Supplemental Agreement No. 11
to
Purchase Agreement No. 1602
between
THE BOEING COMPANY
and
UNITED AIR LINES, INC.
Relating to Boeing Model 767-322ER Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 13th
day of April 1995, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation, and UNITED WORLDWIDE CORPORATION
(collectively hereinafter called Buyer);
W I T N E S S E T H:
WHEREAS, the parties entered into that certain Purchase
Agreement No. 1602, dated as of March 1, 1990, relating to the
purchase and sale of Boeing Model 767-322ER aircraft (hereinafter
referred to as ' The Aircraft', or the 'Firm Aircraft',
'[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Aircraft' or the 'Option Aircraft', as
such capitalized terms, and any other capitalized terms used
herein, unless otherwise specifically defined herein, are defined
in the 'Purchase Agreement' (as such term is defined below)),
which agreement, as amended and supplemented, together with all
exhibits, specifications and letter agreements related or
attached thereto, is hereinafter called the 'Purchase Agreement'
and;
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree to amend the Purchase
Agreement as follows:
1. The following Letter Agreement is executed contemporaneously
with this Supplemental Agreement and is attached hereto and are
part of this Supplemental Agreement:
Agreement Number Subject
6-1162-DLJ-472R2 [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6. This Supplemental Agreement is subject to the
confidentiality provisions of Letter Agreement 6-1162-DLJ-467.
7. The Purchase Agreement shall be deemed amended to the
extent herein provided and as amended shall continue in full
force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY UNITED AIR LINES, INC.
By: /s/ M. Monica Fix By: /s/ Douglas A. Hacker
Its: Attorney-in-Fact Its: Senior Vice President - Finance
UNITED WORLDWIDE CORPORATION
By: /s/ Douglas A. Hacker
Its: President
Attachment 1 to
Supplemental Agreement 11 to
Purchase Agreement 1602
ARTICLE 1. Subject Matter of Sale.
1.3 Boeing shall sell and deliver to Buyer, and
Buyer shall purchase from Boeing, six (6) 767-322ER Block C
aircraft. Such aircraft are referred to individually and
collectively as the 'the Aircraft' or the 'Block C
Aircraft.' The Block C Aircraft will be manufactured by
Boeing in accordance with Boeing Detail Specification
D6T10330UAL, Revision C, dated March 3, 1992, (as
described in Exhibit A-2 attached hereto) as it may be
modified from time to time in accordance with the terms and
conditions of Article 7 herein. Such Detail Specification as so
modified is by this reference incorporated in this
Agreement and is hereinafter referred to as the 'Detail
Specification.' In connection with the sale and purchase
of the Block C Aircraft, Boeing shall also deliver to
Buyer other things under this Agreement including data,
documents, training and services.
Attachment 2 to
Supplemental Agreement 11 to
Purchase Agreement 1602
ARTICLE 2. Delivery of Aircraft; Title and Risk of Loss.
2.1 Each Aircraft shall be delivered to Buyer
assembled and ready for flight, and Buyer shall accept
delivery of such Aircraft during, or if mutually agreed,
before the months set forth in the following schedule:
Month and Year
of Delivery Quantity of Aircraft
767 Aircraft
Block A Aircraft
February 1991 One (1)
March 1991 Two (2)
April 1991 One (1)
August 1991 One (1)
March 1992 One (1)
April 1992 One (1)
July 1992 Two (2)
September 1992 One (1)
October 1992 Three (3)
November 1992 One (1)
December 1992 One (1)
February 1993 One (1)
Block B Aircraft
March 1993 Two (2)
April 1993 One (1)
May 1993 One (1)
July 1993 One (1)
August 1993 Two (2)
Block C Aircraft
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Attachment 3 to
Supplemental Agreement 11 to
Purchase Agreement 1602
ARTICLE 5. Payment.
5.1 Advance Payment Base Price. The advance
payment base price of each Aircraft, depending on the
month and year of scheduled delivery, is indicated below:
Month and Year of Advance Payment Base
Scheduled Delivery Price per Aircraft
February 1991 [*CON TREAT REQ]
March 1991 [*CON TREAT REQ]
April 1991 [*CON TREAT REQ]
August 1991 [*CON TREAT REQ]
March 1992 [*CON TREAT REQ]
April 1992 [*CON TREAT REQ]
July 1992 [*CON TREAT REQ]
September 1992 [*CON TREAT REQ]
October 1992 [*CON TREAT REQ]
November 1992 [*CON TREAT REQ]
December 1992 [*CON TREAT REQ]
February 1993 [*CON TREAT REQ]
March 1993 [*CON TREAT REQ]
April 1993 [*CON TREAT REQ]
May 1993 [*CON TREAT REQ]
July 1993 [*CON TREAT REQ]
August 1993 [*CON TREAT REQ]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Such advance payment base prices, as indicated above, may
be adjusted pursuant to the provisions of (i) this
Agreement, including Article 7 (Changes to Detail
Specification) and Article 8 (FAA Requirements), and (ii)
other written agreements executed by Boeing and Buyer.
The advance payment base price of each Aircraft including
any adjustment made thereto, is hereinafter referred to as
the 'Advance Payment Base Price'.