "'B' Market
Aircraft" in the first sentence.
(g) Paragraph 1.3.2: The title is revised to read
"Block A and Block B "B" Market [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]" and the words
"Block A and Block B" are inserted before the words "'B'
Aircraft" in the first sentence.
(h) A new Paragraph 1.3.3 is added which reads as
follows:
"1.3.3 [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]"
(i) A new Paragraph 1.3.4 is added which reads as
follows:
"1.3.4 [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]"
(j) A new Paragraph 1.3.5 is added which reads as
follows:
"1.3.5 [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]"
(k) [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(l) [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
19. Letter Agreement 6-1162-DLJ-1193 entitled "Substitution
of Performance Guarantees" is revised by deleting the existing
Attachment A and substituting the revised Attachment (attached):
P.A. No. 1663 S7-8 SA7
Supplemental Agreement No. 7
Purchase Agreement No. 1663
20. Letter Agreement 6-1162-RCN-925 entitled "'B' Market
Aircraft Performance Guarantees" is revised by deleting the
existing Attachment A and substituting the revised Attachment
(attached).
21. [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
22. This Supplemental Agreement, including all of the
Attachments, will be treated as privileged and confidential
information pursuant to the terms of Letter Agreement No. 6-1162-
DLJ-832.
The Purchase Agreement shall be deemed to be supplemented to the
extent herein provided and as so supplemented shall continue in
full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
ACCEPTED AND AGREED TO:
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. No. 1663 S7-9 SA7
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
UNITED AIR LINES, INC.
Exhibit A-3 to Purchase Agreement Number 1663
P.A. No. 1663 A-3 SA7
i
AIRCRAFT CONFIGURATION
Dated November 6, 1998
relating to
BOEING MODEL 777-222 "A" MARKET AIRCRAFT
Block B "A" Market
The Detail Specification, referred to in Article 1 of the
Purchase Agreement for the Block B "A" Market Aircraft is Boeing
Detail Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Such Detail
Specification will be amended to incorporate the applicable
specification language to reflect the effect of the changes set
forth in the Changes listed below, including the effects of such
changes on Manufacturer's Empty Weight (MEW) and Operating Empty
Weight (OEW). It is understood and agreed that the Basic Price
of the Block B "A" Market Aircraft set forth in Article 3 of this
Agreement, reflects and includes all applicable price effects of
such changes.
P.A. No. 1663 A-3 SA7
ii
Exhibit A-3 to
Purchase Agreement No. 1663
Page 1 of 6
DCAC
OPTION NO. TITLE
- --------- -----
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663 SA7
Exhibit A-3 to
Purchase Agreement No. 1663
Page 2 of 6
DCAC
OPTION NO. TITLE
- --------- -----
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663 SA7
Exhibit A-3 to
Purchase Agreement No. 1663
Page 3 of 6
DCAC
OPTION NO. TITLE
- --------- -----
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663 SA7
Exhibit A-3 to
Purchase Agreement No. 1663
Page 4 of 6
DCAC
OPTION NO. TITLE
- --------- -----
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663 SA7
Exhibit A-3 to
Purchase Agreement No. 1663
Page 5 of 6
DCAC
OPTION NO. TITLE
- --------- -----
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663 SA7
Exhibit A-3 to
Purchase Agreement No. 1663
Page 6 of 6
DCAC
OPTION NO. TITLE
- --------- -----
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663 SA7
AIRFRAME AND ENGINE PRICE ADJUSTMENT
between
THE BOEING COMPANY
and
UNITED AIR LINES, INC.
Block B "A" Market Aircraft and Block C "B" Market Aircraft
Exhibit D-1 to Purchase Agreement Number 1663
P.A. No. 1663 D-1 SA7
Exhibit D-1 Page 1
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
BLOCK B "A" MARKET AIRCRAFT AND BLOCK C "B" MARKET AIRCRAFT
(1995 Base Price)
1. Formula.
-------
The Airframe Price Adjustment will be determined at the
time of Aircraft delivery in accordance with the following
formula:
Pa = (P)(L + M - 1)
Where:
Pa = Airframe Price Adjustment
L = .65 x ECI
-----
130.1
M = .35 x ICI
-----
123.6
P = Aircraft Basic Price (as set forth in Article 3.2
of this Agreement) less the base price of Engines
(as defined in this Exhibit D-1) in the amount of:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] {Block B "A" Market Aircraft}
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] {Block C "B" Market Aircraft}
ECI = A value using the "Employment Cost Index for workers in
aerospace manufacturing" (aircraft manufacturing, standard
industrial classification code 3721, compensation, base month and
year June 1989 = 100), as released by the Bureau of Labor
Statistics, U.S. Department of Labor on a quarterly basis for the
months of March, June, September and December, calculated as
follows: A three-month arithmetic average value (expressed as a
decimal and rounded to the nearest tenth) will be determined
using the months set forth in the table below for the applicable
Aircraft, with the released Employment Cost Index value described
above for the month of March also being used for the months of
January and February; the value for June also used for April and
May; the value for September also used for July and August; and
the value for December also used for October and November.
