{"id":42863,"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-united2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-agreement-to-purchase-agreement-no-1485-united2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/supplemental-agreement-to-purchase-agreement-no-1485-united2.html","title":{"rendered":"Supplemental Agreement to Purchase Agreement No. 1485 &#8211; United Air Lines Inc. and The Boeing Co."},"content":{"rendered":"<pre>                  Supplemental Agreement No. 7    \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 12 day\nof July, 1996, by and between THE BOEING COMPANY, a Delaware\ncorporation (hereinafter called Boeing), and UNITED AIR LINES,\nINC., a Delaware corporation with its principal office in Elk\nGrove Township, Illinois (hereinafter called Buyer);\n\n\n                      W I T N E S S E T H:\n                      -------------------\n\n     WHEREAS, the parties hereto entered into Purchase Agreement\n1485 dated as of October 25, 1988, relating to Boeing Model 757-\n222 aircraft, which agreement, as amended, together with all\nexhibits and specifications attached thereto and made a part\nthereof, is hereinafter called the 'Purchase Agreement,' (all\ncapitalized terms used herein, unless otherwise specifically\ndefined herein, shall have the meaning given to them in the\nPurchase Agreement) and\n\n     [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n     \nNOW THEREFORE, in consideration of the mutual covenants herein\ncontained, the parties hereto agree as follows:\n\n\nP.A. No. 1485                S7-1\n\n\n1.  ARTICLE 1, Subject Matter of Sale, is hereby deleted in its\nentirety and replaced with a new Article 1 as follows:\n\n'ARTICLE 1. Subject Matter of Sale, Boeing shall sell and deliver\nto Buyer, and Buyer shall purchase from Boeing, Ninety-Eight (98)\nBoeing Model 757-222 aircraft.  Such aircraft are referred to\nindividually and collectively as the 'Block A Aircraft', 'Block B\nAircraft', 'Block C Aircraft', 'Block D Aircraft', 'Block E\nAircraft', 'Block F Aircraft', Block G Aircraft', (as such\naircraft are allocated variously among the separate groupings\ndefined as Blocks A,B,C,D,E,F, and G in Article 2 of this\nPurchase Agreement (or in Letter Agreement 1485-5 hereto),\n'Aircraft' or 'AIRCRAFT'.  The Block A, B, C, D Aircraft will be\nmanufactured by Boeing in accordance with Boeing Detail\nSpecification [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT] the Block E Aircraft\nwill be manufactured by Boeing in accordance with Boeing Detail\nSpecification [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT] and the Block F and G\nAircraft will be manufactured by Boeing in accordance with Boeing\nDetailed Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT] (as described in Exhibit\nA, Exhibit A-1 and Exhibit A-2 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 as so\nmodified are by this reference incorporated in this Agreement and\nis hereinafter referred to as the 'Detail Specification' or\n'Detail Specifications' as applicable.  In connection with the\nsale and purchase of the Aircraft, Boeing shall also deliver to\nBuyer other things under this Agreement including data,\ndocuments, training and services.\n\n2.  ARTICLE 2, Delivery of Aircraft; Title and Risk of Loss, is\nhereby modified by adding the Block G Aircraft schedule:\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. 1485                S7-2\n\n\n3.  Article 3.1 Basic Price, is hereby modified by revising\nArticle 3.1(i)(e) to read:\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n4.  Article 3.2 Purchase Price is modified by revising Article\n3.2(iii) to read:\n\n     'the Engine Price Adjustment - Pratt &amp; Whitney Blocks A, B,\n     C and D Aircraft; Engine Price Adjustment - Pratt &amp; Whitney\n     Block E Aircraft; and Engine Price Adjustment - Pratt &amp; Whitney {1995 Base Price} Block F and G Aircraft as\n     determined pursuant to such Exhibit D, and'\n\n5.  ARTICLE 5, Payment, is hereby modified by revising the price\nfor the Block F Aircraft and adding Block G Aircraft contained in\nArticle 5.1 to read:\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n6.  Exhibit A-3 is revised to read as set forth in Attachment\nNo. 1 hereto and incorporated herein by this reference.\n\n7.  On Page D-1 of Exhibit D, the definition of 'P' is revised\nto read:\n\n     'P' =  Aircraft basic price (as set forth in Article 3.1 of\n            the Agreement) less the base price of Engines (as\n            defined in this Exhibit D) in the amount of:\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n8.  