{"id":42436,"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-agreements-no-1485-1595-1602.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-agreement-to-purchase-agreements-no-1485-1595-1602","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/letter-agreement-to-purchase-agreements-no-1485-1595-1602.html","title":{"rendered":"Letter Agreement to Purchase Agreements No. 1485, 1595, 1602, 1663, 1670 and Agreement of Purchase 6-1162-MDH-454 &#8211; United Air Lines Inc. and The Boeing Co."},"content":{"rendered":"<pre>\n6-1162-MDH-150R1\n\nJune 3, 1997\n\nUnited Air Lines, Inc.\nP.O. Box 66100\nChicago, Illinois 60666\n\nSubject:      Letter Agreement No. 6-1162-MDH-150R1 to Purchase \n              Agreement No. 1485, 1595, 1602, 1663, 1670 and Agreement \n              of Purchase 6-1162-MDH-454 - [*CONFIDENTIAL MATERIAL \n              OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\n              CONFIDENTIAL TREATMENT]\n\nGentlemen:\n\nReference is made to Purchase Agreement Nos. 1485, 1595, 1602,\n1663 and 1670 (each individually a 'Purchase Agreement', and\ncollectively the 'Purchase Agreements') between The Boeing\nCompany ('Boeing') and United Air Lines, Inc. ('Buyer') relating\nto the sale by Boeing and the purchase by Buyer of 737, 747, 757,\n767 and 777 aircraft (hereinafter referred to as the Aircraft).\nFurther reference is made to Agreement of Purchase No. 6-1162-MDH-\n454, such term AOP shall be deemed to include any Final Form of\nPurchase Agreement, as defined therein, entered pursuant thereto\nbetween Boeing and Buyer relating to the sale by Boeing and the\npurchase by Buyer {AOP} of certain 767-322 {De-rated -322ER}\naircraft {hereinafter referred to as the 767-322 Aircraft}.\n\nThis letter agreement ('Letter Agreement'), when accepted by\nBuyer, will become part of each Purchase Agreement and AOP and\nwill evidence our further agreement with respect to the matters\nset forth below.\n\nAll terms used herein and in the Purchase Agreements and AOP, and\nnot defined herein, shall have the same meaning as in such\nPurchase Agreements and AOP.  If there is any inconsistency\nbetween the terms of this Letter Agreement and any such Purchase\nAgreement or AOP or any Purchase Agreement Amendment thereto the\nterms of this Letter Agreement will govern.\n\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 2\n\n1.        Widebody Business Concessions.\n          -----------------------------\n\nThis Letter Agreement sets forth certain business concessions\nextended by Boeing to Buyer as part of the following Supplemental\nAgreements to the Purchase Agreements {the Supplemental\nAgreements}:\n\n          Supplemental Agreement No. 6 dated May 30, 1996 to\n          Purchase Agreement No. 1485\n\n          Supplemental Agreement No. 7 dated July 11, 1996 to\n          Purchase Agreement No. 1485\n\n          Supplemental Agreement No. 4 dated May 30, 1996 to\n          Purchase Agreement No. 1663\n\n          Supplemental Agreement No. 5 dated July 11, 1996 to\n          Purchase Agreement No. 1663\n\n          Supplemental Agreement No. 8 dated May 30, 1996 to\n          Purchase Agreement No. 1670\n\n          Supplemental Agreement No. 9 dated July 11, 1996 to\n          Purchase Agreement No. 1670\n\nEach such Supplemental Agreement identified certain Aircraft to\nbe purchased by Buyer to satisfy certain commitments of Buyer as\nset forth in Letter Agreement No. [*CONFIDENTIAL MATERIAL OMITTED\nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  Such Aircraft\nand their respective months and years of scheduled delivery are\nset forth in Attachment No. 1 to this Letter Agreement\n{hereinafter referred to as the [*CONFIDENTIAL MATERIAL OMITTED\nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft'}.\nAdditionally, Supplemental Agreement No. 9 dated July 11, 1996 to\nPurchase Agreement No. 1670 identified certain additional\nModel 747-422 Aircraft to be purchased by Buyer.  Such additional\nModel 747-422 Aircraft and their respective months and years of \nscheduled delivery are set forth in such Attachment No. 1 to this\nLetter Agreement {hereinafter referred to as the [*CONFIDENTIAL \nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND \nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] \nAircraft'}.\n\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 3\n\n\n                     [*CONFIDENTIAL MATERIAL\n                     OMITTED AND FILED SEPARATELY WITH THE\n                     SECURITIES AND EXCHANGE COMMISSION PURSUANT\n                     TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\n\n\nIn determining the Advance Payment Base Price for the Model 747-422\nAircraft scheduled for delivery one (1) each in May, June, August,\n<font size=\"2\">September 1997 and two (2) June 1998; and the following Block of Aircraft:\n\n           Block No.                   Purchase Agreement No.\n           ---------                   ----------------------\n              \n              F                               1485\n              G                               1485\n              B 'B' Market Aircraft           1663\n\n\n<\/font>{hereinafter referred to as the [*CONFIDENTIAL MATERIAL OMITTED \nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft'} Boeing \nused Exhibit D Airframe and Engine Price Adjustment of the applicable \nPurchase Agreement.  