{"id":42861,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-agreement-to-purchase-agreement-no-1485-the.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-agreement-to-purchase-agreement-no-1485-the","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/supplemental-agreement-to-purchase-agreement-no-1485-the.html","title":{"rendered":"Supplemental Agreement to Purchase Agreement No. 1485 &#8211; The Boeing Co. and United Air Lines Inc."},"content":{"rendered":"<pre>                Supplemental Agreement No. 5\n\n                             to\n\n                 Purchase Agreement No. 1485\n\n                           between\n\n                     The Boeing Company\n\n                             and\n\n                   UNITED AIR LINES, INC.\n\n          Relating to Boeing Model 757-222 Aircraft\n\n       THIS SUPPLEMENTAL AGREEMENT, entered into as of the\n13th day of April 1995, by and between THE BOEING COMPANY, a\nDelaware corporation (hereinafter called Boeing), and UNITED\nAIR LINES, INC., a Delaware corporation with its principal\noffice in Elk Grove Township, Illinois (hereinafter called\nBuyer);\n\n                    W I T N E S S E T H:\n\n       WHEREAS, the parties hereto entered into Purchase\nAgreement 1485 dated as of October 25, 1988, relating to\nBoeing Model 757-222 aircraft, which agreement, as amended,\ntogether with all exhibits and specifications attached\nthereto and made a part thereof, is hereinafter called the\n'Purchase Agreement,' (all capitalized terms used herein,\nunless otherwise specifically defined herein, shall have the\nmeaning given to them in the Purchase Agreement) and\n\n       WHEREAS, Buyer [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] four (4)\nModel 757 Aircraft contained in this Purchase Agreement in\nlieu of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A\nREQUEST FOR CONFIDENTIAL TREATMENT],\n\n       NOW THEREFORE, in consideration of the mutual\ncovenants herein contained, the parties hereto agree as\nfollows:\n\n1.     ARTICLE 1, Subject Matter of Sale, is hereby deleted\nin its entirety and replaced with a new Article 1 as\nfollows:\n\n       'ARTICLE 1.  Subject Matter of Sale,  Boeing shall\nsell and deliver to Buyer, and Buyer shall purchase from\nBoeing, ninety-four (94) Boeing Model 757-222 aircraft.\nSuch aircraft are referred to individually and collectively\nas the 'Block A Aircraft', 'Block B Aircraft', 'Block C\nAircraft', 'Block D Aircraft', 'Block E Aircraft', 'Block F\nAircraft (as such aircraft are allocated variously among the\nseparate groupings defined as Blocks A,B,C,D,E and F in\nArticle 2 of this Purchase Agreement (or in Letter Agreement\n1485-5 hereto)), 'Aircraft' or 'AIRCRAFT'.  The Block A, B,\nC, D and F Aircraft will be manufactured by Boeing in\naccordance with Boeing Detail Specification D6-44010-68\ndated February 29, 1988 and the Block E Aircraft will be\nmanufactured by Boeing in accordance with Boeing Detail\nSpecification D6-44010-68, Rev. H, dated November 29, 1993\n(as described in Exhibit A attached hereto) as they may be\nmodified from time to time in accordance with the terms and\nconditions of Article 7 herein.  Such Detail Specifications\nas so modified are by this reference incorporated in this\nAgreement and is hereinafter referred to as the 'Detail\nSpecification' or 'Detail Specifications' as applicable.  In\nconnection with the sale and purchase of the Aircraft,\nBoeing shall also deliver to Buyer other things under this\nAgreement including data, documents, training and services.\n\n2.     ARTICLE 2, Delivery of Aircraft; Title and Risk of\nLoss, is hereby modified by inserting between the schedules\ncontained in section 2.1 for the Block D Aircraft and the\nBlock F Aircraft the following schedule:\n                    'Block E Aircraft\n       April 1996                  One (1)\n       May 1996                    One (1)\n       June 1996                   Two (2)'\n\n3.     ARTICLE 3, Price of Aircraft, is hereby modified by\ninserting after Article 3.1 (i)(c) and immediately before\n3.1 (ii) the following:\n\n       '(d) [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],'\n\n4.     ARTICLE 5, Payment, is hereby modified by inserting\nbetween the schedules contained in Article 5.1 for the Block\nD Aircraft and the Block F Aircraft the following schedule:\n\n                      'Block E Aircraft\n       April 1996                  [*CONF.TREAT.REQ.]\n       May 1996\n       June 1996\n       June 1996                   [*CONF.TREAT.REQ.]'