Supplemental Agreement No. 12 to Purchase Agreement No. 3860 between The Boeing Company and United Airlines, Inc. Relating to Boeing Model 787 Aircraft
Exhibit 10.2
Supplemental Agreement No. 12
to
Purchase Agreement No. 3860
between
The Boeing Company
and
Relating to Boeing Model 787 Aircraft
UAL-PA-3860 SA-12 Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
THIS SUPPLEMENTAL AGREEMENT No. 12 (SA-12), entered into as of February 26, 2021 by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC. (Customer);
WHEREAS, the parties hereto entered into Purchase Agreement No. 3860 dated September 27, 2012, as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Boeing model 787 aircraft (Aircraft). This Supplemental Agreement is an amendment to the Purchase Agreement; and
WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to provide Customer with certain *** flexibility.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-12”) to (i) update for the revised letter agreement; and (ii) remove the letter agreement that is no longer operative.
2.Letter Agreements.
Letter Agreement UAL-PA-03860-LA-1209413R3 entitled “Special Matters” is deleted in its entirety and replaced with Letter Agreement UAL-PA-03860-LA-1209413R4 (identified by “SA-12”) to provide Customer with certain *** flexibility..
3.Miscellaneous.
Boeing and Customer agree to the *** of *** for *** under purchase agreement number 04761 as specified in Section 3.1 of Letter Agreement UAL-PA-03860-LA-1209413R4 entitled “Special Matters”.
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.
UAL-PA-3860 SA-12 Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
EXECUTED IN DUPLICATE as of the day and year first written above.
| THE BOEING COMPANY | UNITED AIRLINES, INC. | |||||||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||
| Signature | Signature | |||||||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||
| Printed Name | Printed Name | |||||||
Attorney-in-Fact | Executive Vice President and Chief Financial Officer | |||||||
| Title | Title | |||||||
UAL-PA-3860 SA-12 Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
TABLE OF CONTENTS
| ARTICLES | SA NUMBER | |||||||
| Article 1. | Quantity, Model and Description | SA-1 | ||||||
| Article 2. | Delivery Schedule | SA-1 | ||||||
| Article 3. | Price | SA-1 | ||||||
| Article 4. | Payment | SA-1 | ||||||
| Article 5. | Additional Terms | SA-1 | ||||||
| TABLE | ||||||||
| 1 | 787-*** Aircraft Delivery, Description, Price and *** | SA-7 | ||||||
| 1A. | 787-*** with GENX-1B*** Engines Aircraft Information Table | SA-11 | ||||||
| EXHIBITS | ||||||||
| A2* | 787-*** Aircraft Configuration | SA-9 | ||||||
| A3. | 787-*** Aircraft Configuration | SA-9 | ||||||
| B. | Aircraft Delivery Requirements and Responsibilities | |||||||
| * - Note: There is no Exhibit A1 in this Purchase Agreement | ||||||||
| SUPPLEMENTAL EXHIBITS | ||||||||
| AE1. | ***/Airframe and *** Features | |||||||
| BFE1. | BFE Variables for the 787-*** Aircraft | SA-7 | ||||||
| CS1. | Customer Support Document | |||||||
| EE1. | Engine ***/Engine Warranty *** | |||||||
| SLP1. | Service Life Policy Components | |||||||
P.A. 3860 TABLE OF CONTENTS, Page 1 of ▇ ▇▇-▇▇
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| TABLE OF CONTENTS, CONTINUED | ||||||||
| LETTER AGREEMENTS | SA NUMBER | |||||||
| UAL-PA-03860-LA-1209247 | 787 e-Enabling | |||||||
| UAL-PA-03860-LA-1209264 | Open Configuration Matters Completed: No longer applicable | ▇▇-▇ | ||||||
| ▇▇▇-▇▇-▇▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | ▇▇▇▇▇ Parts Initial Provisioning | |||||||
| UAL-PA-03860-LA-1209410 | Special Matters Relating to COTS Software and End User License Agreements | |||||||
| UAL-PA-03860-LA-1209411 | Special Terms – Seats and In-flight Entertainment | |||||||
| UAL-PA-03860-LA-1209417 | Model 787 Post-Delivery Software & Data Loading | |||||||
| CONFIDENTIAL LETTER AGREEMENTS | ||||||||
| UAL-PA-03860-LA-1209236R1 | Model *** | SA-1 | ||||||
Attachment A, 787-*** Airframe Pricing of *** Aircraft with General Electric GEnx-1B*** | SA-1 | |||||||
Attachment B, 787-*** with General Electric GEnx-1B*** | SA-1 | |||||||
Attachment C, 787-*** with General Electric GEnx-1B*** | ▇▇-▇ | |||||||
| ▇▇▇-▇▇-▇▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | ▇▇▇▇▇ Parts Commitment | |||||||
| UAL-PA-03860-LA-1209413R4 | Special Matters | SA-12 | ||||||
| UAL-PA-03860-LA-1209413A1R3 | Special Matters – Amendment ▇ | ▇▇-▇ | ||||||
| ▇▇▇-▇▇-▇▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | ▇▇▇▇▇ Special Matters | |||||||
| UAL-PA-03860-LA-1209413A1 | Other Special Matters - Amendment 1 | SA-1 | ||||||
| UAL-PA-03860-LA-1209416R1 | Promotional Support | ▇▇-▇ | ||||||
| ▇▇▇-▇▇-▇▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | *** | |||||||
| UAL-PA-03860-LA-1209429 | *** | |||||||