ICI = The three-month arithmetic average of the released monthly
values for the Industrial Commodities Index as set forth in the
"Producer Prices and Price Index" (Base
P.A. No. 1663 D-1-1 SA7
Exhibit D-1 Page 2
Year 1982 = 100) as released by the Bureau of Labor Statistics,
U.S. Department of Labor values (expressed as a decimal and
rounded to the nearest tenth) for the months set forth in the
table below for the applicable Aircraft.
In determining the value of L, the ratio of ECI divided by
130.1 will be expressed as a decimal rounded to the nearest ten-
thousandth and then multiplied by .65 with the resulting value
also expressed as a decimal and rounded to the nearest ten-
thousandth.
In determining the value of M, the ratio of ICI divided by
123.6 will be expressed as a decimal rounded to the nearest ten-
thousandth and then multiplied by .35 with the resulting value
also expressed as a decimal and rounded to the nearest ten-
thousandth.
Months to be Utilized
Month of Scheduled in Determining the
Aircraft Delivery Value of ECI and ICI
- ----------------- --------------------
January June B, July B, Aug. B
February July B, Aug. B, Sept. B
March Aug. B, Sept. B, Oct. B
April Sept. B, Oct. B, Nov. B
May Oct. B, Nov. B, Dec. B
June Nov. B, Dec. B, Jan. D
July Dec. B, Jan. D, Feb. D
August Jan. D, Feb. D, Mar. D
September Feb. D, Mar. D, Apr. D
October Mar. D, Apr. D, May D
November Apr. D, May D, June D
December May D, June D, July D
The following definitions of B and D will apply:
B = The calendar year before the year in which the
Scheduled month of delivery as set forth in Article
2.1 occurs.
D = The calendar year during which the scheduled month of
delivery as set forth in Article 2.1 occurs.
2. If at any time of delivery of an Aircraft Boeing is unable
to determine the Airframe Price Adjustment because the applicable
values to be used to determine the ECI and ICI have not been
released by the Bureau of Labor Statistics, then:
2.1 The Airframe Price Adjustment, to be used at the
time of delivery of each of the Aircraft, will be determined by
utilizing the escalation provisions set forth above. The values
released by the Bureau of Labor Statistics and available to
Boeing 30 days prior to scheduled Aircraft delivery will be used
to determine the ECI and ICI values for the applicable months
P.A. No. 1663 D-1-2 SA7
Exhibit D-1 Page 3
(including those noted as preliminary by the Bureau of Labor
Statistics) to calculate the Airframe Price Adjustment. If no
values have been released for an applicable month, the provisions
set forth in Paragraph 2.2 below will apply. If prior to
delivery of an Aircraft the U.S. Department of Labor changes the
base year for determination of the ECI or ICI values as defined
above, such rebased values will be incorporated in the Airframe
Price Adjustment calculation. The payment by Buyer to Boeing of
the amount of the Purchase Price for such Aircraft, as determined
at the time of Aircraft delivery, will be deemed to be the
payment for such Aircraft required at the delivery thereof.
2.2 If prior to delivery of an Aircraft the U.S.
Department of Labor substantially revises the methodology used
for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other
corrections of previously released values), or for any reason has
not released values needed to determine the applicable Aircraft
Airframe Price Adjustment, the parties will, prior to delivery of
any such Aircraft, select a substitute for such values from data
published by the Bureau of Labor Statistics for other similar
data reported by non-governmental United States organizations,
such substitute to lead in application to the same adjustment
result, insofar as possible, as would have been achieved by
continuing the use of the original values as they may have
fluctuated during the applicable time period. Appropriate
revision of the formula will be made as required to reflect any
substitute values. However, if within 24 months from delivery of
the Aircraft the Bureau of Labor Statistics should resume
releasing values for the months needed to determine the Airframe
Price Adjustment, such values will be used to determine any
increase or decrease in the Airframe Price Adjustment for the
Aircraft from that determined at the time of delivery of such
Aircraft.
2.3 In the event escalation provisions are made non-
enforceable or otherwise rendered null and void by any agency of
the United States Government, the parties agree, to the extent
they may lawfully do so, to equitably adjust the Purchase Price
of any affected Aircraft to reflect an allowance for increases or
decreases in labor compensation and material costs occurring
since February, 1995, which is consistent with the applicable
provisions of paragraph 1 of this Exhibit D-1.
3. For the calculations herein, the values released by the
Bureau of Labor Statistics and available to Boeing 30 days prior
to scheduled Aircraft delivery will be used to determine the ECI
and ICI values for the applicable months (including those noted
as preliminary by the Bureau of Labor Statistics) to calculate
the Airframe Price Adjustment.