\n\n5.     In order to separate the Blocks A, B, C, D and F\nconfiguration from the Block E configuration, Exhibit A to\nthe Purchase Agreement is hereby deleted and replaced with\ntwo new Exhibits A-1 and A-2, which are Attachments No. 1\nand 2 hereto, and incorporated herein by this reference.\n\n6.     In order to separate the Blocks A, B, C, and D Engine\nPrice Adjustment provisions [*CONFIDENTIAL MATERIAL OMITTED\nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\nfrom the Block E Engine Price Adjustment provisions\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT], page 6 of Exhibit D is hereby\ndeleted in its entirety and replaced by the new language\ncontained in Attachment No. 3 hereto, which contains a new\npage 6.  Such new page 6 is the same as the previous page 6\nexcept that the new page 6 now includes references to Block\nA,B,C,D, and F.  Exhibit D is also hereby modified by adding\nto the end of such Exhibit D the Engine Price Adjustment\nprovisions for the Block E Aircraft which are contained in\nAttachment 4 hereto.  Such Attachments No. 3 and 4 are\nincorporated herein by this reference.\n\n7.     Boeing and Buyer agree that for purposes of Paragraph\n1.2 of Letter Agreement No. 6-1162-TML-388, the four 757\nAircraft which are the subject of this Supplemental\nAgreement [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\n8.     The four 757 Aircraft which are the subject of this\nSupplemental Agreement are\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT]\n\n\n\n       Such deposit will be applied to the advance payments\nowed Boeing for the 757 Aircraft which are the subject of\nthis Supplemental Agreement.\n\n9.     Paragraph 3.3 of Letter Agreement No. 6-1162-TML-388\nprovides that the\n\n\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT]\n\n\n\n\n\n\n10.    Buyer agrees that the invoice for each of the four\n(4) 757 Aircraft which are the subject of this Supplemental\nAgreement will contain a [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant\nto paragraph No. 13 of Letter Agreement No. 6-1162-TML-1205.\n\n11.    Boeing and Buyer agree that the provisions of\nparagraph 4, Adjustment Credits, to Letter Agreement No. 6-\n1162-TML-388[*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] which are\nthe subject of this Supplemental Agreement.\n\n12.    Boeing agrees to [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant\nto paragraph 7 of Letter Agreement No. 6-1162-TML-1205 in\nthe[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT].\n\n13.    It is hereby agreed that this Supplemental Agreement\nshall be treated as privileged and confidential under the\nterms of Letter Agreement 6-162-GKW-132.\n\n14.    The Purchase Agreement shall be deemed to be\nsupplemented to the extent herein provided and as so\nsupplemented shall continue in full force and effect.\n\n\nEXECUTED IN DUPLICATE as of the day and year first above\nwritten.\n\nTHE BOEING COMPANY                 UNITED AIR LINES, INC.\n\n\n\nBy: \/s\/ M. Monica Fix              By: \/s\/ Douglas A. Hacker\n\n\nIts:  Attorney-In-Fact             Its: Senior Vice President- Finance\n\n\nAttachment No. 1\nSupplemental Agreement No. 5\nPurchase Agreement No. 1485\n\n\n                         EXHIBIT A-1\n                              \n                             to\n                              \n                 PURCHASE AGREEMENT NO. 1485\n                              \n                           between\n                              \n                     THE BOEING COMPANY\n                              \n                             and\n                              \n                   UNITED AIR LINES, INC.\n                              \n                              \n       BLOCKS A, B, C, D and F AIRCRAFT CONFIGURATION\n\n\n       The Detail Specification, referred to in Article 1 of\nthe Purchase Agreement for the Blocks A, B, C, D and F\nAircraft, is Boeing Detail Specification D6-44010-68 dated\neven date herewith.  Such Detail Specification shall be\ncomprised of Boeing Detail Specification D6-44010, dated\nFebruary 29, 1988, as amended to incorporate the changes set\nforth in the Change Requests listed below, including the\neffects of such changes on Manufacturer's Empty Weight (MEW)\nand Operating Empty Weight (OEW).  Such Change Requests are\nset forth in Boeing Document D6-48159.  As soon as\npracticable, Boeing shall furnish to Buyer copies of the\nDetail Specification, which copies shall reflect such\nchanges.  