{"id":42421,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/letter-agreement-to-purchase-agreement-no-1485-1595-1602-1663.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-agreement-to-purchase-agreement-no-1485-1595-1602-1663","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/letter-agreement-to-purchase-agreement-no-1485-1595-1602-1663.html","title":{"rendered":"Letter Agreement to Purchase Agreement No. 1485, 1595, 1602, 1663 and 1670 &#8211; United Air Lines Inc. and The Boeing Co."},"content":{"rendered":"<pre>6-1162-MDH-150                                     \nJuly 12, 1996\n\nUnited Air Lines, Inc.\nP.O. Box 66100\nChicago, Illinois 60666\n\nSubject:  Letter Agreement No. 6-1162-MDH-150 to\n          Purchase Agreement No. 1485, 1595, 1602, 1663\n          and 1670 - [*CONFIDENTIAL MATERIAL OMITTED AND FILED\n          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\n          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\nGentlemen:\n\nReference is made to Purchase Agreement Nos. 1485, 1595, 1602,\n1663 and 1670 (each individually a 'Purchase Agreement', and\ncollectively the 'Purchase Agreements') between The Boeing\nCompany ('Boeing') and United Air Lines, Inc. ('Buyer') relating\nto the sale by Boeing and the purchase by Buyer of 737, 747, 757,\n767 and 777 aircraft (hereinafter referred to as the Aircraft).\n\nThis letter agreement ('Letter Agreement'), when accepted by\nBuyer, will become part of each Purchase Agreement and will\nevidence our further agreement with respect to the matters set\nforth below.\n\nAll terms used herein and in the Purchase Agreements, not defined\nherein, shall have the same meaning as in such Purchase\nAgreements.  If there is any inconsistency between the terms of\nthis Letter Agreement and any such Purchase Agreement or any\nPurchase Agreement Amendment thereto the terms of this Letter\nAgreement will govern.\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 2\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nThis letter Agreement sets forth certain business concessions\nextended by Boeing to Buyer as part of the following Supplemental\nAgreements to the Purchase Agreements {the Supplemental\nAgreements}:\n\n          Supplemental Agreement No. 6 dated May 30, 1996 to\n          Purchase Agreement No. 1485\n\n          Supplemental Agreement No. 7 dated July 11, 1996 to\n          Purchase Agreement No. 1485\n\n          Supplemental Agreement No. 4 dated May 30, 1996 to\n          Purchase Agreement No. 1663\n\n          Supplemental Agreement No. 5 dated July 11, 1996 to\n          Purchase Agreement No. 1663\n\n          Supplemental Agreement No. 8 dated May 30, 1996 to\n          Purchase Agreement No. 1670\n\n          Supplemental Agreement No. 9 dated July 11, 1996 to\n          Purchase Agreement No. 1670\n          \nEach such Supplemental Agreement identified certain Aircraft to\nbe purchased by Buyer to satisfy certain commitments of Buyer as\nset forth in Letter Agreement No. [*CONFIDENTIAL MATERIAL OMITTED\nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Such Aircraft\nand their respective months and years of scheduled delivery are\nset forth in Attachment No. 1 to this Letter Agreement\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] Aircraft and their respective months and\nyears of scheduled delivery are set forth in such Attachment No.\n1 to this Letter Agreement [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 3\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] Such interest will be calculated using\nthe 90 day AA Federal Reserve Commercial Paper Composite rate as\nposted on page 120 in Telerate (the Agreed Interest Rate), as on\nthe close of business on the first day of each quarter.  The\naccrued interest will be paid by wire transfer to Buyer on the\nfirst business day of the following quarter. [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT]\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 4\n\n\n\n               A = B x C\/(D-E) where\n     \n     A    =    [*CONFIDENTIAL\n               MATERIAL OMITTED\n     B    =    AND FILED\n               SEPARATELY WITH\n     C    =    THE SECURITIES\n               AND EXCHANGE\n     D    =    COMMISSION PURSUANT\n               TO A REQUEST\n     E    =    FOR CONFIDENTIAL\n               TREATMENT]\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n          1.2.1     Letter Agreement No. 1670-5R dated as of\n     December 18, 1990, accepted and agreed to by Buyer on August\n     2, 1991 is amended to delete the Model 747-422 Option\n     Aircraft listed in Attachment No. 2 hereto, and as so\n     amended such Letter Agreement No. 1670-5R shall remain in\n     full force and effect, and\n\n          1.2.2     the following letter agreements shall be\n     deemed canceled and of no further force and effect:\n\n\n<font size=\"2\">Letter Agreement No.                         