{"id":42426,"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-1663-united-air5.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-agreement-to-purchase-agreement-no-1663-united-air5","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/letter-agreement-to-purchase-agreement-no-1663-united-air5.html","title":{"rendered":"Letter Agreement to Purchase Agreement No. 1663 &#8211; United Air Lines Inc. and The Boeing Co."},"content":{"rendered":"<pre>\nUnited Air Lines, Inc.\nP.O. Box 66100\nChicago, Illinois 60666\n\nSubject:  Letter Agreement No. 6-1162-BRB-400 to\n          Purchase Agreement No. 1663 - Increased \n          Maximum Takeoff Weight to [*CONFIDENTIAL\n          MATERIAL OMITTED AND FILED SEPARATELY \n          WITH THE SECURITIES AND EXCHANGE COMMISSION \n          PURSUANT TO A REQUEST FOR CONFIDENTIAL \n          TREATMENT]  - Model 777-222 'B' Market Aircraft\n\nReference is made to Purchase Agreement No. 1663 dated\nDecember 18, 1990 (the Purchase Agreement) between The Boeing \nCompany (Boeing), and United Air Lines, Inc. (Buyer), relating \nto the sale by Boeing and the purchase by United (Buyer) of Model \n777-222 B Market Aircraft including those listed in Attachment A \nto this Letter (the B Market Aircraft).\n\nReference also is made to Supplemental Agreement 8 to the\nPurchase Agreement, dated February 10, 1999.\n\nThis letter, when accepted by Buyer, will become part of\nthe Purchase Agreement and will evidence our further\nagreement with respect to the matters set forth below.\n\n1.   Increased Maximum Takeoff Weight [*CONFIDENTIAL\n     MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\n     AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\n     CONFIDENTIAL TREATMENT]\n\nBoeing has proposed Production Master Change 0315A227A24\nentitled 'MP - Certified Structural Design and Operational\nWeights, 777-200ER Increased Gross Weight Airplane\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT] ' and Retrofit Master Change\n0315MK7017 entitled 'Increase Certified Structural Design\nand Operational Weights, 777-200ER Increased Gross Weight\nAirplane - MTOW to [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] ' to\nBuyer.  In consideration of Buyer's purchase of such master\nchanges for the B Market Aircraft [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT]  for the B Market Aircraft, Boeing shall offer\nBuyer the pricing [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  defined\nherein.\n\n2.   Price.\n\n2.1  Production Master Change 0315A227A24 entitled 'MP -\n     Certified Structural Design and Operational Weights, \n     777-200ER Increased Gross Weight Airplane\n     [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\n     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A\n     REQUEST FOR CONFIDENTIAL TREATMENT] '\n\nSubject to Buyer's acceptance of Production Master Change\n0315A227A24 at Boeing's standard price of [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] , Boeing will issue a credit memo at\nthe time of delivery of each B Market Aircraft listed in the\neffectivity of such production master change in the amount\nof [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT] . Such credit memo may be used\nfor the purchase of Boeing goods and services [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n2.2  [*CONFIDENTIAL MATERIAL OMITTED AND FILED\n     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\n     PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n2.3  Retrofit Master Change 0315MK7012 entitled 'Increase\n     Certified Structural Design and Operational Weights, \n     777-200ER Increased Gross Weight Airplane -  MTOW to \n     [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY \n     WITH THE SECURITIES AND EXCHANGE COMMISSION\n     PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] .'\n\nConcurrent with execution of this Letter agreement, Boeing\nwill provide to Buyer a revised proposal for Retrofit Master\nChange 0315MK7017.  Such revised proposal will include in\nthe effectivity all of Buyer's B Market Aircraft that are\nlisted in Attachment A that are not included in the\neffectivity for Production Master Change 0315A227A24.  The\nprice in such revised proposal shall be [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] per B Market Aircraft [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] .\n\n2.4  Master Change Contingencies.\n\nThe credit memo and [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  offered\nabove is contingent on Buyer's acceptance of both Production\nMaster Change 0315A227A24 and Retrofit Master Change\n0315MK7017 covering all B Market Aircraft in Attachment A.\n\n3.   AFM Weight Revisions.\n\nBuyer's AFM will be revised to reflect an MTOW of\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT]  for affected B Market Aircraft\nin accordance with the schedules in the master changes\nspecified in Paragraphs 2.1 and 2.3\n\n4.   Applicability of Letter Agreement\n\nThe terms and conditions of this Letter Agreement will apply\nto all B Market Aircraft listed in Attachment A and any\nfuture aircraft of the same submodel ordered subsequent to\nsigning this Letter Agreement and scheduled for delivery\nprior to [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] , except\nas such future aircraft delivery dates may be slid beyond\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT]  by mutual agreement of Boeing\nand Buyer.