Note: Any rounding of a number, as required under this
- ---- Exhibit D-1 with respect to escalation of the airframe
price, will be accomplished as follows: if the first
digit of the portion to be dropped from the number to
be rounded is five or greater, the preceding digit will
be raised to the next higher number.
P.A. No. 1663 D-1-3 SA7
Exhibit D-1 Page 4
ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
BLOCK B "A" MARKET AIRCRAFT AND BLOCK C "B" MARKET AIRCRAFT
(1995 BASE PRICE)
(a) The Aircraft Basic Price of each Block B "A" Market
Aircraft and Block C "B" Market Aircraft set forth in Article 3.2
of this Agreement includes an aggregate price for engines and all
accessories, equipment and parts therefor provided by the engine
manufacturer (collectively in this Exhibit D-1 called "Engines")
of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]. The adjustment in Engine price
applicable to each Aircraft ("Engine Price Adjustment" herein)
will be determined at the time of Aircraft delivery in accordance
with the following formula:
Pa = (P)(AA + BB + CC)-P
(b) The following definitions will apply herein:
Pa = Engine Price Adjustment
P = Aggregate Engine Base Price as set forth in paragraph
(a) above.
AA = .60 x L
---------
$17.80
BB = .30 x M
---------
130.6
CC = .10 x E
---------
76.6
In determining the value of AA, BB and CC, the ratio of L divided
by $17.80, M divided by 130.6 and E divided by 76.6 will be
expressed as a decimal and rounded to the nearest ten-thousandth
but the decimal value resulting from multiplying such ratios by
the respective constants (.60, .30 and .10) will not be rounded.
The value of the sum of AA + BB + CC will also be rounded to the
nearest ten-thousandth.
L = Labor Index, which is the "Hourly Earnings of
Aircraft Engines and Engine Parts Production Workers,
SIC 3724" published by the Bureau of Labor
Statistics, U.S. Department of Labor, for the
seventh month preceding the month of scheduled
Aircraft delivery.
$17.80 = Published Labor Index (SIC 3724) for December,
1994.
P.A. No. 1663 D-1-4 SA7
Exhibit D-1 Page 5
M = Material Index, which is the "Producer Price Index -
Code 10, Metals and Metal Products," (Base Year 1982
= 100) published by the Bureau of Labor Statistics,
U.S. Department of Labor, for the seventh month
preceding the month of scheduled Aircraft delivery.
130.6 = Published Material Index (Code 10) for December,
1994.
E = Fuel Index, which is the "Producer Price Index -
Code 5, Fuels and Related Products and Power" (Base
Year 1982 = 100) published for the Bureau of Labor
Statistics, U.S. Department of Labor, for the seventh
Month preceding the month of scheduled Aircraft
Delivery.
76.6 = Published Fuel Index (Code 5) for December, 1994.
The Engine Price Adjustment will not be made if it would result
in a decrease in the aggregate Engine base price.
(c) The value of the Labor, Material and Fuel Index used in
determining the Engine Price Adjustment will be those published
by the Bureau of Labor Statistics, U.S. Department of Labor as of
a date 30 days prior to the scheduled Aircraft delivery to Buyer.
Such Index values will be considered final and no revision to the
Engine Price Adjustment will be made after Aircraft delivery for
any subsequent changes in published Index values.
(d) If the Bureau of Labor Statistics, U.S. Department of
Labor, (i) substantially revises the methodology (in contrast to
benchmark adjustments or other corrections of previously
published data), or (ii) discontinues publication of any of the
data referred to above or (iii) temporarily discontinues
publication of any of the data referred to above, Pratt & Whitney
Aircraft (P&WA) agrees to meet jointly with Boeing and Buyer and
jointly select a substitute for the revised or discontinued data,
such substitute data to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original data as it may
have fluctuated had it not been revised or discontinued.
Appropriate revision of the Engine Price Adjustment provisions
set forth above will be made to accomplish this result for
affected Engines.
In the event the Engine Price Adjustment escalation provisions of
this Agreement are made non-enforceable or otherwise rendered
null and void by any agency of the United States Government, P&WA
agrees to meet with Boeing and jointly agree, to the extent that
they may lawfully do so, to adjust equitably the purchase price
of the Engine(s) to reflect an allowance for increases in labor,
material and fuel costs that occurred from December, 1994 to the
seventh month preceding the month of scheduled delivery of the
applicable Aircraft.
NOTES: Any rounding of a number, as required under this Exhibit
D-1 with respect to escalation of the Engine price, will be
accomplished as follows: if the first digit of the portion to be
dropped from the number to be rounded is five or greater, the
preceding digit will be raised to the next higher number.
P.A. No. 1663 D-1-5 SA7
Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 1
MODEL 777-222 PERFORMANCE GUARANTEES
FOR UNITED AIR LINES, INC.