Accordingly, the Base Price of each such \n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR \nCONFIDENTIAL TREATMENT] Aircraft less the applicable base Engine \nprice {the Airframe Price} for each such [*CONFIDENTIAL MATERIAL  \nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE \nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] \nAircraft was escalated using Average Hourly Earning {AHE} \n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT].\n\nSuch interest will be calculated using the 90 day AA Federal\nReserve Commercial Paper Composite rate as posted on page 120 in\nTelerate (the Agreed Interest Rate), as on the close of business\non the first day of each quarter.  The accrued interest will be\npaid by wire transfer to Buyer on the first business day of the\nfollowing quarter.  [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 4\n\n\n                     A = B x C\/(D-E) where\n\n       A    =        [*CONFIDENTIAL MATERIAL\n                     OMITTED AND FILED SEPARATELY WITH THE\n                     SECURITIES AND EXCHANGE COMMISSION PURSUANT\n                     TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\n       B    =        [*CONFIDENTIAL MATERIAL\n                     OMITTED AND FILED SEPARATELY WITH THE\n                     SECURITIES AND EXCHANGE COMMISSION PURSUANT\n                     TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n       \n       C    =        [*CONFIDENTIAL MATERIAL\n                     OMITTED AND FILED SEPARATELY WITH THE\n                     SECURITIES AND EXCHANGE COMMISSION PURSUANT\n                     TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\n       D    =        [*CONFIDENTIAL MATERIAL\n                     OMITTED AND FILED SEPARATELY WITH THE\n                     SECURITIES AND EXCHANGE COMMISSION PURSUANT\n                     TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n       \n       E    =        [*CONFIDENTIAL MATERIAL\n                     OMITTED AND FILED SEPARATELY WITH THE\n                     SECURITIES AND EXCHANGE COMMISSION PURSUANT\n                     TO A REQUEST FOR CONFIDENTIAL TREATMENT].\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              [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY \n              WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT \n              TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\n\n       Attachment No. 2 hereto sets forth the [*CONFIDENTIAL MATERIAL \n       OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE \n       COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n       Whereupon, \n                  \n              1.2.1     Letter Agreement No. 1670-5R dated as of\n       December 18, 1990, accepted and agreed to by Buyer on\n       August 2, 1991 is amended to delete the Model 747-422\n       Option Aircraft listed in Attachment No. 2 hereto, and as\n       so amended such Letter Agreement No. 1670-5R shall remain\n       in full force and effect, and\n\n              1.2.2     the following letter agreements shall be\n       deemed canceled and of no further force and effect:\n\n     Letter Agreement No.       Title               Purchase Agreement No.\n     -------------------        -----               ---------------------\n                                                            \n        1485-8*           Option Aircraft (Block E)          1485\n        1663-5            Option Aircraft                    1663\n        1595-4            Option Aircraft                    1595\n\n\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 5\n\nNotwithstanding the cancellation of Letter Agreement No. 1485-8,\nBoeing and Buyer agree the provisions of paragraph 11.\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] of Letter Agreement No. 6-1162-TML-388\nshall be applicable to the [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\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\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT].\n\n\nBuyer may elect, [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT] by notification received\nby Boeing on or before twenty-four (24) months prior to the first\nday of the scheduled delivery month of such Aircraft.  Within\nfive (5) working days of receipt of Buyer's notification Boeing\nshall propose for sale and delivery to Buyer such [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT].  If within thirty (30) days of the date of Boeing's\nproposal for such [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Buyer accepts\nsuch proposal, Boeing and Buyer will enter into a supplemental\nagreement to the applicable purchase agreement or AOP, which are\nstill in effect, or a definitive agreement, within sixty (60)\ndays thereafter.  [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 6\n\n              1.3.1.2   Derivative Aircraft.\n                        -------------------\n\nBoeing will advise Buyer promptly of any decision to offer\nderivative aircraft (such offered aircraft 'Derivative\nAircraft').  Buyer may elect, STAP, a one-time substitution of a\nDerivative Aircraft, which Boeing then offers (each a 'Substitute\nAircraft') for [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft by notification\nreceived by Boeing on or before twenty-four (24) months prior to\nthe first day of the scheduled delivery month of such Aircraft.\nIf Buyer requests, Boeing will issue a proposal and business\noffer to Buyer as soon as practicable, specifying available\nDerivative Aircraft positions in a time period approximating the\ndelivery position of the Aircraft.  