On Page D-3 of Exhibit D, entitled Price Adjustment Due to\nEconomic Fluctuations, the following 'Months to be Utilized in\nDetermining the Value of H &amp; W' are added to the table following\nthe reference to the December 1997 Month of Scheduled Delivery:\n\n\nP.A. No. 1485                S7-3\n\n\nMonths of Scheduled\nAircraft Delivery as      Quantity        Months to be Utilized\nSet Forth in Article         of            in Determining the\n2.1 of the Agreement      Aircraft           Value of H &amp; W\n- --------------------      --------           --------------\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n9.  In Exhibit D, the title:\n\n           'ENGINE PRICE ADJUSTMENT - PRATT &amp; WHITNEY\n           ------------------------------------------\n               (1995 BASE PRICE) BLOCK F AIRCRAFT'\n               -----------------------------------\n\nis revised to read:\n\n           'ENGINE PRICE ADJUSTMENT - PRATT &amp; WHITNEY\n           ------------------------------------------\n            (1995 BASE PRICE) BLOCK F AND G AIRCRAFT'\n            -----------------------------------------\n\nSection (a) thereof is revised to read:\n\n'(a) The basic price of each Block F and G Aircraft set forth in\nthis Agreement includes an aggregate price for PW2037M engines\nand all accessories, equipment and parts therefor provided by the\nengine manufacturer (collectively in this Exhibit D called\nEngines) of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT]  The adjustment in Engine price\napplicable to each Block F and G Aircraft ('Engine Price\nAdjustment' herein) shall be determined at the time of each Block\nF and G Aircraft {hereinafter 'Aircraft'} delivery in accordance\nwith the following formula:'\n\n10.  Buyer agrees the invoice for each Block G Aircraft will\ncontain a [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT]charge pursuant to paragraph 13 of\nLetter Agreement No. 6-1162-TML-1205.\n\n11.  Boeing agrees to [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]for the two (2) each\nOctober 1999 and November 1999 Model 737 Aircraft pursuant to\nparagraph 7 of Letter Agreement No. 6-1162-TML-1205 in the\n\n\nP.A. No. 1485                S7-4\n\n\naggregate [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR 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            Alternate\nDelivery      APBP        Amount Owed   Credit From*   Difference\n- --------      ----        -----------   -----------    ----------\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n*See Paragraph no. 11\n\n\nThe difference will be refunded to Buyer in accordance with\nparagraph 6.D. of Letter Agreement No. 6-1162-TML-1205.\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. 1485                S7-5  \n\n\n17.  It is hereby agreed that this Supplemental Agreement No. 7\nshall be treated as privileged and confidential under the terms\nof Letter Agreement 6-1162-GKW-132.\n\n18.  The Purchase Agreement shall be deemed to be supplemented to\nthe extent herein provided and as so supplemented shall continue\nin full force and effect.\n\nEXECUTED IN DUPLICATE as of the day and year first above written.\n\nTHE BOEING COMPANY                 UNITED AIR LINES, INC.\n\nBy: \/s\/ M. O. Hurt                 By: \/s\/ Douglas Hacker\n    --------------                     ------------------\nIts: Attorney in Fact              Its: Senior Vice President and\n                                        Chief Financial Officer\n\n\nP.A. No. 1485                S7-6\n\n\nAttachment No. 1\nSupplemental Agreement No. 7\nPurchase Agreement No. 1485\nPage 1\n\n\n\n                           EXHIBIT A-3\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              BLOCK F AND G AIRCRAFT CONFIGURATION\n              ------------------------------------\n\n       The Detail Specification, referred to in Article 1 of the\nPurchase Agreement for the Block F and G Aircraft, is Boeing\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT], Rev. J, dated January 29, 1996, and as\nrevised to include Pratt &amp; Whitney [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\nP.A. No. 1485                S7-1\n\n\nSupplemental Agreement No. 7\nPurchase Agreement No. 1485\n\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES \nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\nP.A. No. 1485                  1\n\n\nSupplemental Agreement No. 7\nPurchase Agreement No. 1485\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\nP.A. No. 1485                  2\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-42863","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\/42863","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=42863"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42863"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42863"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42863"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}