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
P.A. No. 1663
AERO-B-B111-M98-0513 SS98-0375
Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the
"Performance Guarantees") are applicable to the 777-222 Aircraft
with a maximum takeoff weight of at least 545,000 pounds, a
maximum landing weight of 445,000 pounds, and a maximum zero fuel
weight of 420,000 pounds, and equipped with Boeing furnished
PW4077 engines.
2 FLIGHT PERFORMANCE
2.1 Mission
2.1.1 Mission Payload
The payload for a stage length of [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
using the conditions and operating rules defined below, shall not
be less than the following guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL OMITTED Pounds
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
TOLERANCE: [*CONFIDENTIAL MATERIAL OMITTED Pounds
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
GUARANTEE: [*CONFIDENTIAL MATERIAL OMITTED Pounds
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Conditions and operating rules:
Stage The stage length is defined as the sum of the
Length: distances for the climb, cruise, and descent.
Takeoff: The airport altitude is 364 feet.
The airport temperature is 44 degrees Fahrenheit.
The runway length is 13,123 feet prior to
subtracting the lineup allowance.
The takeoff lineup allowance is 270 feet.
The runway slope is 0.30 percent downhill.
P.A. No. 1663
AERO-B-B111-M98-0513 SS98-0375
Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 3
The following obstacle definition is based on a
straight-out departure where obstacle height and
distance are specified with reference to the
liftoff end of the runway:
Distance Height
1. 7 feet 5 feet
2. 4282 feet 101 feet
3. 4725 feet 107 feet
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA
Regulations.
Climbout Following the takeoff to 35 feet, the Aircraft
Maneuver: accelerates to 250 KCAS while climbing to 1,500
feet above the departure airport altitude and
retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet
altitude at 250 KCAS.
The Aircraft then accelerates at a rate of climb
of 500 feet per minute to a climb speed of 315
KCAS.
The climb continues at 315 KCAS until 0.83 Mach
number is reached.
The climb continues at 0.83 Mach number to the
initial cruise altitude.
The temperature is ISA+10 degrees Celsius during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.84 Mach number.
The initial cruise altitude is 35,000 feet.
P.A. No. 1663
AERO-B-B111-M98-0513 SS98-0375
Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 4
A step climb or multiple step climbs of
4,000 feet altitude may be used when
beneficial to minimize fuel burn.
The temperature is ISA+10 degrees Celsius during cruise.
The cruise thrust is not to exceed maximum
cruise thrust except during a step climb when
maximum climb thrust may be used.
Descent: The Aircraft descends from the final cruise
altitude at 0.83 Mach number until 300 KCAS is
reached.
The descent continues at 300 KCAS to an altitude
of 10,000 feet. At that altitude the Aircraft
decelerates to 250 KCAS.
The descent continues at 250 KCAS to an altitude
of 1,500 feet above the destination airport
altitude.
Throughout the descent, the cabin pressure will
be controlled to a maximum rate of descent
equivalent to 300 feet per minute at sea level.
The temperature is ISA+10 degrees Celsius during descent.
Approach The Aircraft decelerates to the final approach
and speed while extending landing gear and flaps,
Landing then descends and lands.
Maneuver:
The destination airport altitude is 667 feet.
Fixed For the purpose of this guarantee and for the
Allow- purpose of establishing compliance with this
ances: guarantee, the following shall be used as fixed
quantities and allowances:
Taxi-out:
Fuel 570 Pounds
Takeoff and Climbout Maneuver:
Fuel 1,490 Pounds
Distance 0 Nautical Miles
P.A. No. 1663
AERO-B-B111-M98-0513 SS98-0375
Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 5
Approach and Landing Maneuver:
Fuel 520 Pounds
Taxi-in (shall be consumed from the reserve
fuel):
Fuel 290 Pounds
Usable reserve fuel remaining upon completion of
the approach and landing maneuver: 20,000
Pounds
2.1.2 Operational Empty Weight Basis
The Operational Empty Weight (OEW) derived in
Paragraph 2.1.3 is the basis for the mission guarantee
of Paragraph 2.1.1.
P.A. No. 1663
AERO-B-B111-M98-0513 SS98-0375
Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 6
2.1.3 777-222 Weight Summary of United Air Lines, Inc.