If Buyer accepts such\nproposal and business offer and enters into a definitive\nagreement within sixty (60) days thereafter, Buyer may substitute\nsuch Derivative Aircraft as provided herein.\n\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[*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[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT].\n\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 7\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT].\n\nBuyer shall have the right to [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft as\nherein after provided.\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT].\n\nWith notification received by Boeing on or before the first day\nof the month twenty-four (24) months prior to the scheduled\ndelivery month of the following Model 747-422 Aircraft, Buyer\nshall have the right to [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\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[*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\nIn the event Buyer should exercise its right to [*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\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 8\n\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].  Following Buyer's acceptance of such\nproposal, Boeing and Buyer will enter into a supplemental\nagreement to the applicable purchase agreement or AOP within\nthirty (30) days thereafter.  In such supplemental 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[*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\nBoeing will provide to Buyer at the time of delivery of the\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\nOn or before July 19, 1996, Boeing and Buyer agree to revise\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] based on the business discussions, which\nhave been had to date, with such changes as Boeing and Buyer may\nmutually agree.  If Boeing and Buyer are unable to reach\nagreement by such date then [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 9\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT].\n\nBuyer shall have the option to [*CONFIDENTIAL MATERIAL OMITTED\nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  In the event\nBuyer elects this option then Boeing will provide to Buyer\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\nSuch interest under both advance payment schedules is to be\ncalculated at an annual rate of 9% on a 365\/366 day year (simple\ninterest) up to and including the date of delivery of the\napplicable Aircraft.\n\nBuyer may elect this option upon 5 days prior notice at\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT].  Should Buyer elect [*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\n2.        Widebody Customer Support Matters.\n          ---------------------------------\n\n          2.1     737-300\/500 Thrust Reverser Warning Light.\n                  -----------------------------------------\n\nFollowing Boeing's receipt of Buyer's no charge purchase order\nBoeing shall ship to Buyer the following:\n\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 10\n\nPart No.               Qty.            Description\n-------                ---             -----------\n\n65-73606-170            12           Engine Accessory Unit\n\n       \n          2.2     Boeing Pilot Training Programs - Model\n                  --------------------------------------\n                  747\/757\/767\/777.\n                  ---------------\n\nFor the Model 747, 757, 767 and 777 aircraft, following Boeing's\nreceipt of Buyer's [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing shall provide to\nBuyer the following quantity of sets of Boeing Pilot Training\nPrograms:\n\n         Description                                        Qty. per Model\n         -----------                                        --------------\n\nFlight Training CBT Courseware (including Flight Crew       [*CONFIDENTIAL\nTraining and Cabin Attendant)                               MATERIAL\n                                                            OMITTED AND\nFlight Crew Video Briefings                                 FILED\n                                                            SEPARATELY\nFull sized colored instrument panel configuration           WITH THE\nillustration                                                SECURITIES AND\n                                                            EXCHANGE COM-\nElectrically Plotted or Computer Graphics Metafile Format   MISSION\n                                                            PURSUANT TO A\n                                                            REQUEST FOR\n                                                            CONFIDENTIAL\n                                                            TREATMENT]\n\n\n          2.3     Model 777 Simulator Data Package.\n                  --------------------------------\n\nFollowing Boeing's receipt of Buyer's [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],\nBoeing will deliver to Buyer Model 777 Simulator Data Packages to\nallow Buyer to:\n\n                  2.3.1     Add 777 'B' Market capability to its 'A'\n                            Market Simulator; and\n                  2.3.2     Add 777 'A' Market capability to its 'B'\n                            Market simulator.\n\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 11\n\n          2.4     Model 757 Simulator Data Package - 1997 Price.