{"id":42423,"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-1602-united-air.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-agreement-to-purchase-agreement-no-1602-united-air","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/letter-agreement-to-purchase-agreement-no-1602-united-air.html","title":{"rendered":"Letter Agreement to Purchase Agreement No. 1602 &#8211; United Air Lines Inc. and The Boeing Co."},"content":{"rendered":"<pre>6-1162-DLJ-472R2\n\n\n\nUnited Air Lines, Inc.\nP.O. Box 66100\nChicago, Illinois  60666\n\nSubject:      Letter Agreement No. 6-1162-DLJ-472R2 to\n              Purchase Agreement No. 1602 -\n              Certain Contractual Matters\n\nGentlemen:\n\nReference is made to Purchase Agreement No. 1602 dated\nas of March 1,1990 (the Purchase Agreement) between The\nBoeing Company (Boeing) and United Air Lines, Inc.\n(Buyer) relating to the sale by Boeing and the purchase\nby Buyer of fourteen (14) 767-322ER aircraft (sometimes\nreferred to as the Aircraft, Firm Aircraft or the\nReconfirmation Aircraft).  Further reference is made to\nLetter Agreement 1602-5 dated as of March 1,1990 to the\nPurchase Agreement relating to the granting of options\nto purchase fourteen (14) 767-322ER option aircraft\n(the Option Aircraft).\n\nThis letter, when accepted by Buyer contemporaneously\nwith the execution of Supplemental Agreement No. 10 to\nthe Purchase Agreement, will become part of the\nPurchase Agreement and will evidence our further\nagreement with respect to the matters set forth below.\n\nAll terms used herein and in the Purchase Agreement,\nand not defined herein, shall have the same meaning as\nin the Purchase Agreement.\n\n\n\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n\n\n\n\n4.  Use or Application of Credit Memoranda.\n\n       Each credit memorandum issued per paragraph 2\nabove may be applied by Buyer to the final payment of\nthe purchase price of the Aircraft, Reconfirmation\nAircraft or Option Aircraft for which such credit\nmemorandum was issued or in payment for Boeing\nproprietary spare parts or other Boeing goods and\nservices.\n\n5.  Certain Advance Payment Matters.\n\n       5.1    Notwithstanding Article 5.2, Advance\nPayments, of the Purchase Agreement and paragraph 4.3\nof Letter Agreement 1602-5, the following advance\npayment schedule (the Alternate Advance Payment\nSchedule) is substituted for the schedules detailed in\nsuch Article 5.2 and paragraph 4.3.  All other terms\nand conditions of such Article 5.2 and paragraph 4.3\nwill remain unchanged, except as set forth in paragraph\n5.3 below.\n\n                                     Amount due or paid\nDue Date of Payment                     per Aircraft\n\n\n\n\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n\n\n\n       5.2    Boeing shall defer remaining advance\npayments required pursuant to the Advance Payment\nSchedule set forth in Article 5.2 of the Purchase\nAgreement and paragraph 4.3 of Letter Agreement 1602-5\nfrom the normal due date of each such payment to the\ndate of delivery of the respective Aircraft.  Buyer\nshall pay interest on the amount of each advance\npayment deferred, calculated on the basis of a 365\/366\nday year from the actual number of days elapsed from\nthe date each such advance payment is due to the date\nsuch advance payment is paid in full at a fluctuating\nrate per annum equal to [*CONFIDENTIAL MATERIAL OMITTED\nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT] plus the rate of interest announced publicly\nby Citibank, N.A., New York as its base rate, from time\nto time, as such bank's base rate may change, each\nchange in such fluctuating rate to take place\nsimultaneously with the corresponding change in such\nbase rate, calculated on the basis of a year of 365\/366\ndays for the actual number of days elapsed.  Buyer\nshall pay to Boeing such deferred advance payments and\ninterest due thereon, on the date of delivery of each\nAircraft to which such deferred advance payment applies\nand Boeing shall issue a credit memorandum to Buyer in\nthe amount equal to the accrued interest on deferred\nadvance payments for each Aircraft upon delivery of\nsuch Aircraft to Buyer.  Such credit may be applied by\nBuyer as provided in paragraph 4 hereof.