{"id":42433,"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-air9.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-agreement-to-purchase-agreement-no-1670-united-air9","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/letter-agreement-to-purchase-agreement-no-1670-united-air9.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-891R2\n\n\nUnited Air Lines, Inc.\nP.O. Box 66100\nChicago, Illinois  60666\n\nSubject:        Letter Agreement No. 6-1162-DLJ-891R2\n                to Purchase Agreement No. 1670 -\n                Certain Contractual Matters\n\nGentlemen:\n\nReference is made to Purchase Agreement No. 1670 dated as of\neven date herewith (the Purchase Agreement) between The Boeing\nCompany (Boeing), United Air Lines, Inc. (United) and United\nWorldwide Corporation (Worldwide), relating to the sale by\nBoeing and the purchase by United and Worldwide (collectively\nthe Buyer) of thirty (30) Model 747-422 aircraft (hereinafter\nreferred to as the Aircraft).\n\nFurther reference is made to Letter Agreement 1670-5 dated as\nof even date herewith to the Purchase Agreement relating to\nthe granting of options to purchase thirty (30) Model 747-422\noption aircraft (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\nwith respect 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\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\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\n\n\n\n3.  Use or Application of Credit Memoranda.\n\n        Each credit memorandum issued per paragraph 1 above may\nbe applied by Buyer to the final payment of the purchase price\nof the Firm Aircraft or Option Aircraft for which such credit\nmemorandum was issued or in payment for Boeing proprietary\nspare parts or other Boeing goods and services.\n\n4.  Advance Payment Base Price,\n\n        Notwithstanding Articles 5.1 and 5.2 of the Purchase\nAgreement and paragraphs 4.1, and 4.2 of Letter Agreement\n1670-5, for the sole purpose of calculation of advance\npayments, the Advance Payment Base Prices set forth or\ndetermined therein [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT] of this Letter\nAgreement (the \"Alternate Advance Payment Base Price\").  The\namounts of such credits and the Alternate Advance Payment Base\nPrice will be determined at the time advance payment base\nprices are determined in accordance with Article 5.1 of the\nPurchase Agreement and paragraph 4.1 of Letter Agreement\n1670-5.\n\n5.  Alternate Advance Payment Schedule.\n\n        Notwithstanding the Advance Payment Schedules set forth\nin Article 5.2 of the Purchase Agreement and paragraph 4.4 of\nLetter Agreement No. 1670-5, the following advance payment\nschedule is substituted for the schedules detailed in such\nArticle 5.2 and paragraph 4.4.  All other terms and conditions\nof such Article 5.2 and paragraph 4.4 will remain unchanged\nexcept as set forth in paragraph 4 above.\n\n                                       Amount Due or\n       Due Date of Payment           Paid per Aircraft\n\n\n\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\n\n\nBoeing shall defer remaining advance payments due pursuant to\nthe Advance Payment Schedule set forth in Article 5.2 of the\nPurchase Agreement and paragraph 4.4 of Letter Agreement No.\n1670-5 from the normal due date of each such payment to the\ndate of delivery of the respective Aircraft.  Boeing may, at\nits sole option select to either (i) permit such deferral\nwithout any interest charged to Buyer or (ii) charge Buyer\ninterest on the amount of each advance payment deferred,\ncalculated on the basis of a 365\/366 day year from the actual\nnumber of days elapsed form the date each such advance payment\nis due to the date such advance payment is paid in full at a\nfluctuating rate per annum equal to [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\nplus the rate of interest announced publicly by Citibank, N.A.,\nNew York as its base rate, from time to time, as such bank's\nbase rate may change, each change in such fluctuating rate to\ntake place simultaneously with the corresponding change in such\nbase rate, calculated on the basis of a year of 365\/366 days\nfor the actual number of days elapsed.  If Boeing elects option\n(ii) above, Buyer shall pay to Boeing such deferred advance\npayments and interest due thereon, on the date of delivery of\neach Aircraft to which such deferred advance payment applies\nand Boeing shall issue a credit memorandum to Buyer in the\namount equal to the accrued interest on deferred advance\npayments for each Aircraft upon delivery of such Aircraft to\nBuyer.\n\n\n\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\n\n\n8.  Base Airframe Price [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is increased\nby Boeing then to the extent that such increases are not due to\nthe causes listed below, Boeing will provide at delivery of\neach Aircraft a credit memorandum in an amount equal to any\nincrease above such base airframe price.