\n                  ---------------------------------------------\n\nFor Subsequent Sets of Model 757 Simulator Data Packages and\nConcurrent Sets of Model 757 Simulator Data Packages purchased\nunder Letter Agreement No. 6-1162-GKW-263 to Purchase Agreement\nNo. 1485, Boeing shall extend to Buyer Boeing's 1997 price of\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] per Subsequent Set and [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT] per Concurrent Set.\n       \n          2.5     Flight Simulator Hardware Support.\n                  ---------------------------------\n\n                  2.5.1     For the Model 747 and 757, Boeing will\nwork with Buyer to pre-implement a set of either long lead, or a\ncomplete set of, hardware for a new simulator in the required\nsimulator tail number.  Buyer will submit to Boeing a 'coverage'\nP\/O which will not be executed until selection of a simulator\nmanufacturer to be used in this pre-implementation.  Boeing also\npre-implements generic simulator long-lead hardware that may be\nallocated to Buyer with appropriate notification.  Kits are\nallocated based on notification, lead times, training needs,\nairplane delivery, etc.  Notification must occur in a timely\nfashion or kits may not be available as required by Buyer.  Once\nthe kit is allocated, Buyer will then have first right of refusal\non it.  Only hardware requirement dates of greater than six\nmonths on receipt of order will be accepted by Boeing for\nhardware required in addition to allocated pre-implemented kit.\n\n                  2.5.2     Required Boeing proprietary hardware may\nbe purchased at the then-current Boeing Spares Catalog prices.\nIn the event that Buyer elects to submit Purchase Orders to\nBoeing for selected vendor hardware, such Purchase Orders shall\nbe processed by Boeing in the same manner as sustaining spares\nfor the Aircraft, in accordance with the applicable terms and\nconditions of Spare Parts General Terms Agreement No. 22, dated\nOctober 25, 1967 as amended and supplemented.\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT].  This service will apply to Buyer's\nFleet indicated above and will be provided [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT] to Buyer for a period of ten (10) years commencing\nwith the delivery [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 12\n\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[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\nAll Manuals specified in this paragraph 2.7 will be produced in\naccordance with Air Transport Association (ATA) Specification\n100, and to the revision level specified in the applicable\nPurchase Agreement. [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT].  If Boeing introduces\nand offers new technical documentation formats not currently\noffered, Buyer may elect to substitute the formats, in lieu of\nthe existing formats, at Boeing's then current price and\napplicable terms and conditions.\n\n3.        Widebody Engineering Matters.\n          ----------------------------\n\n          3.1     Alternate Wiring Integration Unit.\n                  ---------------------------------\n\nIf in the process of the development of the Model 747-500\/600,\nBoeing develops an alternate Wiring Integration Unit, which in\nBoeing's opinion is offerable for incorporation in the Model 747-\n400 aircraft, Boeing shall propose such units to Buyer for its\nconsideration.\n\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 13\n\n          3.2     FANS\/Free Flight Production and Retrofit -\n                  ------------------------------------------\n                  Model 747\/777\n                  -------------\nOn July 8, 1996, Boeing and Buyer conducted joint technical\nmeetings at Everett, Washington to develop:\n\n          3.2.1.   jointly detailed definitions of the FANS\n          functions listed on Attachment No. 5 hereto for the 747-\n          422 and for the FANS functions listed on Attachment No.\n          6 hereto for the 777-222;\n          \n          3.2.2    a joint determination that the functions can be\n          adequately specified to support price, schedule and\n          offerability;\n          \n          3.2.3    detailed specification changes required for all\n          the FANS functions; and\n          \n          3.2.4    a joint determination of the respective cost\n          effectiveness of all the listed FANS functions.\n          \nTo the extent that any or all of the listed FANS functions are\ndetermined to be cost effective, Boeing will use its best\nreasonable efforts to issue, by no later than August 31, 1996,\nChange Order Proposals to Purchase Agreement Nos. 1670 and 1663,\nrespectively, which will include Boeing's proposed price and\neffectivity dates for such FANS functions.\n\n<font size=\"2\">4.        Confidentiality.\n          ---------------\n\nThis Letter Agreement is subject to the confidentiality\nprovisions of the following Letter Agreements and the AOP.\n\n       Letter Agreement No.       Purchase Agreement No.\n       -------------------        ---------------------\n\n        6-1162-GKW-132                   1485\n        6-1162-DLJ-886                   1670\n        6-1162-DLJ-832                   1663\n        6-1162-GKW-653                   1595\n\nUnited Air Lines, Inc.\n6-1162-MDH-150R1 Page 14\n\n\n<\/font>If 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\n\nBy  \/s\/ M.D. Hurt\n    -------------\nIts  Attorney In Fact\n     ----------------\n\nACCEPTED AND AGREED TO this\n\nDate:  June 3, 1997\n       ------------\n\nUNITED AIR LINES, INC.