Pounds
------
Customer Configuration specification MEW [*CONFIDENTIAL
Configuration Specification [*CONFIDENTIAL MATERIAL
MATERIAL OMITTED AND FILED SEPARATELY OMITTED AND
WITH THE SECURITIES AND EXCHANGE FILED SEP-
COMMISSION PURSUANT TO A REQUEST ARATELY WITH
FOR CONFIDENTIAL TREATMENT] THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
292 (12F/49C/231Y) Passengers
PW4077 Engine
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Maximum Taxi Weight
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Fuel Capacity
Changes for United Air Lines, Inc.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED [*CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND EXCHANGE MATERIAL OMITTED
COMMISSION PURSUANT TO A REQUEST FOR AND FILED
CONFIDENTIAL TREATMENT] SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
United Air Lines, Inc. Manufacturer's Empty
Weight (MEW)* [*CONFIDENTIAL
MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
Standard and Operational Items Allowance [*CONFIDENTIAL
(Paragraph 2.1.4) MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
United Air Lines, Inc. Operational Empty
Weight (OEW) [*CONFIDENTIAL
MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
Quantity Pounds Pounds
*Seat Weight Included: [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREAT-
MENT]
First Class Doubles
Business Class Doubles
Business Class Triples
Economy Class Doubles
Economy Class Quadruples
Economy Class Quintuples
P.A. No. 1663
AERO-B-B111-M98-0513 SS98-0375
Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 7
2.1.4 Standard and Operational Items Allowance
Qty Pounds Pounds Pounds
Standard Items Allowance [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE
Unusable Fuel SECURITIES AND EXCHANGE
Oil COMMISSION PURSUANT TO A
Oxygen Equipment REQUEST FOR CONFIDENTIAL
Passenger Portable TREATMENT]
Miscellaneous Equipment
First Aid Kits
Crash Axe
Megaphones
Flashlights
Fire Gloves
Smoke Goggles
Smoke Hoods
Medical Kit
Galley Structure & Fixed Inserts
Operational Items Allowance
Crew and Crew Baggage
Flight Crew
Cabin Crew
Catering Allowance
[*CONFIDENTIAL MATERIAL
OMITTED AND FILED
SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL
TREATMENT]
First Class
Business Class
Economy Class
Passenger Service Equipment
Potable Water
Waste Tank Disinfectant
Emergency Equipment
Slide Rafts
Passenger Life Vests
Flight Crew Life Vests
Locator Transmitter
Cargo System
LD-3 Containers
Total Standard and Operational Allowance
P.A. No. 1663
AERO-B-B111-M98-0513 SS98-0375
Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 8
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed not to
exceed the [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
4 AIRCRAFT CONFIGURATION
4.1 The guarantees contained in this Attachment are based on
the Aircraft configuration as defined in Revision H of Detail
Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] (hereinafter referred to
as the Detail Specification). Appropriate adjustment shall be
made for changes in such Detail Specification approved by the
Customer and Boeing or otherwise allowed by the Purchase
Agreement which cause changes to the flight performance and/or
weight and balance of the Aircraft. Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the
guarantees.
4.2 The guarantee payload of Paragraph 2.1.1 will be adjusted
by Boeing for the effect of the following on OEW and the
Manufacturer's Empty Weight guarantee of Section 3 will be
adjusted by Boeing for the following in its evidence of
compliance with the guarantees:
(1) Changes to the Detail Specification including
Change Requests, Change Orders, Optional Features or any other
changes mutually agreed upon between the Customer and Boeing or
otherwise allowed by the Purchase Agreement.
(2) The difference between the component weight
allowances given in Appendix IV of the Detail Specification and
the actual weights.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the ICAO
International Standard Atmosphere (ISA) and specified variations
therefrom; altitudes are pressure altitudes.
5.2 The FAA Regulations (FAR) referred to in this Attachment
are, unless otherwise specified, the 777-200 Certification Basis
regulations specified in the Type Certificate Data Sheet
T-00001SE, Revision 4, dated April 18, 1996.
5.3 In the event a change is made to any law, governmental
regulation or requirement, or in the interpretation of any such
law, governmental
P.A. No. 1663
AERO-B-B111-M98-0513 SS98-0375
Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 9
regulation or requirement that affects the certification basis
for the Aircraft as described in Paragraph 5.2, and as a result
thereof, a change is made to the configuration and/or the
performance of the Aircraft in order to obtain certification, the
guarantees set forth in this Attachment shall be appropriately
modified to reflect any such change.
5.4 The takeoff portion of the mission guarantee is based on
hard surface, level and dry runway with no wind or obstacles, no
clearway or stopway, 235 mph tires, with anti-skid operative, and
with the Aircraft center of gravity at the most forward limit
unless otherwise specified. The takeoff performance is based on
no engine bleed for air conditioning or thermal anti-icing and
the Auxiliary Power Unit(APU) turned off unless otherwise
specified. Unbalanced field length calculations and the improved
climb performance procedure will be used for takeoff as required.
5.5 The climb, cruise and descent portions of the mission
guarantee include allowances for normal power extraction and
engine bleed for normal operation of the air conditioning system.