\n\n5.   Fulfilled Obligation\n\nThe terms and conditions of this letter agreement are\noffered [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A\nREQUEST FOR CONFIDENTIAL TREATMENT]  applicable to the B\nMarket Aircraft.  The execution of this Letter Agreement\nwill constitute fulfillment of Boeing's obligations relative\nto   Paragraph 20 of Supplemental Agreement 8 to the\nPurchase Agreement, and any of [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT]\n\n6.   Confidentiality\n\nThe terms and conditions of this Letter Agreement shall be\nconsidered to be confidential and shall not be disclosed by \neither party (except (a) as reasonably necessary to its    \nrespective employees, insurers, auditors or professional advisors, \n(b) as either party may reasonably determine may be required by \napplicable provisions of, or rules or regulations under, applicable \nsecurities laws, bankruptcy laws or other laws or applicable stock \nexchange rules (in which case the disclosing party shall provide\nsufficient notice to and discuss with the other party\nthe facts of such determination), (c) as requested or\nrequired  of either party by oral question, interrogatories,\nrequests for information or documents,  subpoena, civil\ninvestigative demand or any informal or formal investigation\nby any government or governmental agency or authority\n(provided the disclosing party actually  has been issued\na valid subpoena, civil investigative demand, or request for\nproduction, has duly sought a protective order when such\nan order is possible and, in any case, has provided\nsufficient notice to the other party to allow the other\nparty to seek protection), or (d) as otherwise agreed to by\nthe parties) without the prior written consent of the other\nparty.\n\nIf the foregoing correctly sets forth standing of our\nagreement with respect to the matters treated above, please\nindicate your acceptance and approval below.\n\nVery truly yours,                  ACCEPTED AND AGREED\n\n                              \n                              Date:  8\/5\/99\n                                     ------\n\nTHE BOEING COMPANY            UNITED AIR LINES, INC.\n\n\nBy \/s\/ B. Belka               By \/s\/ Douglas A. Hacker\n   ------------                  ---------------------\n\nIts  Attorney-in-Fact         Its  Executive Vice President and\n                                   Chief Financial Office\n\n\n\n                       B Market Aircraft\n                       -----------------\n\n         Aircraft Serial  Boeing Block        Contract Delivery\n            Number          Number                  Date\n         ---------------  -------------       ------------------\n         \n          26939           [*CONFIDENTIAL      June 1997\n          26938           MATERIAL OMITTED    April 1997\n          26948           AND FILED           March 1997\n          26950           SEPARATELY WITH     March 1997\n          26951           THE SECURITIES      April 1997\n          26954           AND EXCHANGE        May 1997\n          26942           COMMISSION          July 1997\n          26935           PURSUANT TO A       August 1997\n          26943           REQUEST FOR         August 1997\n          26933           CONFIDENTIAL        August 1997\n          26934           TREATMENT]          September 1997\n          26946                               October 1997\n          26953                               November 1997\n          26927                               December 1997\n          26931                               January 1998\n          26924                               February 1998\n          26928                               February 1998\n          26926                               May 1998\n          28713                               February 1999\n          28714                               March 1999\n          30212                               May 1999\n          30213                               July 1999\n          30214                               November 1999\n          30215                               December 1999\n          [*CONFIDENTIAL                      [*CONFIDENTIAL      \n          MATERIAL OMITTED                    MATERIAL OMITTED    \n          AND FILED                           AND FILED\n          SEPARATELY WITH                     SEPARATELY WITH\n          THE SECURITIES                      THE SECURITIES\n          AND EXCHANGE                        AND EXCHANGE\n          COMMISSION                          COMMISSION\n          PURSUANT TO A                       PURSUANT TO A \n          REQUEST FOR                         REQUEST FOR\n          CONFIDENTIAL                        CONFIDENTIAL\n          TREATMENT]                          TREATEMENT]\n\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-42426","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\/42426","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=42426"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42426"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42426"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42426"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}