Exhibit 10.53
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Supplemental Agreement No. 19
to
Purchase Agreement No. 03776
between
The Boeing Company
and
United Airlines, Inc.
Relating to Boeing Model 737 MAX Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of November 30, 2021, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC. (Customer) (SA-18);
WHEREAS, the parties hereto entered into Purchase Agreement No. 3776 dated July 12, 2012, as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Boeing model 737 MAX aircraft (Aircraft). This Supplemental Agreement is an amendment to the Purchase Agreement; and
WHEREAS, Customer and Boeing agree to revise certain *** in respect of certain 737-*** Aircraft.
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-19”).
2.Letter Agreements.
Letter Agreement No. UAL-PA-03776-LA-1207650R5 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-03776-LA-1207650R6 titled “Special Matters” (identified by “SA-19”) to provide additional consideration in respect of *** 737-*** aircraft.
The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.
UAL-PA-03776 SA-19, Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Supplemental Agreement No. 19 to
Purchase Agreement No. 03776
The rest of the page is intentionally blank. Signature page follows.
UAL-PA-03776 SA-19, Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Supplemental Agreement No. 19 to
Purchase Agreement No. 03776
EXECUTED IN DUPLICATE as of the day and year first written above.
| | | | | | | | |
| THE BOEING COMPANY | | UNITED AIRLINES, INC. |
| /s/ Irma L. Krueger | | /s/ Gerald Laderman |
| Signature | | Signature |
| | |
| Irma L. Krueger | | Gerald Laderman |
| Printed Name | | Printed Name |
Attorney in Fact | | Executive Vice-President and Chief Financial Officer |
| Title | | Title |
UAL-PA-03776 SA-19, Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
TABLE OF CONTENTS
| | | | | | | | |
ARTICLES | SA NUMBER |
| Article 1. | Quantity, Model and Description | SA-18 §4.2 |
| Article 2. | Delivery Schedule | SA-18 §4.2 |
| Article 3. | Price | SA-18 §4.2 |
| Article 4. | Payment | SA-18 §4.2 |
| Article 5. | Additional Terms | SA-18 §4.2 |
| TABLE | |
| 1. | 737-*** Aircraft Delivery, Description, Price and *** | SA-9 |
| 1.1 | *** 737-*** Aircraft Delivery, Description, Price and *** | SA-18 |
| 1A. | 737-*** Aircraft Delivery, Description, Price and *** | SA-15 & SA-18 §4.1 |
| 1B. | *** 737-*** Aircraft Delivery, Description, Price and *** | SA-16 & SA-18 §4.1 |
| 1C. | *** 737-*** Aircraft Delivery, Description, Price and *** | SA-16 & SA-18 §4.1 |
| EXHIBITS | |
| A-1 | 737-9 & *** 737-9Aircraft Configuration | SA-8 |
| A-2 | 737-8 Aircraft Configuration | |
| A-3 | 737-7 Aircraft Configuration | |
A-4 | *** 737-*** Aircraft Configuration | SA-16 |
| A-5 | 737-*** Aircraft Configuration | SA-14 |
| B. | Aircraft Delivery Requirements and Responsibilities | |
| TABLE OF CONTENTS, CONTINUED | |
| SUPPLEMENTAL EXHIBITS | SA NUMBER |
| AE1. | ***/Airframe and *** Features | |
| AE2. | ***/Airframe and *** Features for the 737-10 Aircraft | SA-18 §4.2 |
| BFE1. | BFE Variables 737-9 Aircraft | SA-7 |
UAL-PA-03776 TABLE OF CONTENTS SA-19, Page 1 of 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY
| | | | | | | | |
| BFE2. | BFE Variables 737-10 Aircraft | SA-9 |
| CS1. | Customer Support Variables | SA-9 |
| EE1. | Engine Warranty and *** | SA-18 §4.2 |
| SLP1. | Service Life Policy Components | |
| LETTER AGREEMENTS | SA NUMBER |
| UAL-PA-03776-LA-1207637R4 | *** Matters | SA-16 |
| UAL-PA-03776-LA-1207638R3 | *** | SA-16 |
| UAL-PA-03776-LA-1207640 | Demonstration Flight Waiver | |
| UAL-PA-03776-LA-1207643R3 | Open Matters 737-*** and 737-*** Aircraft | SA-15 & SA-18 §4.2 |