\n\n        Such causes are:\n\n        (i)    Changes mandated by U.S. Government\nrequirements.  Any such changes will be program priced so as to\nallocate the nonrecurring costs of such changes to the largest\nnumber of aircraft reasonable.\n\n        (ii)   Buyer agreed changes.\n\n        (iii)  Price increases by Boeing's vendors or\nsubcontractors for airframe components, equipment,\nsubassemblies or installations installed in the Aircraft.\n\n        If the airframe base price increases are due to any of\nthe causes listed above, Boeing will provide Buyer with a\nlisting identifying any increase with respect to such causes.\nAny increases resulting from (iii) above will only be to the\nextent that such increases are in excess of any recovery\nthrough the airframe escalation provisions of the Purchase\nAgreement.  Further, any such increases will be calculated to\ninclude offsets for reduced prices for or deletions of any\nother items described in (iii) above.\n\n        (This paragraph shall not apply to any Aircraft after\ndefinitive agreement for Buyer's purchase of such Option\nAircraft.)\n\n9.  Certain Substitution Rights Regarding Greater Seating\nCapacity Aircraft.\n\n        If Boeing decides to proceed with the development and\nproduction of a greater capacity aircraft (\"Greater Seating\nCapacity Aircraft\"), than that specified in Exhibit A, then\nBuyer may substitute such Greater Capacity Aircraft, subject to\nthe terms thereof.  Boeing will advise Buyer as soon as\npossible of its decision regarding offerability of the Greater\nSeating Capacity Aircraft.  If Boeing elects to offer the\nGreater Seating Capacity Aircraft, Boeing will issue a proposal\nand business offer to Buyer as soon as practicable, specifying\navailable Greater Seating Capacity Aircraft positions in a\nsimilar time period to the Aircraft.  If Buyer accepts such\nproposal and business offer and enters into a definitive\nagreement within thirty (30) days thereafter, Buyer may\nsubstitute Greater Seating Capacity Aircraft for the 747-400\nAircraft which is the subject of this Purchase Agreement on a\none-for-one basis.\n\n10.  Changes to Performance Guarantees.\n\n        Boeing may adjust, change or modify performance\nguarantees set forth in Letter Agreement 6-1162-DLJ-860 without\nBuyer's consent with respect to the Aircraft referred to in\nArticle 2, as specifically permitted by Letter Agreement\n6-1162-DLJ-860 and by Article 7.2 as modified by paragraph 7 of\nthis Letter Agreement ; provided, however, with respect to\nArticle 7.2, that Boeing may adjust, change or modify\nperformance guarantees solely as a result of increases in\nweight as compared to the weights specified in the performance\nguarantees set forth in Letter Agreement 6-1162-DLJ-860, as\nthey may be modified from time to time.\n\n\n\n\n\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\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     \n13.  Non-Disclosure.\n\n        The parties understand that certain commercial and\nfinancial information contained in this letter agreement is\nconsidered as privileged and confidential.  The parties agree\nthat they will treat such information as privileged and\nconfidential and will not, without prior written consent of the\nother party, disclose such information to any other person\nexcept as may be required by (i) applicable law or governmental\nregulations, or (ii) for financing the Aircraft in accordance\nwith the provisions of Article 11.2 of the Purchase Agreement.\nIn connection with any such disclosure or filing of such\ninformation pursuant to any applicable law or governmental\nregulations; Buyer shall request and use its best reasonable\nefforts to obtain confidential treatment of such information.\nBoeing agrees to cooperate with Buyer in making and supporting\nits request for confidential treatment.  In fulfilling its\nobligations under this paragraph 11, the parties shall only be\nrequired to use the same degree of care to prevent unauthorized\ndisclosure and use of the information contained in this Letter\nAgreement as they would use to prevent the disclosure and use\nof its own commercial and financial information of the same or\nsimilar nature and which it considers proprietary or\nconfidential.\n\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. Monica Fix\n\nIts Attorney in Fact\n\n\nACCEPTED AND AGREED TO this\n\nDate: April 13, 1995\n\nUNITED AIR LINES, INC.\n\n\nBy \/s\/ Douglas A. Hacker\n\nIts Senior Vice President - Finance\n\n\nUNITED WORLDWIDE CORPORATION\n\n\nBy Douglas A. Hacker\n\nIts Senior Vice President\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-42433","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\/42433","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=42433"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42433"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42433"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42433"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}