It is understood  and agreed that the basic price\nof the Blocks A, B, C, D and F Aircraft, as set forth in\nArticle 3 of this Agreement, reflects and includes all\napplicable price effects of such changes.\n\nAttachment No. 2\nSupplemental Agreement No. 5\nPurchase Agreement No. 1485\n\n                         EXHIBIT A-2\n                              \n                             to\n                              \n                 PURCHASE AGREEMENT NO. 1485\n                              \n                           between\n                              \n                     THE BOEING COMPANY\n                              \n                             and\n                              \n                   UNITED AIR LINES, INC.\n                              \n                              \n               BLOCK E AIRCRAFT CONFIGURATION\n\n\n       The Detail Specification, referred to in Article 1 of\nthe Purchase Agreement for the Block E Aircraft, is Boeing\nDetail Specification D6-44010-68, Rev. H, dated November 29,\n1993, as defined for airplanes NE091 through NE094 and as\nrevised to include Pratt &amp; Whitney (PW PW2037 engines and\nwhich includes a Maximum Takeoff Gross Weight of 230,000\npounds.\n          ENGINE PRICE ADJUSTMENT - PRATT &amp; WHITNEY\n                              \n              BLOCKS A, B, C, D and F AIRCRAFT\n\n(a)    The basic price of each Block A, B, C, D and F\nAircraft set forth in Article 3.1 of the Purchase Agreement\nincludes an aggregate price for PW2037 engines and all\naccessories, equipment and parts therefor provided by the\nengine manufacturer (collectively in this Exhibit D called\n'Engines') of[*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  The\nadjustment in Engine price applicable to each Block A, B, C,\nD and F Aircraft ('Engine Price Adjustment' herein) shall be\ndetermined at the time of each Block A, B, C, D and F\nAircraft (hereinafter 'Aircraft') delivery in accordance\nwith the following formula:\n\n       Pa  =  (P + F)  (AA + BB + CC) - P\n\n(b)    The following definitions shall apply herein:\n\n       Pa  =  Engine Price Adjustment\n\n       P   =  Aggregate Engine Base Price [*CONFIDENTIAL\n              MATERIAL OMITTED AND FILED SEPARATELY WITH THE\n              SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\n              A REQUEST FOR CONFIDENTIAL TREATMENT]\n       AA  =  .60 x    L\n                     $13.09\n\n       BB  =  .30 x    M\n                     l03.9\n\n       CC  =  .10 x    E\n                      92.3\n\nIn determining the value of AA, BB and CC, the ratio of L\ndivided by $13.09, M divided by 103.9 and E divided by 92.3\nshall be expressed as a decimal and rounded to the nearest\nten-thousandth but the decimal value resulting from\nmultiplying such ratios by the respective constants (.60,\n.30 and .10) shall not be rounded.  The value of the sum of\nAA + BB + CC shall also be rounded to the nearest ten-\nthousandth.\n\n       L  =   Labor Index, which is the 'Hourly Earnings of\nAircraft Engines and Engine Parts Production\nWorkers, SIC 3724 published by the Bureau of\nLabor Statistics, U.S. Department of Labor, for\nthe seventh month preceding the month of scheduled\nAircraft delivery.\n\n          ENGINE PRICE ADJUSTMENT - PRATT &amp; WHITNEY\n                              \n                      BLOCK E AIRCRAFT\n\n(a)    The Aircraft Basic Price of each Block E Aircraft set\nforth in this Agreement includes an aggregate price for\nPW2037 engines and all accessories, equipment and parts\ntherefor provided by the engine manufacturer (collectively\nin this Exhibit B called 'Engines') of[*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT].  The adjustment in Engine price\napplicable to each Block E Aircraft ('Engine Price\nAdjustment' herein) will be determined at the time of each\nBlock E Aircraft (hereinafter 'Aircraft') delivery in\naccordance with the following formula:\n\n       Pa  =  (P + F) (AA + BB + CC) - P\n\n       (b)    The following definitions will apply herein:\n\n       Pa  =  Engine Price Adjustment\n\n              P   =  Aggregate Engine Base Price as set\n              forth in paragraph (a) above.\n\n       AA  =  .60 x    L\n                    $17.13\n\n       BB  =  .30 x    M\n                     120.2\n\n       CC  =  .10 x    E\n                     74.7\n\nIn determining the value of AA, BB and CC, the ratio of L\ndivided by $17.13, M divided by 120.2 and E divided by 74.7\nwill be expressed as a decimal and rounded to the nearest\nten-thousandth but the decimal value resulting from\nmultiplying such ratios by the respective constants (.60,\n.30 and .10) will not be rounded.  