{"id":42866,"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-united3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-agreement-to-purchase-agreement-no-1663-united3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/supplemental-agreement-to-purchase-agreement-no-1663-united3.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. 8\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\n     THIS SUPPLEMENTAL AGREEMENT, entered into as of the 10th day\nof February, 1999, 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     WHEREAS, Buyer has requested to substitute nine (9) 777-222\n'B' Market Aircraft (the Block D 'B' Market Aircraft) for seven\n(7) 747-422 Aircraft [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT] and;\n\n     WHEREAS, Buyer has requested revision to the engine prices\napplicable to six (6) 777-222 Block B 'A' Market Aircraft and ten\n(10) 777-222 Block C 'B' Market Aircraft added to the Purchase\nAgreement in Supplemental Agreement No. 7;\n\n     NOW THEREFORE, in consideration of the mutual covenants\nherein contained, the parties hereto agree to supplement the\nPurchase Agreement as follows:\n\n\nP. A. No. 1663               S8-1                       SA8\n\n\n1.     In the TABLE OF CONTENTS , revise the title of EXHIBIT D-1\nto read as follows:\n\n       'EXHIBIT D-1     'Price Adjustment Due to Economic\n                        Fluctuations - Airframe and Engine\n                        Block B 'A' Market Aircraft,\n                        Block C 'B' Market Aircraft, and\n                        Block D 'B' Market Aircraft'\n\n2.     Article 1.1.2 is revised as follows:\n\n     (a) in the first sentence, the words 'thirty-nine (39)' are\n     inserted in lieu of the words 'thirty (30)';\n\n     (b) in the second sentence, the words 'Block D 'B' Market\n     Aircraft' are inserted after the words 'Block C 'B' Market\n     Aircraft.\n\n3.     In Article 2, Paragraph 2.1, Time of Delivery, add the\nfollowing schedule after the schedule for the Block C 'B' Market\nAircraft:\n\n                  'Block D 'B' Market Aircraft\n                  ----------------------------              \n                  \n       [*CONFIDENTIAL\n       MATERIAL OMITTED AND\n       FILED SEPARATELY WITH\n       THE SECURITIES AND EX-\n       CHANGE COMMISSION PURSUANT\n       TO A REQUEST FOR CONFIDENTIAL\n       TREATMENT] 2000                          One (1)\n       [*CONFIDENTIAL\n       MATERIAL OMITTED AND\n       FILED SEPARATELY WITH\n       THE SECURITIES AND EX-\n       CHANGE COMMISSION PURSUANT\n       TO A REQUEST FOR CONFIDENTIAL\n       TREATMENT] 2000                          One (1)\n       [*CONFIDENTIAL\n       MATERIAL OMITTED AND\n       FILED SEPARATELY WITH\n       THE SECURITIES AND EX-\n       CHANGE COMMISSION PURSUANT\n       TO A REQUEST FOR CONFIDENTIAL\n       TREATMENT]                               One (1)\n                                                One (1)\n                                                One (1)\n                                                One (1)\n                                                One (1)\n                                                One (1)\n                                                One (1)'\n\n4.     Paragraph 3.1.4 is revised by deleting the words\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] with the words [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\n\nP.A. No.1663                 S8-2                        SA 8\n\n\n5.     Paragraph 3.1.5 is deleted and replaced by the following\nParagraph 3.1.5:\n\n          '3.1.5     Basic Price for the Block C and Block D 'B'\n          Market Aircraft.  The basic price of each of the Block\n          C and Block D 'B' Market Aircraft shall be equal to the\n          sum of (i) [*CONFIDENTIAL MATERIAL OMITTED AND FILED\n          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\n          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] plus\n          the price of the engines, [*CONFIDENTIAL MATERIAL\n          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\n          CONFIDENTIAL TREATMENT] for a total of [*CONFIDENTIAL\n          MATERIAL OMITTED AND FILED SEPARATELY WITH THE\n          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A\n          REQUEST FOR CONFIDENTIAL TREATMENT],' (which includes\n          the price effects of all Change Orders through Change\n          Order 9A) [*CONFIDENTIAL MATERIAL OMITTED AND FILED\n          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\n          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and\n          (ii) such price adjustments applicable to such Block C\n          and Block D 'B' Market Aircraft as may be made pursuant\n          to the provisions of this Agreement, including Article\n          7 (Changes to Detail Specification) and Article 8 (FAA\n          Requirements) or other written agreements executed by\n          Buyer and Boeing.'\n\n6.     