Normal electrical power extraction shall be defined as not less
than a 212 kilowatts total electrical load. Normal operation of
the air conditioning system shall be defined as pack switches in
the "Auto" position, the temperature control switches in the
"Auto" position that results in a nominal cabin temperature of
75 degrees Fahrenheit, and all air conditioning systems operating
normally. This operation allows a maximum cabin pressure differential
of 8.6 pounds per square inch at higher altitudes, with a nominal
Aircraft cabin ventilation rate of 7,600 cubic feet per minute
including passenger cabin recirculation (nominal recirculation is
50 percent). The APU is turned off unless otherwise specified.
5.6 The climb, cruise and descent portions of the mission
guarantee are based on an Aircraft center of gravity location as
determined by Boeing, not to be aft of 30 percent of the mean
aerodynamic chord.
5.7 Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound and a fuel density of
6.70 pounds per U.S. gallon.
6 GUARANTEE COMPLIANCE
6.1 Compliance with the guarantees of Sections 2 and 3 shall
be based on the conditions specified in those sections, the
Aircraft configuration of Section 4 and the guarantee conditions
of Section 5.
P.A. No. 1663
AERO-B-B111-M98-0513 SS98-0375
Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 10
6.2 Compliance with the takeoff portion of the mission
guarantee shall be based on the FAA approved Airplane Flight
Manual for the Model 777-200.
6.3 Compliance with the climb, cruise and descent portions of
the mission guarantee shall be established by calculations based
on flight test data obtained from an aircraft in a configuration
similar to that defined by the Detail Specification.
6.4 [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
6.5 Compliance with the Manufacturer's Empty Weight guarantee
shall be based on information in the "Weight and Balance Control
and Loading Manual - Aircraft Report."
6.6 The data derived from tests shall be adjusted as required
by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering
practices to show compliance with these guarantees.
6.7 Compliance shall be based on the performance of the
airframe and engines in combination, and shall not be contingent
on the engine meeting its manufacturer's performance
specification.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the
Aircraft are those set forth in this Attachment.
P.A. No. 1663
AERO-B-B111-M98-0513 SS98-0375
Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 1
MODEL 777-222ER PERFORMANCE GUARANTEES
FOR UNITED AIR LINES, INC.
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
P.A. No. 1663
AERO-B-B111-M98-0520 SS98-0403
Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the
"Performance Guarantees") are applicable to the 777-222ER
Aircraft with a maximum takeoff weight of at least 624,700
pounds, a maximum landing weight of 460,000 pounds, and a maximum
zero fuel weight of 430,000 pounds, and equipped with Boeing
furnished PW4090 engines.
2 FLIGHT PERFORMANCE
2.1 Mission
2.1.1 Mission Payload
The payload for a stage length of [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
using the conditions and operating rules defined below, shall not
be less than the following guarantee value:
NOMINAL: [*CONFIDENTIAL MATERIAL OMITTED Pounds
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
TOLERANCE: [*CONFIDENTIAL MATERIAL OMITTED Pounds
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
GUARANTEE: [*CONFIDENTIAL MATERIAL OMITTED Pounds
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Conditions and operating rules:
Stage The stage length is defined as the sum of the
Length: distances for the climb, cruise, and descent.
Takeoff: The airport altitude is 387 feet.
The airport temperature is 46 degrees Fahrenheit.
The runway length is 11,860 feet prior to
subtracting the lineup allowance.
The takeoff lineup allowance is 270 feet.
The runway slope is 0.23 percent uphill.
P.A. No. 1663
AERO-B-B111-M98-0520 SS98-0403
Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 3
The following obstacle definition is based on a
straight-out departure where obstacle height and
distance are specified with reference to the
liftoff end of the runway:
Distance Height
1. 1641 feet 26 feet
2. 3462 feet 46 feet
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA
Regulations.
Climbout Following the takeoff to 35 feet, the Aircraft
Maneuver: accelerates to 250 KCAS while climbing to 1,500
feet above the departure airport altitude and
retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet
altitude at 250 KCAS.
The Aircraft then accelerates at a rate of climb
of 500 feet per minute to a climb speed of 315
KCAS.
The climb continues at 315 KCAS until 0.83 Mach
number is reached.
The climb continues at 0.83 Mach number to the
initial cruise altitude.
The temperature is ISA+10 degrees Celsius during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.84 Mach number.
The initial cruise altitude is 31,000 feet.
A step climb or multiple step climbs of
4,000 feet altitude may be used when beneficial
to minimize fuel burn.
P.A. No. 1663
AERO-B-B111-M98-0520 SS98-0403
Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 4
The temperature is ISA+10 degrees Celsius during cruise.
The cruise thrust is not to exceed maximum
cruise thrust except during a step climb when
maximum climb thrust may be used.
Descent: The Aircraft descends from the final cruise
altitude at 0.83 Mach number until 300 KCAS is
reached.
The descent continues at 300 KCAS to an altitude
of 10,000 feet. At that altitude the Aircraft
decelerates to 250 KCAS.
