Exhibit 10.99
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. 7 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 7 (SA-7) is entered into as of March 20, 2020 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement regarding the following matters without duplication of any consideration being provided to Customer:
(1)provide Customer with certain ***; and
(2)specify *** applicable to certain Boeing aircraft;
UAL-PA-04815 SA-7 Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
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-6”).
2.Letter Agreements.
2.a.Letter Agreement No. UAL-PA-04815-LA-1802895 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-1802895R1 entitled “*** Matters” (identified by “SA-7”) to provide Customer with certain ***.
2.b.Letter Agreement No. UAL-PA-04815-LA-2001835 entitled “Certain Special Matters” is added to the Purchase Agreement to specify *** applicable to certain Boeing 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.
The rest of the page is intentionally blank. Signature page follows.
UAL-PA-04815 SA-7 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/ 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-04815 SA-7 Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
TABLE OF CONTENTS
| | | | | | | | | | | | | | |
ARTICLES | SA NUMBER |
| Article 1. | Quantity, Model and Description | |
| Article 2. | Delivery Schedule | |
| Article 3. | Price | |
| Article 4. | Payment | |
| Article 5. | Additional Terms | |
| TABLE | |
| 1. | 787-*** Aircraft Delivery, Description, Price and *** | SA-6 |
| 1. | 787-*** Aircraft Delivery, Description, Price and *** | SA-6 |
| EXHIBITS | |
| A | 787-*** Aircraft Configuration | SA-6 |
| A2 | 787-*** Aircraft Configuration | |
| B. | Aircraft Delivery Requirements and Responsibilities | |
| SUPPLEMENTAL EXHIBITS | |
| AE1. | ***/Airframe and *** Features for the 787 Aircraft | |
| BFE1. | BFE Variables 787-*** Aircraft | |
| BFE1. | BFE Variables 787-*** Aircraft | SA-6 |
| CS1. | Customer Support Document | |
| EE1. | Engine ***, Engine Warranty and *** | |
| SLP1. | Service Life Policy Components | |
UAL-PA-04815 Table of Contents, Page 1 of 4 SA-7
BOEING / UNITED AIRLINES, INC. PROPRIETARY
| | | | | | | | | | | | | | |
| TABLE OF CONTENTS, CONTINUED | |
LETTER AGREEMENTS | SA NUMBER |
| LA-1802882 | Special Matters Relating to COTS Software and End User License Agreements | |
| LA-1802883 | Installation of Cabin Systems Equipment | |
| LA-1802884 | Model 787 Post-Delivery Software & Data Loading | |
| LA-1802885 | Aircraft Model *** | |
| Attachment A, 787-*** Airframe Pricing of *** Aircraft with *** | | |
| Attachment B, 787-*** with *** | | |
| Attachment C, 787-*** with *** | | |
| LA-1802886R2 | Special Matters | SA-6 |
| LA-1802887 | *** | |
| LA-1802888 | *** for 787-*** Aircraft | |
| LA-1802889 | Demonstration Flight Waiver | |
| LA-1802890 | Privileged and Confidential Matters | |
| LA-1802891 | 787-*** | |
| LA-1802892 | 787 Special Terms – Seats | |
| LA-1802893 | AGTA Matters | |
| LA-1802894 | Assignment Matters | |
| LA-1802895R1 | *** Matters | SA-7 |
| LA-1802896 | Model 787 e- Enabling | |
| TABLE OF CONTENTS, CONTINUED | |
LETTER AGREEMENTS | SA NUMBER |
| LA-1802897 | *** Aircraft | |
UAL-PA-04815 Table of Contents, Page 2 of 4 SA-7
BOEING / UNITED AIRLINES, INC. PROPRIETARY
| | | | | | | | | | | | | | |
| Attachment A-1, 787-*** with *** Engines: *** Aircraft Delivery, Description, Price and *** | SA-6 |
| Attachment A-2, 787-*** with *** Engines: *** Aircraft Delivery, Description, Price and *** | SA-6 |
| LA-1907123 | Other Special Matters | SA-5 |
| LA-2000321 | *** Rights for Certain 787 Aircraft | SA-6 |
| LA-2000325 | *** for 787-*** Aircraft | SA-6 |
| LA-2000327 | *** for 787-*** Aircraft | SA-6 |
| LA-2000328 | 787-*** | SA-6 |
| LA-2000341 | CS1 Special Matters | SA-6 |
| LA-2000366 | *** for 787-*** Aircraft | SA-6 |
| LA-2001835 | Certain Special Matters | SA-7 |
