Letter Agreement No. 3427-02



 Exhibit 10.2 

3427-02 
 United Air Lines, Inc. 

PO Box 60100 
 Chicago, IL 60601-0100 

 

			
	Subject:	  	Model 787 Open Configuration Matters
		
	Reference:	  	Purchase Agreement No. 3427 (Purchase Agreement) between The Boeing Company (Boeing) and United Air Lines, Inc. (Customer) relating to Model 787-8 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not
defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
 1. Aircraft Configuration. 

1.1 Initial Configuration. The initial configuration of Customer’s Model 787-8/9 Aircraft has been defined by Boeing Model 787
Airplane [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as described in Article 1, Table 1 and Exhibit A of the Purchase Agreement. Given the long period of time
between Purchase Agreement signing and delivery of the first Aircraft, the final configuration of the Customer’s Aircraft has not yet been defined. 

1.2 Final Configuration Schedule. Customer and Boeing hereby agree to complete the configuration of the Aircraft using the then
current Model 787 Airplane Configuration Specification document and selections from the then current 787 Airplane Descriptions and Selections document (Final Configuration) in accordance with the following schedule: 

1.2.1 Subject to the provisions of Article 1.2.2, below, Final Configuration shall be completed no later than [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months prior to delivery of the first Aircraft. Customer may request changes to the Final Configuration anytime after the completion of such Final
Configuration and Boeing may agree to incorporate such requested changes, subject to Boeing’s pricing and offerability process. 
  


			
	P.A. No. 3427	 	
	787_Open_Configuration_Matters	 	
	BOEING / UNITED PROPRIETARY









 1.2.2 If Customer wishes to include installation of Customer’s BFE premium class seats
in the configuration of the Aircraft, Customer shall give written notice to Boeing of its intent to install BFE premium class seats no later than 27 months prior to delivery of the first Aircraft. No later than 24 months prior to delivery of the
first Aircraft, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 
 2.
Amendment of the Purchase Agreement. 
 Within thirty (30) days following Final Configuration Boeing and Customer will
execute a written amendment to the Purchase Agreement which will reflect the following: 
 2.1 Changes applicable to the basic
Model 787 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration (Baseline Changes); 

2.2 Incorporation into Exhibit A of the Purchase Agreement those Optional Features as defined in Exhibit C to the Purchase Agreement
which have been agreed to by Customer and Boeing (Customer Configuration Changes); 
 2.3 Revisions to the [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to reflect the effects, if any, on Aircraft performance of the incorporation of the Customer Configuration Changes; 

2.4 Changes to the Optional Features Price, and its corresponding changes to the Aircraft Basic Price and the Advance Payment Base Price
of the Aircraft to adjust for (i) the difference, if any, between the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] included in the Aircraft Basic Price for seats,
lavatories, galleys, partitions and closets (Interior Items) and the price of the Interior Items (quantity, design and supplier) reflected in the Customer Configuration Changes; and (ii) the difference, between the estimated amount of
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] reflected in the Aircraft Basic Price and the actual prices of the optional features reflected in the Customer Configuration
Changes; and 
 2.5 Changes to the Advance Payment Base Price of the Aircraft to adjust for the difference between the estimated
amount of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for In-Flight Entertainment (IFE) and the price of the IFE reflected in the Customer Configuration Changes.

 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. 6-1162-IRS-0182. 
  


			
	BOEING / UNITED PROPRIETARY










			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	 /s/ Nobuko Wiles

		
	Its	 	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	February 19, 2010
	
	UNITED AIR LINES, INC.
		
	By	 	 /s/ Kathryn A. Mikells

		
	Its	 	Executive Vice President and Chief Financial Officer


 

 BOEING / UNITED PROPRIETARY