{"id":42435,"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-air12.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-agreement-to-purchase-agreement-no-1670-united-air12","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/letter-agreement-to-purchase-agreement-no-1670-united-air12.html","title":{"rendered":"Letter Agreement to Purchase Agreement No. 1670 &#8211; United Air Lines Inc. and The Boeing Co."},"content":{"rendered":"<pre>6-1162-DLJ-891R5                                   \nApril 11, 1997\n\n\nUnited Air Lines, Inc.\nP.O. Box 66100\nChicago, Illinois 60666\n\nSubject:            Letter Agreement No. 6-1162-DLJ-891R5\n                    to Purchase Agreement No. 1670 -\n                    [*CONFIDENTIAL MATERIAL OMITTED\n                    AND FILED SEPARATELY WITH THE\n                    SECURITIES AND EXCHANGE\n                    COMMISSION PURSUANT TO A\n                    REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\nGentlemen:\n\nReference is made to Purchase Agreement No. 1670 dated as of December 18,\n1990 (the Purchase Agreement) between The Boeing Company (Boeing), and\nUnited Air Lines, Inc. (Buyer), relating to the sale by Boeing and the\npurchase by Buyer of forty-two (42) Model 747-422 aircraft (hereinafter\nreferred to as the Aircraft).\n\nFurther reference is made to Letter Agreement 1670-5 dated as of even date\nherewith to the Purchase Agreement relating to the granting of options to\npurchase eleven (11) Model 747-422 option aircraft (the Option Aircraft).\n\nThis letter, when accepted by Buyer contemporaneously with the execution of\nthe Purchase Agreement, will become part of the Purchase Agreement and will\nevidence our further agreement with respect to the matters set forth below.\n\nAll terms used herein and in the Purchase Agreement, and not defined\nherein, shall have the same meaning as in the Purchase Agreement.\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\nP.A. No. 1670                   SA-11\nK\/UAL\n\nUnited Air Lines, Inc.\n6-1162-DLJ-891R5  Page 2\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n       In consideration of Buyer's purchase of thirty-four (34) Model\n777 aircraft under Purchase Agreement 1663, [*CONFIDENTIAL MATERIAL OMITTED AND \nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT \nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n       In consideration of Buyer's purchase of thirty-four (34) Model\n777 under Purchase Agreement 1663 [*CONFIDENTIAL MATERIAL OMITTED AND \nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT \nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n2.     Escalation of Credit Memoranda.\n       ------------------------------\n\n       The actual amount of the credit memoranda to be provided pursuant\nto paragraph 1 above shall be determined by escalating the base amount of\nsuch credit by application of the airframe escalation provisions described\nin Exhibit D of the Purchase Agreement and Attachment A to Letter Agreement\n1670-5 or such Airframe escalation provisions as are applicable to the\nOption Aircraft, as such credits are applicable to the Firm Aircraft or\nOption Aircraft for which such respective credit is issued.\n\nP.A. No. 1670                   SA-11\nK\/UAL\n\nUnited Air Lines, Inc.\n6-1162-DLJ-891R5  Page 3\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\nP.A. No. 1670                   SA-11\nK\/UAL\n\nUnited Air Lines, Inc.\n6-1162-DLJ-891R5  Page 4\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\nis paid in full at a fluctuating rate per annum equal to one percent (1%)\nplus the rate of interest announced publicly by Citibank, N.A., New York as\nits base rate, from time to time, as such bank's base rate may change, each\nchange in such fluctuating rate to take place simultaneously with the\ncorresponding change in such base rate, calculated on the basis of a year\nof 365\/366 days for the actual number of days elapsed.  If Boeing elects\noption (ii) above, Buyer shall pay to Boeing [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and interest due thereon,\non the date of delivery of each Aircraft to which [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing shall issue a\ncredit memorandum to Buyer in the amount equal to the accrued interest on\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n7.     Program Changes.\n       ---------------\n\n       Article 7.2 entitled Program Changes of the Purchase Agreement\nis hereby deleted in its entirety.\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n9.     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 consent with\nrespect to the Aircraft referred to in Article 2, as specifically permitted\nby Letter Agreement 6-1162-DLJ-860 and by Article 7.2 as modified by\nparagraph 7 of this Letter Agreement; [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A\nREQUEST FOR CONFIDENTIAL TREATMENT]\n\nP.A. No. 1670                   SA-11\nK\/UAL\n\nUnited Air Lines, Inc. \n6-1162-DLJ-891R5  Page 5\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\nP.A. No. 1670                   SA-11\nK\/UAL\n\nUnited Air Lines, Inc.\n6-1162-DLJ-891R5  Page 6\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n11.    Non-Disclosure.\n       --------------\n\n       The parties understand that certain commercial and financial\ninformation contained in this letter agreement is considered as privileged\nand confidential.  The parties agree that they will treat such information\nas privileged and confidential and will not, without prior written consent\nof the other party, disclose such information to any other person except as\nmay be required by (i) applicable law or governmental regulations, or (ii)\nfor financing the Aircraft in accordance with the provisions of Article\n11.2 of the Purchase Agreement.  In connection with any such disclosure or\nfiling of such information pursuant to any applicable law or governmental\nregulations; Buyer shall request and use its best reasonable efforts to\nobtain confidential treatment of such information.  Boeing agrees to\ncooperate with Buyer in making and supporting its request for confidential\ntreatment.  In fulfilling its obligations under this paragraph 11, the\nparties shall only be required to use the same degree of care to prevent\nunauthorized disclosure and use of the information contained in this Letter\nAgreement as they would use to prevent the disclosure and use of its own\ncommercial and financial information of the same or similar nature and\nwhich it considers proprietary or confidential.\n\n\nIf the foregoing correctly sets forth your understanding of our agreement\nwith respect to the matters treated above, please indicate your acceptance\nand approval below.\n\nVery truly yours,\n\nTHE BOEING COMPANY\n\n\nBy   \/s\/M.D. Hurt\n     ------------\nIts  Attorney In Fact\n     ----------------\n\nACCEPTED AND AGREED TO this\n\nDate:   April 11, 1997\n        --------------\n\nUNITED AIR LINES, INC.\n\nBy      \/s\/ Douglas A. Hacker\n        ---------------------\nIts      Senior Vice President and\n         Chief Financial Officer\n         -----------------------\n\nP.A. No. 1670                   SA-11\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-42435","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\/42435","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=42435"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42435"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42435"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42435"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}