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| TABLE OF CONTENTS, CONTINUED | ||||||||
| CONFIDENTIAL LETTER AGREEMENTS, continued | SA NUMBER | |||||||
| 6-1162-ELP-0794 | *** Program- Boeing *** | |||||||
| 6-1162-ELP-0795 | *** Program- Boeing *** | |||||||
| UAL-PA-03860-LA-1301368 | *** (787-***) | ▇▇-▇ | ||||||
| ▇▇▇-▇▇-▇▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | 787-*** Aircraft Open Configuration and Other Matters | SA-1 | ||||||
| UAL-PA-03860-LA-1301375R1 | Provisions Relating to Customer’s *** for ▇▇▇-*** ▇▇▇▇▇▇▇▇ | ▇▇-▇ | ||||||
| ▇▇▇-▇▇-▇▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | 787-*** | SA-1 | ||||||
| UAL-PA-03860-LA-1301377A1 | 787-*** – Amendment ▇ | ▇▇-▇ | ||||||
| ▇▇▇-▇▇-▇▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | 787-*** Program Launch | ▇▇-▇ | ||||||
| ▇▇▇-▇▇-▇▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | *** | SA-4 | ||||||
| UAL-PA-03860-LA-1500059 | Installation of Cabin Systems Equipment | ▇▇-▇ | ||||||
| ▇▇▇-▇▇-▇▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇ and Confidential Matters | ▇▇-▇ | ||||||
| ▇▇▇-▇▇-▇▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | *** | SA-9 | ||||||
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| SUPPLEMENTAL AGREEMENTS | DATED AS OF | ||||
| Supplemental Agreement No. 1 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . June 17, 2013 | ||||
| Supplemental Agreement No. 2 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . December 16, 2013 | ||||
| Supplemental Agreement No. 3 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . July 22, 2014 | ||||
| Supplemental Agreement No. 4 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . January 14, 2015 | ||||
| Supplemental Agreement No. 5 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . May 12, 2015 | ||||
| Supplemental Agreement No. 6 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . December 31, 2015 | ||||
| Supplemental Agreement No. 7 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . March 7, 2016 | ||||
| Supplemental Agreement No. 8 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . June 7, 2017 | ||||
| Supplemental Agreement No. 9 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . May 31, 2018 | ||||
| Supplemental Agreement No. 10 . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . November 1, 2018 | ||||
| Supplemental Agreement No. 11 . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . December 12, 2018 | ||||
| Supplemental Agreement No. 12 . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . February 26, 2021 | ||||
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 | The Boeing Company ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2207 | |||||||
UAL-PA-03860-LA-1209413R4
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Subject: Special Matters
Reference: Purchase Agreement No. 3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. This Letter Agreement replaces and supersedes Letter UAL-PA-03860-LA-1209413R3 dated May 31, 2018.
1.***.
1.1.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, a *** to Customer ***. The *** is subject to *** at the time of delivery. *** may *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
1.2.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, a *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
1.3.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, *** to Customer in ***. The *** is *** as *** at the time of delivery. *** may *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
2.Model 787 ***.
Boeing hereby *** that the offer contained herein *** with the commitments specified in Letter Agreement 6-1162-KKT-080. Furthermore, *** as Boeing ***, Boeing will *** of the Purchase Agreement to continue ***.
2.1.787-***.
Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft *** to Customer ***. The *** is *** as *** at the time of delivery. *** may *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
2.2.787-***.
Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft *** to Customer ***. The *** is *** at the time of delivery. *** may *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, *** on Aircraft.
3.***.
Notwithstanding the *** of the Purchase Agreement, Customer ***, for Aircraft ***, and for *** Aircraft that Customer ***.
| *** | ||
3.1.Notwithstanding the *** schedule provided in Section 3 above, the parties have *** in the *** for the 787-*** in the table below (Section 3.1 787-*** Aircraft):
(i)Boeing will *** from this Purchase Agreement to the 737 purchase agreement number 04761 as specified in column [B] of the table below;
(ii)Column [C] of the table below *** for the Section 3.1 787-*** Aircraft *** in Section 3.1(i) above; and *** from Customer with respect to each Section 3.1 787-*** Aircraft; and
(iii)The parties agree that *** are *** Customer with respect to the Section 3.1 787-*** Aircraft.
