{"id":42430,"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-air3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-agreement-to-purchase-agreement-no-1670-united-air3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/letter-agreement-to-purchase-agreement-no-1670-united-air3.html","title":{"rendered":"Letter Agreement to Purchase Agreement No. 1670 &#8211; United Air Lines Inc. and The Boeing Co."},"content":{"rendered":"<pre>\n6-1162-DLJ-891R3\n\nUnited Air Lines, Inc.\nP.O. Box 66100\nChicago, Illinois 60666\n\nSubject:           Letter Agreement No. 6-1162-DLJ-891R3\n                   to Purchase Agreement No. 1670 -\n                   [*CONFIDENTIAL MATERIAL OMITTED AND FILED\n                   SEPARATELY WITH THE SECURITIES AND EXCHANGE\n                   COMMISSION PURSUANT TO A REQUEST FOR\n                   CONFIDENTIAL TREATMENT]\n\n\nGentlemen:\n\nReference is made to Purchase Agreement No. 1670 dated as of even\ndate herewith (the Purchase Agreement) between The Boeing Company\n(Boeing), United Air Lines, Inc. (United) and United Worldwide\nCorporation (Worldwide), relating to the sale by Boeing and the\npurchase by United and Worldwide (collectively the Buyer) of\nthirty-three (33) Model 747-422 aircraft (hereinafter referred to\nas the Aircraft).\n\nFurther reference is made to Letter Agreement 1670-5 dated as of\neven date herewith to the Purchase Agreement relating to the\ngranting of options to purchase thirty (30) Model 747-422 option\naircraft (the Option Aircraft).\n\nThis letter, when accepted by Buyer contemporaneously with the\nexecution of the Purchase Agreement, will become part of the\nPurchase Agreement and will evidence our further agreement with\nrespect to the matters set forth below.\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]\n\n\nP.A. No. 1670                S\/A 8\nK\/UAL\n\nUnited Air Lines, Inc.\n6-1162-DLJ-891R3  Page 2\n\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n          In consideration of Buyer's purchase of thirty-four\n(34) Model 777 aircraft under Purchase Agreement [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT]\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n          In consideration of Buyer's purchase of thirty-four\n(34) Model 777 aircraft under Purchase Agreement [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT]\n\n     Escalation of Credit Memoranda.\n     ------------------------------\n\n     The actual amount of the credit memoranda to be provided\npursuant to paragraph 1 above shall be determined by escalating\nthe base amount of such credit by application of the airframe\nescalation provisions described in Exhibit D of the Purchase\nAgreement and Attachment A to Letter Agreement 1670-5 or such\nAirframe escalation provisions as are applicable to the Option\nAircraft, as such credits are applicable to the Firm Aircraft or\nOption Aircraft for which such respective credit is issued.\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\n\nP.A. No. 1670                S\/A 8\nK\/UAL\n\nUnited Air Lines, Inc.\n6-1162-DLJ-891R3  Page 3\n\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\nP.A. No. 1670                S\/A 8\nK\/UAL\n\nUnited Air Lines, Inc.\n6-1162-DLJ-891R3  Page 4\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] is paid in full at a fluctuating rate per\nannum equal to one percent (1%) plus the rate of interest\nannounced publicly by Citibank, N.A., New York as its base rate,\nfrom time to time, as such bank's base rate may change, each\nchange in such fluctuating rate to take place simultaneously with\nthe corresponding change in such base rate, calculated on the\nbasis of a year of 365\/366 days for the actual number of days\nelapsed.  If Boeing elects option (ii) above, Buyer shall pay to\nBoeing [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] and interest due thereon, on the date of\ndelivery of each Aircraft to which [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\nBoeing shall issue a credit memorandum to Buyer in the amount\nequal to the accrued interest on deferred advance payments\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]\n\n     Program Changes.\n     ---------------\n\n     Article 7.2 entitled Program Changes of the Purchase\nAgreement is hereby deleted in its entirety.\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n     \n\n\nP.A. No. 1670                S\/A 8\nK\/UAL\n\nUnited Air Lines, Inc.\n6-1162-DLJ-891R3  Page 5\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n     Changes to Performance Guarantees.\n     ---------------------------------\n\n     Boeing may adjust, change or modify performance guarantees\nset forth in Letter Agreement 6-1162-DLJ-860 without Buyer's\nconsent with respect to the Aircraft referred to in Article 2, as\nspecifically permitted by Letter Agreement 6-1162-DLJ-860 and by\nArticle 7.2 as modified by paragraph 7 of this Letter Agreement;\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]\n\n     \nP.A. No. 1670                S\/A 8\nK\/UAL\n\nUnited Air Lines, Inc.\n6-1162-DLJ-891R3  Page 6\n\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     \nP.A. No. 1670                S\/A 8\nK\/UAL\n\nUnited Air Lines, Inc.\n6-1162-DLJ-891R3  Page 7\n\n12.  Non-Disclosure.\n     --------------\n\n     The parties understand that certain commercial and financial\ninformation contained in this letter agreement is considered as\nprivileged and confidential.  The parties agree that they will\ntreat such information as privileged and confidential and will\nnot, without prior written consent of the other party, disclose\nsuch information to any other person except as may be required by\n(i) applicable law or governmental regulations, or (ii) for\nfinancing the Aircraft in accordance with the provisions of\nArticle 11.2 of the Purchase Agreement.  In connection with any\nsuch disclosure or filing of such information pursuant to any\napplicable law or governmental regulations; Buyer shall request\nand use its best reasonable efforts to obtain confidential\ntreatment of such information.  Boeing agrees to cooperate with\nBuyer in making and supporting its request for confidential\ntreatment.  In fulfilling its obligations under this paragraph\n11, the parties 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 they would use\nto prevent the disclosure and use of its own commercial and\nfinancial information of the same or similar nature and which it\nconsiders proprietary or confidential.\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\nBy \/s\/ M. Monica Fix\n   -----------------\nIts Attorney in Fact\n\n\nACCEPTED AND AGREED TO this\nDate: May 30, 1996\n\nUNITED AIR LINES, INC.\n\n\nBy \/s\/ Douglas A. Hacker\n   ---------------------\nIts Senior Vice President and\n    Chief Financial Officer\n\n\nP.A. No. 1670                S\/A 8\nK\/UAL\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-42430","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\/42430","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=42430"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42430"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42430"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42430"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}