| UAL-PA-03776-LA-1207646R4 | Promotional Support | SA-15 |
| UAL-PA-03776-LA-1207647 | Seller Purchased Equipment | SA-18 §4.2 |
| UAL-PA-03776-LA-1207649 | Spare Parts Initial Provisioning | |
| UAL-PA-03776-LA-1207650R6 | Special Matters | SA-19 |
| UAL-PA-03776-LA-1208055R1 | *** | SA-7 |
| UAL-PA-03776-LA-1208122 | *** | SA-10 |
| UAL-PA-03776-LA-1208123R1 | *** for 737-*** Aircraft | SA-9 |
| UAL-PA-03776-LA-1208157R4 | *** | SA-18 |
| UAL-PA-03776-LA-1208234 | Privileged and Confidential Matters | |
| UAL-PA-03776-LA-1208596R2 | AGTA Matters | SA-13 |
| UAL-PA-03776-LA-1208238 | Assignment Matters | |
| TABLE OF CONTENTS, CONTINUED | |
| LETTER AGREEMENTS | SA NUMBER |
UAL-PA-03776 TABLE OF CONTENTS SA-19, Page 2 of 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY
| | | | | | | | |
| UAL-PA-03776-LA-1208869R2 | Delivery *** Matters | SA-16 |
| UAL-PA-03784-LA-1207869 | 737 Production Adjustments | |
| UAL-PA-03776-LA-1606848R2 | *** Special MAX Aircraft | SA-9 |
| UAL-PA-03776-LA-1703685 | 737-*** Aircraft *** | SA-9 |
| UAL-PA-03776-LA-1703743 | 2017 *** | SA-9 |
| UAL-PA-03776-LA-1703858R1 | *** for the 737-*** Aircraft | SA-18 §4.2 |
| *** Commitment for the 737-*** Aircraft | §5.1.2 of SA-9 |
| UAL-PA-3776-LA-1801367 | Loading of Customer Software | SA-10 |
| UAL-PA-3776-LA-1801619 | Installation of Cabin Systems Equipment | SA-10 |
| UAL-PA-3776-LA-1807469 | *** From *** for 737-*** Aircraft | SA-11 |
| UAL-PA-3776-LA-2001766R1 | Certain Special Matters | SA-14 |
| UAL-PA-3776-LA-2103143 | Airline Operational Efficacy Matter | SA-16 |
| UAL-PA-3776-LA-2103288 | *** | SA-16 |
UAL-PA-03776 TABLE OF CONTENTS SA-19, Page 3 of 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY
| | | | | |
| SUPPLEMENTAL AGREEMENTS | DATED AS OF |
| Supplemental Agreement No. 1 | June 17, 2013 |
| Supplemental Agreement No. 2 | January 14, 2015 |
| Supplemental Agreement No. 3 | May 26, 2015 |
| Supplemental Agreement No. 4 | June 12, 2015 |
| Supplemental Agreement No. 5 | January 20, 2016 |
| Supplemental Agreement No. 6 | February 8, 2016 |
| Supplemental Agreement No. 7 | December 27, 2016 |
| Supplemental Agreement No. 8 | June 7, 2017 |
| Supplemental Agreement No. 9 | June 15, 2017 |
| Supplemental Agreement No. 10 | May 15, 2018 |
| Supplemental Agreement No. 11 | September 25, 2018 |
| Supplemental Agreement No. 12 | December 12, 2018 |
| Supplemental Agreement No. 13 | March 20, 2020 |
| Supplemental Agreement No. 14 | June 30, 2020 |
| Supplemental Agreement No. 15 | February 26, 2021 |
| Supplemental Agreement No. 16 | June 27, 2021 |
| Supplemental Agreement No. 17 | August 12, 2021 |
| Supplemental Agreement No. 18 | September 8, 2021 |
| Supplemental Agreement No. 19 | November 30, 2021 |
UAL-PA-03776 TABLE OF CONTENTS SA-19, Page 4 of 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY
| | |
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207 |
UAL-PA-03776-LA-1207650R6
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject: Special Matters – 737 MAX Aircraft
References: 1) Purchase Agreement No. PA-03776 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft); and
2) Letter Agreement UAL-PA-03776-1207638 entitled ***
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-0 3776-LA-1207650R5 dated June 27, 2021.
1.***
1.1***. At the *** of each 737-*** Aircraft, Boeing ***.
1.5*** Aircraft ***.
The parties agree to the following *** Boeing Model 737-*** aircraft specified in Table 1 and Table 1.1 and *** Boeing Model 737-*** aircraft specified in Table 1A, at the effective date of this Letter Agreement and as may be subsequently ***. The *** aircraft comprise the *** Aircraft.
1.1.1At the time of *** of each applicable *** Aircraft, Boeing ***.
