{"id":42865,"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-1663-united.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-agreement-to-purchase-agreement-no-1663-united","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/supplemental-agreement-to-purchase-agreement-no-1663-united.html","title":{"rendered":"Supplemental Agreement to Purchase Agreement No. 1663 &#8211; United Air Lines Inc. and The Boeing Co."},"content":{"rendered":"<pre>                  Supplemental Agreement No. 5    \n\n                               to\n\n                   Purchase Agreement No. 1663\n\n                             between\n\n                       The Boeing Company\n\n                               and\n                                \n                     UNITED AIR LINES, INC.\n                                \n            Relating to Boeing Model 777-222 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, (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 an agreement dated\nas of December 18, 1990, relating to Boeing Model 777-222\naircraft (hereinafter referred to as the 'Aircraft'), which\nagreement, as amended, together with all exhibits and\nspecifications attached thereto and made a part thereof which is\nhereinafter called the 'Purchase Agreement' and;\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n     NOW THEREFORE, in consideration of the mutual covenants\nherein contained, the parties hereto agree to supplement the\nPurchase Agreement as follows:\n\n1.  Article 3, 'Basic Price', is hereby deleted in its entirety\nand replaced with a new Article 3 which is Attachment No. 1\nhereto.\n\n\nP.A. No. 1663                  S5-1\n\n\n\n2.  Article 5, 'Payment', is hereby deleted in its entirety and\nreplaced with a new Article 5 which is Attachment No. 2 hereto.\n\n3.  Paragraph 6 of Letter Agreement No. 6-1162-RCN-859 provides that\nthe [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] given below.  The calculations are based\non a July 15, 1996 settlement date.\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n4.  Model 777 Aircraft - Certain Contractual Matters.\n    ------------------------------------------------\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n5.  This Supplemental Agreement, including all of the\nAttachments, will be treated as privileged and confidential\ninformation pursuant to the terms of Letter Agreement No. 6-1162-\nDLJ-832.\n\nThe Purchase Agreement shall be deemed to be supplemented to the\nextent herein provided and as so supplemented shall continue in\nfull 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 A. Hacker\n    --------------                     ---------------------\n\nIts: Attorney-In-Fact              Its: Senior Vice President and\n                                        Chief Financial Officer\n\n\n\nP.A. No. 1663               S5-2\n\n\n\nAttachment No. 1 to\nSupplemental Agreement No. 5\nPurchase Agreement No. 1663\n\n\nArticle 3.  Price of Aircraft.\n            -----------------\n\n      3.1  Basic Price.\n     \n           3.1.1     Basic Price for the 'A' Market Aircraft.  The\nbasic price of each of the 'A' Market Aircraft shall be equal to\nthe sum of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT] and (ii) such price adjustments\napplicable to such 'A' Market Aircraft as may be made pursuant to\nthe provisions of this Agreement, including Article 7 (Changes to\nDetail Specification) and Article 8 (FAA Requirements') or other\nwritten agreements executed by Buyer and Boeing.\n     \n           3.1.2     Basic Price for the Block A 'B' Market\nAircraft.  The basic price of each of the Block A 'B' Market\nAircraft shall be equal to the sum of (i) the price of the\nairframe and special features, [*CONFIDENTIAL MATERIAL OMITTED\nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and (ii) such\nprice adjustments applicable to such Block A 'B' Market Aircraft\nas may be made pursuant to the provisions of this Agreement,\nincluding Article 7 (Changes to Detail Specification) and Article\n8 (FAA Requirements) or other written agreements executed by\nBuyer and Boeing.\n\n           3.1.3     Basic Price for the Block B 'B' Market\nAircraft.  The basic price of each of the Block B 'B' Market\nAircraft shall be equal to the sum of (i) the price of the\nairframe and special features, [*CONFIDENTIAL MATERIAL OMITTED\nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and (ii) such\nprice adjustments applicable to such Block B 'B' Market Aircraft\nas may be made pursuant to the provisions of this Agreement,\nincluding Article 7 (Changes to Detail Specification) and Article\n8 (FAA Requirements) or other written agreements executed by\nBuyer and Boeing.\n\n      3.2  Purchase Price.\n           --------------\n          The purchase price of each Aircraft shall be equal to\nthe sum of the following items as determined at the time of such\nAircraft delivery; (i) the Basic Price of the 'A' Market\nAircraft, Block A 'B' Market Aircraft, or Block B 'B' Market\nAircraft as applicable, (ii) the Airframe and Engine Price\nAdjustments to be determined pursuant to Exhibit D (Price\nAdjustment Due to Economic Fluctuations - Airframe and Engine)\nattached hereto or the applicable provisions determined in\nArticle 3.1 above, and (iii) such price adjustments applicable to\nsuch Aircraft as may be made pursuant to the provisions of this\nAgreement, including Exhibit E (Buyer Furnished Equipment\nDocument) or other written agreements executed by Boeing and\nBuyer (the 'Purchase Price').\n\n\nAttachment No. 2 to\nSupplemental Agreement No. 5\nPurchase Agreement No. 1663\n\n\nARTICLE 5.  Payment.\n            -------\n\n      5.1  Advance Payment Base Price.  