Purchase Agreement\n- -------------------                                 No.\n                             Title           ------------------        \n                             -----                   \n\n1485-8*               Option Aircraft (Block E)      1485\n1663-5                Option Aircraft                1663\n1595-4                Option Aircraft                1595\n\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 5\n\n\n<\/font>Notwithstanding the cancellation of Letter Agreement No. 1485-8,\nBoeing and Buyer agree the provisions of paragraph 11\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] of Letter Agreement No. 6-1162-TML-388\nshall be applicable to the [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 6\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 7\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 8\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 9\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\nSuch interest under both advance payment schedules is to be\ncalculated at an annual rate of 9% on a 365\/366 day year (simple\ninterest) up to and including the date of delivery of the\napplicable Aircraft.\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n2.  Widebody Customer Support Matters.\n    ---------------------------------\n\n         2.1        737-300\/500 Thrust Reverser Warning Light.\n                    -----------------------------------------\n\nFollowing Boeing's receipt of Buyer's [*CONFIDENTIAL MATERIAL \nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE \nCOMMISSION PURSUANT TO A REQUEST FOR  CONFIDENTIAL TREATMENT]\nBoeing shall ship to Buyer the following:\n\n   Part No.         Qty.           Description\n   -------          ---            -----------\n\n65-73606-170         12          Engine Accessory Unit\n\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 10\n\n\n\n         2.2        Boeing Pilot Training Programs - Model 747\/757\/777.\n                    --------------------------------------------------\n\nFor the Model 747, 757, 767 and 777 aircraft, following Boeing's\nreceipt of Buyer's [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY \nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] Boeing shall provide to Buyer the following \nquantity of sets of Boeing Pilot Training Programs:\n\n                                              Qty\n            Description                    per Model\n            -----------                    ---------\n\nFlight Training CBT Courseware          [*CONFIDENTIAL\n(including Flight Crew Training         MATERIAL OMITTED\nand Cabin Attendant)                    AND FILED SEPARATELY\n                                        WITH THE SECURITIES\nFlight Crew Video Briefings             AND EXCHANGE COMMISSION\n                                        PURSUANT TO A REQUEST\nFull sized colored instrument           FOR CONFIDENTIAL\npanel configuration illustration        TREATMENT]\n\nElectrically Plotted or Computer\nGraphics Metafile Format\n\n\n         2.3        Model 777 Simulator Data Package.\n                    --------------------------------\n\nFollowing Boeing's receipt of [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing will\ndeliver to Buyer Model 777 Simulator Data Packages to allow Buyer\nto:\n\n          2.3.1     Add 777 'B' Market capability to its 'A'\n     Market Simulator; and\n\n         2.3.2      Add 777 'A' Market capability to its 'B'\n     Market simulator.\n\n\n         2.4        Model 757 Simulator Data Package - 1997 Price.\n                    ---------------------------------------------\n\nFor Subsequent Sets of Model 757 Simulator Data Packages and\nConcurrent Sets of Model 757 Simulator Data Packages purchased\nunder Letter Agreement No. 6-1162-GKW-263 to Purchase Agreement\nNo. 1485, Boeing shall extend to Buyer Boeing's 1997 price of\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] per Subsequent Set [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT] per Concurrent Set.\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 11\n\n\n         2.5        Flight Simulator Hardware Support.\n                    ---------------------------------\n\n          2.5.1     For the Model 747 and 757, Boeing will work with\nBuyer to pre-implement a set of either long lead, or a complete\nset of, hardware for a new simulator in the required simulator\ntail number.  