1.1.2 Boeing and Customer will work together to periodically assess and agree to determine whether and how *** established in Attachment 1 *** provided in Attachment 2 to this Letter Agreement. Such assessment will incorporate the methodology and .assumptions incorporated in development of Attachment 1 to this Letter Agreement including *** to the effective date of Supplemental Agreement No. 7 to the 787 Purchase Agreement No. 3860 and *** in Attachment 1 to this Letter Agreement.
1.6737-***.
***
1.7*** 737 ***.
***:
| | | | | |
| Aircraft Availability | *** Amount of
*** 737 *** |
| *** | $*** |
UAL-PA-03776-LA-1207650R5 SA-16
Special Matters Page 1
BOEING / UNITED AIRLINES PROPRIETARY
1.8***
1.9*** 737 ***.
***:
| | | | | | | | | | | | | | | | | |
| Aircraft Type | *** Number | Description | *** | *** | *** |
| *** | *** | *** | *** | *** | *** |
* - in *** Base Year Dollars, ***
2.***.
Unless otherwise noted, the *** stated in Paragraphs 1.1 through 1.7 *** are in (a) *** dollars for the 737-*** Aircraft, the 737-*** Aircraft, the 737-*** Aircraft and (b) *** year dollars for 737-*** Aircraft. The *** will be *** to the scheduled month of the respective Aircraft *** pursuant to the *** formula set forth in the Purchase Agreement applicable to the Aircraft. The *** may, at the election of Customer, be *** Boeing *** and *** (but shall ***).
3.Reserved.
4.737 Supplier Management.
It is Boeing’s 737 *** design intent to maintain as much commonality with the 737NG while also achieving the 737 *** performance requirements (including, but not limited to, fuel bum, range, payload, etc.) that the market demands. If a *** leads to a Supplier Product to be available *** for the 737 *** where *** on the 737NG, or if an existing 737NG ***, then Boeing will ensure that *** 737 *** operators ***. These *** agreements, known as ***, will include (but not be limited to) enforceable provisions related to *** Boeing will utilize *** efforts to ensure that the terms of such *** agreements are ***.
5.Supplier Diversity.
Customer and Boeing agree to work towards a mutually agreeable solution for meeting diversity requirements in the supply base. Notwithstanding the foregoing sentence, Boeing agrees to (i) identify parts and equipment where Customer makes the procurement decision for potential opportunities; (ii) submit indirect reports until other options are vetted and approved; and (iii) continue to engage with Customer with regard to supplier diversity to ensure Boeing supports Customer’s requirements.
6.Delivery ***.
Customer and Boeing agree that both Customer and Boeing will have certain Aircraft ***. Such *** are provided to Customer and Boeing pursuant to Letter Agreement No. UAL-PA-03776-LA-1208869.
UAL-PA-03776-LA-1207650R6 SA-19
Special Matters Page 2
BOEING / UNITED AIRLINES PROPRIETARY
7.Assignment.
Unless otherwise noted herein, the *** described in this Letter Agreement are provided as *** to Customer and in consideration of ***. Except as provided in Letter Agreement No. UAL-PA-03776-LA-1208238, this Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing. ***.
8.Confidentiality
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-03776-LA-1208234.
Very truly yours,
| | | | | |
| THE BOEING COMPANY |
|
| By: | /s/ Irma L. Krueger |
|
| Its: | Attorney-in-Fact |
|
UAL-PA-03776-LA-1207650R6 SA-19
Special Matters Page 3
BOEING / UNITED AIRLINES PROPRIETARY
| | | | | | | | |
|
| ACCEPTED AND AGREED TO this |
|
| Date: | November 30, 2021 |
|
| UNITED AIRLINES, INC. |
|
| By: | /s/ Gerald Laderman |
|
| Its: | Executive Vice-President and Chief Financial Officer |
UAL-PA-03776-LA-1207650R6 SA-19
Special Matters Page 4
BOEING / UNITED AIRLINES PROPRIETARY
Attachment 1 to Letter Agreement UAL-PA-03776-LA-1207650R6: ***
***
UAL-PA-03776-LA-1207650R6 SA-19
Special Matters Attachment 1 to UAL-PA-03776-LA-1207650R4, Page 1
BOEING / UNITED AIRLINES PROPRIETARY
Attachment 2 to Letter Agreement UAL-PA-03776-LA-1207650R6
***
UAL-PA-03776-LA-1207650R6 SA-19
Special Matters Attachment 2 to UAL-PA-03776-LA-1207650R4, Page 1
BOEING / UNITED AIRLINES PROPRIETARY