The value of the sum of\nAA + BB + CC will also be rounded to the nearest\nten-thousandth.\n\n               L  =  Labor Index, which is the 'Hourly\n              Earnings of Aircraft Engines and Engine Parts\n              Production Workers, SIC 3724' published by the\n              Bureau of Labor Statistics, U.S. Department of\n              Labor, for the seventh month preceding the\n              month of scheduled Aircraft delivery.\n\n   $17.13  =  Published Labor Index (SIC 3724) for\n              December, 1993.\n\n               M  =  Material Index, which is the 'Producer\n              Price Index - Code 10, Metals and Metal\n              Products,' (Base Year 1982 = 100) published by\n              the Bureau of Labor Statistics, U.S.\n              Department of Labor, for the seventh month\n              preceding the month of scheduled Aircraft\n              delivery.\n\n    120.2  =  Published Material Index (Code 10) for\n              December, 1993.\n\n               E  =  Fuel Index, which is the 'Producer\n              Price Index - Code 5, Fuels and Related\n              Products and Power' (Base Year 1982 = 100)\n              published for the Bureau of Labor Statistics,\n              U.S. Department of Labor, for the seventh\n              month preceding the month of scheduled\n              Aircraft delivery.\n\n     74.7  =  Published Fuel Index (Code 5) for\n              December, 1993.\n\n               F  =  0.005 (N)(P).  Where N = the calendar\n              year of scheduled Engine delivery, minus 1994.\n              For purposes of this calculation, Engine\n              delivery is assumed to be 3 months prior to\n              the month of scheduled Aircraft delivery.\n\nThe Engine Price Adjustment will not be made if it would\nresult in a decrease in the aggregate Engine base price.\n\n(c)    The value of the Labor, Material and Fuel Index used\nin determining the Engine Price Adjustment will be those\npublished by the Bureau of Labor Statistics, U.S. Department\nof Labor as of a date 30 days prior to the scheduled\nAircraft delivery to Buyer.  Such Index values will be\nconsidered final and no revision to the Engine Price\nAdjustment will be made after Aircraft delivery for any\nsubsequent changes in published Index values.\n\n(d)    If the Bureau of Labor Statistics, U. S. Department\nof Labor, (i) substantially revises the methodology (in\ncontrast to benchmark adjustments or other corrections of\npreviously published data) or (ii) discontinues publication\nof any of the data referred to above, Pratt &amp; Whitney\nAircraft (P&amp;WA) agrees to meet with Boeing and jointly\nselect a substitute for the revised or discontinued data,\nsuch substitute data to lead in application to the same\nadjustment result, insofar as possible, as would have been\nachieved by continuing the use of the original data as it\nmay have fluctuated had it not been revised or discontinued.\nAppropriate revision of the Engine Price Adjustment\nprovisions set forth above will be made to accomplish this\nresult for affected Engines.\n\nIn the event the Engine Price Adjustment escalation\nprovisions of this Agreement are made non-enforceable or\notherwise rendered null and void by any agency of the United\nStates Government, P&amp;WA agrees to meet with Boeing and\njointly agree, to the extent that they may lawfully do so,\nto adjust equitably the Purchase Price of any affected\nEngine(s) to reflect an allowance for increases in labor,\nmaterial and fuel costs that occurred from December, 1993 to\nthe seventh month preceding the month of scheduled delivery\nof the applicable Aircraft.\n\nNOTES: Any rounding of a number, as required under this\nExhibit D with respect to escalation of the Engine price,\nwill be accomplished as follows:  if the first digit of the\nportion to be dropped from the number to be rounded is five\nor greater, the preceding digit will be raised to the next\nhigher number.\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-42861","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\/42861","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=42861"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42861"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42861"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42861"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}