{"id":42429,"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-1670-united-air.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-agreement-to-purchase-agreement-no-1670-united-air","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/letter-agreement-to-purchase-agreement-no-1670-united-air.html","title":{"rendered":"Letter Agreement to Purchase Agreement No. 1670 &#8211; United Air Lines Inc. and The Boeing Co."},"content":{"rendered":"<pre>\nUnited Air Lines, Inc.\n1670-06 Page 1\n\n1670-06                                            \nJuly 12, 1996\n\nUnited Air Lines Inc.\nP.O. Box 66100\nChicago, Illinois 60666\n\n\nSubject:    Letter Agreement No. 1670-06 to\n            Purchase Agreement No. 1670-\n            [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\n            WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\n            TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\nReference is made to Purchase Agreement No. 1670 dated December\n18, 1990 between The Boeing Company (Boeing) and United Air\nLines, Inc. (Buyer) (the Purchase Agreement) relating to the sale\nby Boeing and the purchase by Buyer of thirty-nine (39) Model 747-\n422 aircraft (the Aircraft).\n\nAll terms used herein and in the Purchase Agreement, and not\ndefined herein, shall have the same meaning as in the Purchase\nAgreement.\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] as more fully described in paragraph 2\nbelow, for any of Buyer's Aircraft which are scheduled to deliver\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] For the purpose of this Letter Agreement\nsuch Aircraft are referred to as 'Eligible Aircraft.'\n\nAll escalation calculations under this Letter Agreement,\nincluding rounding, will be made in accordance with Exhibit D to\nthe Purchase Agreement entitled 'Price Adjustment Due to Economic\nFluctuations - Airframe Price Adjustment' (hereinafter referred\nto as 'Exhibit D'), using actual escalation indices published for\nthe applicable period.\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.\n1670-06  Page 2\n\n\n          Calculation - Eligible Aircraft Delivering in 1997.\n          --------------------------------------------------\n\n          At the time of delivery of each Eligible Aircraft\ndelivering in 1997, Boeing will issue to Buyer a credit\nmemorandum (the 1997 Credit Memorandum) which shall be applied to\nthe Purchase Price of such Aircraft.  The 1997 Credit Memorandum\nshall be calculated as follows:\n\n     [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\n     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\n     FOR CONFIDENTIAL TREATMENT] and the escalation calculated\n     for the month of delivery of the 1997 Eligible Aircraft;\n\n     provided however,\n\n     [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\n     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\n     FOR CONFIDENTIAL TREATMENT] pursuant to the following\n     calculation:\n\n          At the time of the delivery of the 1997 Eligible\n          Aircraft, the Base Airframe Price and Special Features\n          prices will be escalated to a December 1996 delivery\n          month.  The December 1996 escalated price will be\n          referred to in the following formula as the 'December\n          1996 Index Amount'.  The 1997 Credit Memorandum for the\n          1997 Eligible Aircraft will not exceed an amount equal\n          to:\n\n          [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\n          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\n          A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n          Calculation - Eligible Aircraft Delivering in 1998.\n          --------------------------------------------------\n\n          At the time of delivery of each Eligible Aircraft\ndelivering in 1998, Boeing will issue to Buyer a credit\nmemorandum (the 1998 Credit Memorandum) which shall be applied to\nthe Purchase Price of such Aircraft.  The 1998 Credit Memorandum\nshall be the sum of:\n\n     [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\n     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\n     FOR CONFIDENTIAL TREATMENT]\n\n\nUnited Air Lines, Inc.\n1670-06 Page 3\n\n\n     [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\n     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\n     FOR CONFIDENTIAL TREATMENT] and the escalation calculated\n     for the month of delivery of the 1998 Eligible Aircraft:\n\n     provided however,\n\n     [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\n     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\n     FOR CONFIDENTIAL TREATMENT] pursuant to the following\n     calculation:\n\n          At the time of the delivery of the 1998 Eligible\n          Aircraft, the Base Airframe Price and Special Features\n          prices will be escalated to a December 1997 delivery\n          month.  The December 1997 escalated price will be\n          referred to in the following formula as the 'December\n          1997 Index Amount'.  The 1998 Credit Memorandum for the\n          1998 Eligible Aircraft will not exceed an amount equal\n          to:\n\n          [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\n          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\n          A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n          Eligible Aircraft Delivering after 1998.\n          ---------------------------------------\n\n          For Eligible Aircraft delivering after the calendar\nyear 1998, the amount of the Credit Memorandum will be the amount\ncalculated pursuant to paragraph 2.2 above as if the delivery was\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] This credit memorandum amount will be\nescalated from December 1998 to the month of delivery.\n\n     Advance Payment Base Price.\n     --------------------------\n\n     It is agreed that the Advance Payment Base Prices for the\nEligible Aircraft, set forth in Article 5.1 of the Purchase\nAgreement [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT] pursuant to this Letter Agreement.\n\n\nUnited Air Lines, Inc.\n1670-06 Page 4\n\n\n          Incorporation Point.\n          -------------------\n\n          The revised Advance Payment Base Prices specified in\nparagraph 3.1 will be used for all payments due to Boeing after\nthe date of this Letter Agreement.  Boeing will review the\nadvance payments made prior to the date of this Letter Agreement\nand determine if there is an excess.  Any excess will be deducted\nfrom the next advance payment due to Boeing.\n\n     Escalating Credits (STE).\n     ------------------------\n\n     It is agreed that the credit memoranda specified in Letter\nAgreement No. 6-1162-TML-DLJ891R1 which escalate in accordance\nwith Exhibit D, is expressed as a percentage of the escalated\nPurchase Price of the Aircraft, will be calculated using the same\nfactors used to develop the adjusted airframe escalation pursuant\nto this Letter Agreement.\n\nVery truly yours,\n\nTHE BOEING COMPANY\n\nBy \/s\/ M. O. Hurt\n   --------------\nIts Attorney-In-Fact\n\nACCEPTED AND AGREED TO this\nDate: July 12, 1996\n      -------\n\nUnited Air Lines Inc.\n\nBy \/s\/ Douglas A. Hacker\n   ---------------------\nIts Senior Vice President and\n    Chief Financial Officer\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-42429","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\/42429","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=42429"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42429"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42429"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42429"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}