The descent continues at 250 KCAS to an altitude
of 1,500 feet above the destination airport
altitude.
Throughout the descent, the cabin pressure will
be controlled to a maximum rate of descent
equivalent to 300 feet per minute at sea level.
The temperature is ISA+10 degrees Celsius during descent.
Approach The Aircraft decelerates to the final approach
and speed while extending landing gear and flaps,
Landing then descends and lands.
Maneuver:
The destination airport altitude is 126 feet.
Fixed For the purpose of this guarantee and for the
Allow- purpose of establishing compliance with this
ances: guarantee, the following shall be used as fixed
quantities and allowances:
Taxi-out:
Fuel 570 Pounds
Takeoff and Climbout Maneuver:
Fuel 1,750 Pounds
Distance 0 Nautical Miles
Approach and Landing Maneuver:
Fuel 520 Pounds
P.A. No. 1663
AERO-B-B111-M98-0520 SS98-0403
Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 5
Taxi-in (shall be consumed from the reserve
fuel):
Fuel 290 Pounds
Usable reserve fuel remaining upon completion of
the approach and landing maneuver: 20,000
Pounds
2.1.2 Operational Empty Weight Basis
The Operational Empty Weight (OEW) derived in
Paragraph 2.1.3 is the basis for the mission guarantee
Of Paragraph 2.1.1.
P.A. No. 1663
AERO-B-B111-M98-0520 SS98-0403
Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 6
2.1.3 777-222ER Weight Summary - United Air Lines, Inc.
Pounds
Standard Model Specification MEW [*CONFIDENTIAL
Configuration Specification: [*CONFIDENTIAL MATERIAL
MATERIAL OMITTED AND FILED SEPARATELY OMITTED AND
WITH THE SECURITIES AND EXCHANGE FILED SEP-
COMMISSION PURSUANT TO A REQUEST ARATELY WITH
FOR CONFIDENTIAL TREATMENT] THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
Passengers: 305 (24F/54C/227Y) (Ref. 0130CG2707)
Engines: Two PW4084 engines rated at 84,600
Pounds thrust (Ref. 7200CG7010)
Fuel Capacity: [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] U.S. Gallons
Maximum Taxi Weight: [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] pounds
Post Configuration Specification Weight [*CONFIDENTIAL
Increase MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
Changes for: United Air Lines, Inc.
[*CONFIDENTIAL
MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
United Air Lines, Inc. Manufacturer's Empty [*CONFIDENTIAL
Weight (MEW)* MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
Standard and Operational Items Allowance [*CONFIDENTIAL
(Paragraph 2.1.4) MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
Round off -5
United Air Lines, Inc. Operational Empty [*CONFIDENTIAL
Weight (OEW) MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]
P.A. No. 1663
AERO-B-B111-M98-0520 SS98-0403
Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 7
*Weight Included in MEW:
Quantity Pounds Pounds
Seats - United Airlines [*CONFIDENTIAL MATERIAL OMITTED
Vendor Weights (Includes AND FILED SEPARATELY WITH THE
passenger telephone SECURITIES AND EXCHANGE COMMISSION
and in-seat video units) PURSUANT TO A REQUEST FOR CON-
FIDENTIAL TREATMENT]
First Class
Sleeper Doubles
Business Class
Doubles
Business Class
Triples
Business Class
Back Row
Triples
Economy Class
Front Row
Doubles
Economy Class
Doubles
Economy Class
Back Row
Doubles
Economy Class
Front Row
Quadruples
Economy Class
Quadruples
Economy Class
Back Row
Quadruples
Economy Class
Front Row
Quintuples
Economy Class
Quintuples
Economy Class
Back Row
Quintuples
Engines
Pratt & Whitney PW4090
Bare Engine plus Pratt & Whitney
engine buildup and residual fluids
P.A. No. 1663
AERO-B-B111-M98-0520 SS98-0403
Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 8
2.1.4 Standard and Operational Items Allowance
Qty Pounds Pounds Pounds
Standard Items Allowance [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE
Unusable Fuel SECURITIES AND EXCHANGE
Oil COMMISSION PURSUANT TO A
Oxygen Equipment REQUEST FOR CONFIDENTIAL
Passenger Portable TREATMENT]
Miscellaneous Equipment
First Aid Kits
Crash Axe
Megaphones
Flashlights
Smoke Goggles
Smoke Hoods
Medical Kit
Fire Gloves
Galley Structure & Fixed Inserts
Operational Items Allowance
Crew and Crew Baggage
Flight Crew
Cabin Crew
Catering Allowance [*CON-
FIDENTIAL MATERIAL
OMITTED AND FILED
SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL
TREATMENT]
First Class
Business Class
Economy Class
Passenger Service Equipment
Potable Water
Waste Tank Disinfectant
Emergency Equipment
Slide Rafts
Passenger Life Vests
Crew Life Vests
Locator Transmitter
Cargo System
Containers(LD-3)
Total Standard and Operational Items
P.A. No. 1663
AERO-B-B111-M98-0520 SS98-0403
Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 9
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed not to
exceed the [* CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
4 AIRCRAFT CONFIGURATION
4.1 The guarantees contained in this Attachment are based on
the Aircraft configuration as defined in Revision A of Detail
Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] (hereinafter referred to
as the Detail Specification). Appropriate adjustment shall be
made for changes in such Detail Specification approved by the
Customer and Boeing or otherwise allowed by the Purchase
Agreement which cause changes to the flight performance and/or
weight and balance of the Aircraft. Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the
guarantees.