\n\n\n\n    \n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n\n\n\n    \n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n\n    \n    \n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n    \n    \n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n\n\n\n\n    \n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n\n    \n\n\n8.  Certain Substitution Rights Regarding New Model\n    Aircraft.\n\n       If Boeing decides to proceed with the\ndevelopment and production of a derivative of the 767\naircraft (hereinafter referred to as the Model 767X\naircraft for convenience), Buyer may substitute such\nModel 767X aircraft, subject to the terms hereof.\nBoeing will advise Buyer as soon as possible of its\ndecision regarding offerability of the Model 767X\naircraft.  If Boeing elects to offer the Model 767X\naircraft, Boeing will issue a proposal and business\noffer to Buyer as soon as practicable, specifying\navailable 767X positions, subject to prior sale.  If\nBuyer accepts such proposal and business offer and\nenters into a definitive agreement within thirty (30)\ndays thereafter, or a later date as mutually agreed\nupon, Buyer may substitute Model 767X aircraft for 767-\n322ER Option Aircraft and Reconfirmation Aircraft on a\none-for-one basis.\n\n9.  Labor Disruption.\n\n       It is recognized by the parties that a strike\nwas commenced against Boeing on October 4, 1989 by its\nprincipal employee union, and was recently concluded.\nIt is not presently known what the effect of such\nstrike will be upon Boeing's undertaking set forth in\nthe Purchase Agreement.  However, the effect of such\nstrike is not expected to delay the delivery of each\nAircraft by more than three (3) months.  The parties\nagree that any delay in the performance of any\nobligation of Boeing under the Purchase Agreement as a\nresult of such strike shall be deemed an excusable\ndelay within and subject to the excusable delay\nprovisions set forth in Article 6 of the Purchase\nAgreement.\n\n\n\n    \n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n12.  Non-Disclosure.\n\n       Buyer understands that certain commercial and\nfinancial information contained in this letter\nagreement is considered by Boeing as privileged and\nconfidential.  Buyer agrees that it will treat such\ninformation as privileged and confidential and will not\nwithout prior written consent of Boeing, disclose such\ninformation to any other person except as may be\nrequired by (i) applicable law or governmental\nregulations, or (ii) for financing the Aircraft in\naccordance with the provisions of Article 11.2 of the\nPurchase Agreement.  In connection with any such\ndisclosure or filing of such information pursuant to\nany applicable law or governmental regulations; Buyer\nshall request and use its best reasonable efforts to\nobtain confidential treatment of such information.\nBoeing agrees to cooperate with Buyer in making and\nsupporting its request for confidential treatment.  In\nfulfilling its obligations under this paragraph 11,\nBuyer shall only be required to use the same degree of\ncare to prevent unauthorized disclosure and use of the\ninformation contained in this Letter Agreement as Buyer\nwould use to prevent the disclosure and use of its own\ncommercial and financial information of the same or\nsimilar nature and which it considers proprietary or\nconfidential.\n\n\n\nIf the foregoing correctly sets forth your\nunderstanding of our agreement with respect to the\nmatters treated above, please indicate your acceptance\nand approval below.\n\nVery truly yours,\n\nTHE BOEING COMPANY\n\n\nBy \/s\/ M. Monica Fix\n\nIts Attorney-in-Fact\n\n\nACCEPTED AND AGREED TO this\n\nDate: April 13, 1995\n\n\n\nUNITED AIR LINES, INC.\n\n\nBy \/s\/ Douglas A. Hacker\n\nIts Senior Vice President - Finance\n\n\n\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A\nREQUEST FOR CONFIDENTIAL 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-42423","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\/42423","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=42423"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42423"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42423"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42423"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}