UAL-PA-04815 Table of Contents, Page 3 of 4 SA-7
BOEING / UNITED AIRLINES, INC. PROPRIETARY
| | | | | |
| SUPPLEMENTAL AGREEMENTS | DATED AS OF |
| Supplemental Agreement No. 1 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . September 25, 2018 |
| Supplemental Agreement No. 2 . . . . . . . . . . . . | . . . . . . . . . . . . . . . . November 1, 2018 |
| Supplemental Agreement No. 3 . . . . . . . . . . . . | . . . . . . . . . . . . . . . . December 12, 2018 |
| Supplemental Agreement No. 4 . . . . . . . . . . . . | . . . . . . . . . . . . . . . . April 26, 2019 |
| Supplemental Agreement No. 5. . . . . . . . . . . . | . . . . . . . . . . . . . . . . October 31, 2019 |
| Supplemental Agreement No. 6. . . . . . . . . . . . | . . . . . . . . . . . . . . . . February 7, 2020 |
| Supplemental Agreement No. 7. . . . . . . . . . . . | . . . . . . . . . . . . . . . . March 20, 2020 |
| C |
UAL-PA-04815 Table of Contents, Page 4 of 4 SA-7
BOEING / UNITED AIRLINES, INC. PROPRIETARY
| | | | | |
| The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207 |
UAL-PA-04815-LA-1802895R1
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject: *** Matters
References: 1) Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft); and
2) Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. The Purchase Agreement incorporates the terms and conditions of the AGTA. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement or the AGTA, as the context requires. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-1802895 dated May 31, 2018.
1.***
2.***
3.*** Rights.
3.aCustomer agrees that ***.
3.bIn the event Boeing *** to Boeing pursuant to Article 3.1, absent instruction from Boeing to the contrary, Customer shall, *** under the Purchase Agreement as amended by this Letter Agreement. Customer will ***.
3.cFor all purposes of this paragraph 3, including without limitation, notice, *** or any other application, ***. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.
UAL-PA-04815-LA-1802895R1 SA-7
*** Matters Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
4.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
5.Confidential Treatment.
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-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.
Very truly yours,
| | | | | |
| THE BOEING COMPANY |
|
| By: | /s/ Irma L. Krueger |
|
| Its: | Attorney-in-Fact |
|
UAL-PA-04815-LA-1802895R1 SA-7
*** Matters Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
| | | | | | | | |
| ACCEPTED AND AGREED TO this |
|
| Date: | March 20, 2020 |
|
| UNITED AIRLINES, INC. |
|
| By: | /s/ Gerald Laderman |
|
| Its: | Executive Vice President and Chief Financial Officer |
UAL-PA-04815-LA-1802895R1 SA-7
*** Matters Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
The Boeing Company
P.O. Box 3707
Seattle, WA 98124 2207
UAL-PA-04815-LA-2001835
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject: Certain Special Matters
Reference: Purchase Agreement No. PA-04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
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.
1.Customer ***.
1.a.Boeing will provide to Customer the *** described as follows:
1)***
2.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
3.Confidential Treatment.
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-04815-LA-1802890.
UAL-PA-04815-LA-2001835 SA-7
Certain Special Matters Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Very truly yours,
| | | | | |
| THE BOEING COMPANY |
|
| By | /s/ Irma L. Krueger |
|
| Its | Attorney-In-Fact |
UAL-PA-04815-LA-2001835 SA-7
Certain Special Matters Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
| | | | | | | | | | | |
| |
| ACCEPTED AND AGREED TO AS OF | |
| |
| Date: | March 20, 2020 | |
| |
| UNITED AIRLINES, INC. |
| |
| By |
/s/ Gerald Laderman | |
| |
| Its | Executive Vice President and Chief Financial Officer | |
UAL-PA-04815-LA-2001835 SA-7
Certain Special Matters Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