4.2 The guarantee payload of Paragraph 2.1.1 will be adjusted
by Boeing for the effect of the following on OEW and the
Manufacturer's Empty Weight guarantee of Section 3 will be
adjusted by Boeing for the following in its evidence of
compliance with the guarantees:
(1) Changes to the Detail Specification including
Change Requests, Change Orders, Optional Features or any other
changes mutually agreed upon between the Customer and Boeing or
otherwise allowed by the Purchase Agreement.
(2) The difference between the component weight
allowances given in Appendix IV of the Detail Specification and
the actual weights.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the ICAO
International Standard Atmosphere (ISA) and specified variations
therefrom; altitudes are pressure altitudes.
5.2 The FAA Regulations (FAR) referred to in this Attachment
are, unless otherwise specified, the 777-200 Certification Basis
regulations specified in the Type Certificate Data Sheet
T-00001SE, Revision 4, dated April 18, 1996.
P.A. No. 1663
AERO-B-B111-M98-0520 SS98-0403
Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 10
5.3 In the event a change is made to any law, governmental
regulation or requirement, or in the interpretation of any such
law, governmental regulation or requirement that affects the
certification basis for the Aircraft as described in Paragraph
5.2, and as a result thereof, a change is made to the
configuration and/or the performance of the Aircraft in order to
obtain certification, the guarantees set forth in this Attachment
shall be appropriately modified to reflect any such change.
5.4 The takeoff portion of the mission guarantee is based on
hard surface, level and dry runway with no wind or obstacles, no
clearway or stopway, 235 mph tires, with anti-skid operative, and
with the Aircraft center of gravity at the most forward limit
unless otherwise specified. The takeoff performance is based on
no engine bleed for air conditioning or thermal anti-icing and
the Auxiliary Power Unit(APU) turned off unless otherwise
specified. Unbalanced field length calculations and the improved
climb performance procedure will be used for takeoff as required.
5.5 The climb, cruise and descent portions of the mission
guarantee include allowances for normal power extraction and
engine bleed for normal operation of the air conditioning system.
Normal electrical power extraction shall be defined as not less
than a 212 kilowatts total electrical load. Normal operation of
the air conditioning system shall be defined as pack switches in
the "Auto" position, the temperature control switches in the
"Auto" position that results in a nominal cabin temperature of
75 degrees Fahrenheit, and all air conditioning systems operating
normally. This operation allows a maximum cabin pressure differential
of 8.6 pounds per square inch at higher altitudes, with a nominal
Aircraft cabin ventilation rate of 7,600 cubic feet per minute
including passenger cabin recirculation (nominal recirculation is
50 percent). The APU is turned off unless otherwise specified.
5.6 The climb, cruise and descent portions of the mission
guarantee are based on an Aircraft center of gravity location as
determined by Boeing, not to be aft of 30 percent of the mean
aerodynamic chord.
5.7 Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound and a fuel density of
6.70 pounds per U.S. gallon.
P.A. No. 1663
AERO-B-B111-M98-0520 SS98-0403
Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 11
6 GUARANTEE COMPLIANCE
6.1 Compliance with the guarantees of Sections 2 and 3 shall
be based on the conditions specified in those sections, the
Aircraft configuration of Section 4 and the guarantee conditions
of Section 5.
6.2 Compliance with the takeoff portion of the mission
guarantee shall be based on the FAA approved Airplane Flight
Manual for the Model 777-200.
6.3 Compliance with the climb, cruise and descent portions of
the mission guarantee shall be established by calculations based
on flight test data obtained from an aircraft in a configuration
similar to that defined by the Detail Specification.
6.4 [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
6.5 Compliance with the Manufacturer's Empty Weight guarantee
shall be based on information in the "Weight and Balance Control
and Loading Manual - Aircraft Report."
6.6 The data derived from tests shall be adjusted as required
by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering
practices to show compliance with these guarantees.
6.7 Compliance shall be based on the performance of the
airframe and engines in combination, and shall not be contingent
on the engine meeting its manufacturer's performance
specification.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the
Aircraft are those set forth in this Attachment.
P.A. No. 1663
AERO-B-B111-M98-0520 SS98-0403