The advance payment base\nprice of each Aircraft, depending on the month and year of\nscheduled delivery, is indicated below:\n\nMonth and Year of          Advance Payment Base\nScheduled Delivery         Price per Aircraft\n- ------------------         ------------------\n\n'A' Market Aircraft\n- -------------------\n\nMay 1995                   [*CONFIDENTIAL MATERIAL OMITTED\nJune 1995                  AND FILED SEPARATELY WITH\nJuly 1995                  THE SECURITIES AND EXCHANGE\nSeptember 1995             COMMISSION PURSUANT TO A\nOctober 1995               REQUEST FOR CONFIDENTIAL\nNovember 1995              TREATMENT]\nDecember 1995\nFebruary 1996\nApril 1996\nMay 1996\nJune 1996\nJuly 1996\n\n'B' Market Aircraft\n- -------------------\n\nBlock A 'B' Market Aircraft\n- ---------------------------\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\nSuch advance payment base prices will be used to determine the\namount of the first advance payment to be made by Buyer on each\nAircraft pursuant to the provisions of Article 5.2.  The advance\npayment base price of each Aircraft has been established using\ncurrently available forecast of the escalation factors used by\nBoeing and applicable to the scheduled month and year of Aircraft\ndelivery.  The advance payment base prices will be further\nincreased or decreased by Boeing not later than twenty-five (25)\nmonths prior to the scheduled month of delivery, as required to\nreflect the effects of the then-current forecasted escalation\nfactors used by Boeing in accordance with Exhibit D. The advance\npayment base price of each Aircraft, including any adjustments\nmade thereto, as contemplated herein, is referred to as the\n'Advance Payment Base Price.'\n\n      5.2  Advance Payments.  Buyer shall pay to Boeing advance\npayments for each Aircraft on the dates indicated in the schedule\nbelow.  The advance payment amount for an Aircraft due on a\npayment date shall be equal to (i) the sum of the advance payment\npercentages given in such schedule through the payment date\nmultiplied by the Advance Payment Base Price for the Aircraft\nprovided to Buyer pursuant to Article 5.1 for such payment date,\nless (ii) the sum of the advance payment amounts paid by Buyer to\nBoeing on such Aircraft up to such payment date.\n\nAttachment No. 2 to\nSupplemental Agreement No. 5\nPurchase Agreement No. 1663\n\n\n     Due Date of Payment                 Amount Due per Aircraft\n     -------------------                 -----------------------\n\n     Upon execution of a definitive\n     purchase agreement\n\n     24 months prior to the first\n     day of the scheduled delivery\n     month of the Aircraft\n\n     21 months prior to the first\n     day of the scheduled delivery\n     month of the Aircraft\n                                        [*CONFIDENTIAL MATERIAL\n     18 months prior to the first       OMITTED AND FILED\n     day of the scheduled delivery      SEPARATELY WITH\n     month of the Aircraft              THE SECURITIES AND\n                                        EXCHANGE COMMISSION\n     15 months prior to the first       PURSUANT TO A REQUEST\n     day of the scheduled delivery      FOR CONFIDENTIAL\n     month of the Aircraft              TREATMENT]\n\n     12 months prior to the first\n     day of the scheduled delivery\n     month of the Aircraft\n\n     9 months prior to the first\n     day of the scheduled delivery\n     month of the Aircraft\n\n     6 months prior to the first\n     day of the scheduled delivery\n     month of the Aircraft\n     \n     [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\n     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\n     FOR CONFIDENTIAL TREATMENT]\n     \n     5.3  Payment for Aircraft.  Concurrently with delivery of\neach Aircraft, Buyer shall pay to Boeing the Purchase Price\nthereof, less the total amount of advance payments theretofore\nreceived by Boeing for such Aircraft under Article 5.2.\n\n     5.4  Repayment of Advance Payments.  If this Agreement is\nterminated with respect to any Aircraft (i) by Buyer under\nArticle 6.2, (ii) by Buyer under Article 11, or (iii) by failure\nof Buyer to provide Boeing with written notice pursuant to\nArticle 6.4, then Boeing shall promptly repay to Buyer, without\ninterest, any advance payments received by Boeing from Buyer here\nunder with respect to any Aircraft so terminated.  If this\nAgreement is terminated by Boeing under Article 6.2, then Boeing\nshall promptly repay to Buyer with interest any advance payments\nreceived by Boeing from Buyer hereunder with respect to any\nAircraft so terminated.\n\n     5.5  Payment in United States Funds.  All prices and\npayments set forth in this Agreement are in United States\nDollars.  All payments required under this Agreement shall be\nmade in United States Dollars and in immediately available funds\nby (i) transfer to the party to receive payment of a cashier's\ncheck drawn on a member bank, located at Seattle, Washington, of\nthe United States Federal Reserve System mutually acceptable to\nthe parties, or (ii) unconditional deposit to the account of the\nparty to receive payment in a bank in the United States mutually\nacceptable to the parties.  Buyer shall comply with all\napplicable monetary and exchange control regulations, and shall\nobtain any necessary authority from the governmental agency\nadministering such regulations in order to enable Buyer to make\npayments at the time and place and in the manner and medium\nspecified herein.\n\n\nSupplemental Agreement No. 5\nPurchase Agreement No. 1663\n\n\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\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-42865","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\/42865","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=42865"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42865"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42865"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42865"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}