\n\n\n\nBy  \/s\/ Douglas A. Hacker\n    ---------------------\n    Douglas A. Hacker\nIts  Senior Vice President and\n     Chief Financial Officer\n\nAttachment No. 1 to\n6-1162-MDH-150R1 Page 1\n\n\n                 [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\n                 WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\n                 A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft\n                                                       --------\n\n<font size=\"2\">  Purchase                       Month and Year of\nAgreement No.                 Scheduled Aircraft Delivery      \n------------                  ---------------------------\n                 Model                                         Qty.\n                 -----                                         ----\n\n 1485           757-222           October 1997                  1\n                                  December 1997                 1\n                                  January 1998                  1\n                                  February 1998                 1\n<\/font>\n                                  [*CONFIDENTIAL MATERIAL OMITTED\n                                  AND FILED SEPARATELY WITH THE\n                                  SECURITIES AND EXCHANGE COMMISSION\n                                  PURSUANT TO A REQUEST FOR CONFIDENTIAL\n                                  TREATMENT]\n\n 1663           777-222IGW        August 1997                   2\n\n 1670           747-422           May 1997                      1\n                                  June 1997                     1\n                                  August 1997                   1\n                                  September 1997                1\n\n                                  [*CONFIDENTIAL MATERIAL OMITTED\n                                  AND FILED SEPARATELY WITH THE\n                                  SECURITIES AND EXCHANGE COMMISSION\n                                  PURSUANT TO A REQUEST FOR CONFIDENTIAL\n                                  TREATMENT]\n\n                                  [*CONFIDENTIAL MATERIAL\n                                  OMITTED AND FILED SEPARATELY\n                                  WITH THE SECURITIES AND\n                                  EXCHANGE COMMISSION PURSUANT TO\n                                  A REQUEST FOR CONFIDENTIAL\n                                  TREATMENT] Aircraft\n\n  Purchase                       Month and Year of\nAgreement No.                 Scheduled Aircraft Delivery\n------------                  ---------------------------                 \n                 Model                                         Qty.\n                 -----                                         ----\n\n 1670           747-422\n                                  [*CONFIDENTIAL MATERIAL OMITTED\n                                  AND FILED SEPARATELY WITH THE\n                                  SECURITIES AND EXCHANGE COMMISSION\n                                  PURSUANT TO A REQUEST FOR CONFIDENTIAL\n                                  TREATMENT]\n\n\nAttachment No. 2 to\n6-1162-MDH-150R1 Page 1\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n  Model                   Status            Scheduled Delivery\n  -----                   ------            ------------------\n\n747-422                   [*CONFIDENTIAL MATERIAL OMITTED AND\n                          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\n                          COMMISSION PURSUANT TO A REQUEST FOR\n                          CONFIDENTIAL TREATMENT]\n\n757-200                   [*CONFIDENTIAL MATERIAL OMITTED AND\n                          FILED SEPARATELY  WITH THE SECURITIES AND EXCHANGE\n                          COMMISSION PURSUANT TO A REQUEST FOR\n                          CONFIDENTIAL TREATMENT]\n\n\nAttachment No. 2 to\n6-1162-MDH-150R1 Page 2\n\n  Model                   Status            Scheduled Delivery\n  -----                   ------            ------------------\n\n777-200                   [*CONFIDENTIAL MATERIAL OMITTED AND\n                          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\n                          COMMISSION PURSUANT TO A REQUEST FOR\n                          CONFIDENTIAL TREATMENT]\n\n737                       [*CONFIDENTIAL MATERIAL OMITTED AND\n                          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\n                          COMMISSION PURSUANT TO A REQUEST FOR\n                          CONFIDENTIAL TREATMENT]\n\n\nAttachment No. 2 to\n6-1162-MDH-150R1 Page 3\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n  Model                   Status            Scheduled Delivery\n  -----                   ------            ------------------\n\n737                       [*CONFIDENTIAL MATERIAL OMITTED AND\n                          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\n                          COMMISSION PURSUANT TO A REQUEST FOR\n                          CONFIDENTIAL TREATMENT]\n\nAttachment No. 3 to\n6-1162-MDH-150R1\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\nAttachment No. 4 to\n6-1162-MDH-150R1 Page 1\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\nAttachment No. 5 to\n6-1162-MDH-150R1 Page 1\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\nAttachment No. 6 to\n6-1162-MDH-150R1 Page 1\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL 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