Section 3.1 787-*** Aircraft | [A] *** | [B] *** | [C] *** | ||||||||
| *** | $*** | $*** | $*** | ||||||||
| Total | $*** | $*** | $*** | ||||||||
4.***.
4.1.Interest Rate for Firm Aircraft. *** agrees to *** on *** for all firm and *** Aircraft which are *** pursuant to Paragraph 3 of this Letter Agreement ***.
4.2.Delivery *** Impact on *** Calculations. If the delivery of any Aircraft is *** due to ***, then interest on *** in respect of such Aircraft will *** during the time period from ***. Payment of *** that has *** prior to the start of the *** but remains unpaid will be paid on the normal quarterly *** payment schedule set forth in Paragraph 4.1 of this Letter Agreement or on the delivery date of the Aircraft, whichever comes first.
4.3.Boeing Invoice. Boeing shall submit to Customer, not less than *** prior to the end of each quarter, an invoice for *** during each such quarter. Customer's payment is due and payable to Boeing on the first business day of the following month. Boeing's invoice will show *** during the quarter for each Aircraft for which *** have been ***. The invoice will also include *** on *** with respect to other aircraft in other purchase agreements between Customer and Boeing.
4.4.*** for the Launch Aircraft. With respect to the first aggregate quantity of *** 787-*** Aircraft to be delivered to Customer under any purchase agreement (collectively and each a Launch Aircraft), the parties agree that payment of the Article 4.1 interest obligation will be *** of each Launch Aircraft (Launch Aircraft *** Obligation). At time of delivery of each Launch Aircraft, Boeing *** to *** the Launch Aircraft *** Obligation.
4.5.Certain ***. Notwithstanding the *** Schedule contained in Table 1 of the Purchase Agreement or the terms set forth in Section 3 herein, Customer may *** for any Aircraft on order as of the date of signing the applicable Purchase Agreement, and for any *** Aircraft in accordance with the terms of Section 3 herein; provided, however, that Customer shall retain the right to either (a) *** set forth in Section 3 herein, and to the extent that Customer *** then Customer’s *** Boeing *** shall be *** or (b) *** from time to time by up to *** provided that (1) Boeing *** to such *** and (2) ***.
4.6.Special *** for Section 3.1 787-*** Aircraft. With respect to the *** made pursuant to Section 3.1 above and cited in Section 3 of Supplemental Agreement No. 12 of the Purchase Agreement, the parties agree that payment of the Article *** interest obligation will be *** of the Section 3.1 787-*** Aircraft from which ***.
5.Option Aircraft ***.
5.1.Notwithstanding the amount specified in the Attachment to Option Aircraft Letter Agreement UAL-PA-03860-LA-1209265R1 (Option Aircraft Letter) as the Attachment and/or the Option Aircraft Letter is subsequently revised, amended or supplemented, Boeing ***.
5.2.Notwithstanding paragraph 5.1 above, Boeing and Customer agree that for the *** 787-*** Aircraft added as part of Supplemental Agreement No. 1, the *** shall be *** Aircraft. Such *** has already been received by Boeing for *** 787-*** Aircraft. The *** for the *** 787-*** Aircraft is due upon signing of Supplemental Agreement No 1 to the Purchase Agreement.
UAL-PA-03860-LA-1209413R4 SA-12
Special Matters Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
6.***.
Boeing agrees to *** at the time of delivery of each Aircraft *** in ***. This *** or for Boeing *** and ***.
7.Aircraft Invoices.
Upon Customer request, at the time of Aircraft delivery Boeing agrees to provide a separate invoice addressed to the owner/trustee of such Aircraft specifying the dollar amount to be received at the time of delivery. The dollar amount on the invoice shall be provided by Customer.
8.Assignment of ***.
Customer may not assign the *** described in this Letter Agreement without Boeing's prior written consent other than in circumstances where Boeing provides or arranges lease equity financing to Customer in respect of an Aircraft.
9.Confidential Treatment.
Boeing and Customer understand that certain information contained in this Letter Agreement, including any attachments hereto, is considered by both parties to be confidential. Boeing and Customer agree that each party will treat this Letter Agreement and the information contained herein as confidential and will not, without the other party's prior written consent, disclose this Letter Agreement or any information contained herein to any other person or entity except as may be required by applicable law or governmental regulations.
Very truly yours,
| THE BOEING COMPANY | |||||
| By | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||
| Its | Attorney-In-Fact | ||||
UAL-PA-03860-LA-1209413R4 SA-12
Special Matters Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY
| ACCEPTED AND AGREED TO this | ||||||||
| Date: | February 26, 2021 | |||||||
| UNITED AIRLINES, INC. | ||||||||
| By | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||
| Its | Executive Vice President Finance and Chief Financial Officer | |||||||
UAL-PA-03860-LA-1209413R4 SA-12
Special Matters Page 5
BOEING / UNITED AIRLINES, INC. PROPRIETARY