Buyer will submit to Boeing a 'coverage' P\/O which\nwill not be executed until selection of a simulator manufacturer\nto be used in this pre-implementation.  Boeing also pre-\nimplements generic simulator long-lead hardware that may be\nallocated to Buyer with appropriate notification.  Kits are\nallocated based on notification, lead times, training needs,\nairplane delivery, etc.  Notification must occur in a timely\nfashion or kits may not be available as required by Buyer.  Once\nthe kit is allocated, Buyer will then have first right of refusal\non it.  Only hardware requirement dates of greater than six\nmonths on receipt of order will be accepted by Boeing for\nhardware required in addition to allocated pre-implemented kit.\n\n          2.5.2     Required Boeing proprietary hardware may be\npurchased at the then-current Boeing Spares Catalog prices.  In\nthe event that Buyer elects to submit Purchase Orders to Boeing\nfor selected vendor hardware, such Purchase Orders shall be\nprocessed by Boeing in the same manner as sustaining spares for\nthe Aircraft, in accordance with the applicable terms and\nconditions of Spare Parts General Terms Agreement No. 22, dated\nOctober 25, 1967 as amended and supplemented.\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] This service will apply to Buyer's Fleet\nindicated above and will be provided [*CONFIDENTIAL MATERIAL OMITTED \nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION \nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Buyer for a\nperiod of ten (10) years commencing with the delivery of\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 12\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\nAll Manuals specified in this paragraph 2.7 will be produced in\naccordance with Air Transport Association (ATA) Specification\n100, and to the revision level specified in the applicable\nPurchase Agreement. [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT] If Boeing introduces and\noffers new technical documentation formats not currently offered,\nBuyer may elect to substitute the formats, in lieu of the\nexisting formats, at Boeing's then current price and applicable\nterms and conditions.\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 13\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150  Page 14\n\n\n\n4.   Confidentiality.\n     ---------------\n\nThis Letter Agreement is subject to the confidentiality\nprovisions of the following Letter Agreements.\n\nLetter Agreement No.        Purchase Agreement No.\n- -------------------         ---------------------\n\n6-1162-GKW-132                      1485\n6-1162-DLJ-886                      1670\n6-1162-DLJ-832                      1663\n6-1162-GKW-653                      1595\n\nIf the foregoing correctly sets forth your understanding of our\nagreement with respect to the matters treated above, please\nindicate your acceptance and approval below.\n\nVery truly yours,\n\nTHE BOEING COMPANY\n\n\nBy \/s\/ M. O. Hurt\n   --------------\nIts Attorney in Fact\n\nACCEPTED AND AGREED TO this\n\nDate: July 12, 1996\n\nUNITED AIR LINES, INC.\n\nBy \/s\/ Douglas A. Hacker\n   -----------------\nIts Senior Vice President and\n    Chief Financial Officer\n\n\nAttachment No. 1 to\n6-1162-MDH-150  Page 1   \n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nAttachment No. 2 to\n6-1162-MDH-150  Page 1\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nAttachment No. 2 to\n6-1162-MDH-150  Page 2\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nAttachment No. 2 to\n6-1162-MDH-150  Page 3\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nAttachment No. 4 to\n6-1162-MDH-150  \n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE \nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR \nCONFIDENTIAL TREATMENT]\n\n\nAttachment No. 5 to\n6-1162-MDH-150  Page 1\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nAttachment No. 6 to\n6-1162-MDH-150 Page 1\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6920,9136],"corporate_contracts_industries":[9473,9521],"corporate_contracts_types":[9613,9619],"class_list":["post-42421","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boeing-co","corporate_contracts_companies-ual-corp","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_industries-transportation__air","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42421","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42421"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42421"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42421"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42421"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}