Article 3.2 Purchase Price is revised to read:\n\n          'The purchase price of each Aircraft shall be equal to\n          the sum of the following items as determined at the\n          time of such Aircraft delivery; (i) the Basic Price of\n          the Block A 'A' Market Aircraft, Block B 'A' Market\n          Aircraft, Block A 'B' Market Aircraft, Block B 'B'\n          Market Aircraft, Block C 'B' Market Aircraft or Block D\n          'B' Market Aircraft as applicable, (ii) the Airframe\n          and Engine Price Adjustments to be determined pursuant\n          to Exhibit D (Price Adjustment Due to Economic\n          Fluctuations - Airframe and Engine - Block A 'A' Market\n          Aircraft, Block A 'B' Market Aircraft and Block B 'B'\n          Market Aircraft) or Exhibit D-1 (Price Adjustment Due\n          to Economic Fluctuations - Airframe and Engine (Block B\n          'A' Market Aircraft, Block C 'B' Market Aircraft, and\n          Block D 'B' Market Aircraft) attached hereto or the\n          applicable provisions determined in Article 3.1 above,\n          and (iii) such price adjustments applicable to such\n          Aircraft as may be made pursuant to the provisions of\n          this Agreement, including Exhibit E (Buyer Furnished\n          Equipment Document) or other written agreements\n          executed by Boeing and Buyer (the 'Purchase Price').'\n\n7.     In Article 5, Paragraph 5.1, Advance Payment Base Price,\nrevise the table of Advance Payment Base Prices for the Block 'B'\nA Market Aircraft to read as follows\n\n\n                  'Block B 'A' Market Aircraft\n                  ----------------------------\n\n              [*CONFIDENTIAL          [*CONFIDENTIAL\n              MATERIAL OMITTED        MATERIAL OMITTED\n              AND FILED SEPARATELY    AND FILED SEPARATELY\n              WITH THE SECURITIES     WITH THE SECURITIES\n              AND EXCHANGE            AND EXCHANGE\n              COMMISSION              COMMISSION\n              PURSUANT TO A           PURSUANT TO A\n              REQUEST FOR             REQUEST FOR\n              CONFIDENTIAL            CONFIDENTIAL\n              TREATMENT] 2000         TREATMENT]\n              [*CONFIDENTIAL\n              MATERIAL OMITTED\n              AND FILED SEPARATELY\n              WITH THE SECURITIES\n              AND EXCHANGE\n              COMMISSION\n              PURSUANT TO A\n              REQUEST FOR\n              CONFIDENTIAL\n              TREATMENT] 2000\n              [*CONFIDENTIAL\n              MATERIAL OMITTED\n              AND FILED SEPARATELY\n              WITH THE SECURITIES\n              AND EXCHANGE\n              COMMISSION\n              PURSUANT TO A\n              REQUEST FOR\n              CONFIDENTIAL\n              TREATMENT] 2000\n              [*CONFIDENTIAL\n              MATERIAL OMITTED\n              AND FILED SEPARATELY\n              WITH THE SECURITIES\n              AND EXCHANGE\n              COMMISSION\n              PURSUANT TO A\n              REQUEST FOR\n              CONFIDENTIAL\n              TREATMENT] 2000\n              [*CONFIDENTIAL\n              MATERIAL OMITTED\n              AND FILED SEPARATELY\n              WITH THE SECURITIES\n              AND EXCHANGE\n              COMMISSION\n              PURSUANT TO A\n              REQUEST FOR\n              CONFIDENTIAL\n              TREATMENT] 2000\n\n\n\nP.A. No. 1663               S8-3                         SA8\n\n\n8.     In Article 5, Paragraph 5.1, Advance Payment Base Price,\nrevise the table of Advance Payment Base Prices for the Block C\n'B' Market Aircraft to read as follows:\n\n                  'Block C 'B' Market Aircraft\n                  ----------------------------\n\n              March 1999              [*CONFIDENTIAL\n              [*CONFIDENTIAL          MATERIAL OMITTED\n              MATERIAL OMITTED        AND FILED SEPARATELY\n              AND FILED SEPARATELY    WITH THE SECURITIES\n              WITH THE SECURITIES     AND EXCHANGE\n              AND EXCHANGE            COMMISSION\n              COMMISSION              PURSUANT TO A\n              PURSUANT TO A           REQUEST FOR\n              REQUEST FOR             CONFIDENTIAL\n              CONFIDENTIAL            TREATMENT]\n              TREATMENT] 1999\n              [*CONFIDENTIAL\n              MATERIAL OMITTED\n              AND FILED SEPARATELY\n              WITH THE SECURITIES\n              AND EXCHANGE\n              COMMISSION\n              PURSUANT TO A\n              REQUEST FOR\n              CONFIDENTIAL\n              TREATMENT] 1999\n              [*CONFIDENTIAL\n              MATERIAL OMITTED\n              AND FILED SEPARATELY\n              WITH THE SECURITIES\n              AND EXCHANGE\n              COMMISSION\n              PURSUANT TO A\n              REQUEST FOR\n              CONFIDENTIAL\n              TREATMENT] 1999\n              [*CONFIDENTIAL\n              MATERIAL OMITTED\n              AND FILED SEPARATELY\n              WITH THE SECURITIES\n              AND EXCHANGE\n              COMMISSION\n              PURSUANT TO A\n              REQUEST FOR\n              CONFIDENTIAL\n              TREATMENT]'\n\n\n9.     In Article 5, Paragraph 5.1, Advance Payment Base Price,\nadd the following table after the table for the Block C 'B'\nMarket Aircraft:\n\n                  'Block D 'B' Market Aircraft\n                  ----------------------------\n\n              [*CONFIDENTIAL          [*CONFIDENTIAL\n              MATERIAL OMITTED        MATERIAL OMITTED\n              AND FILED SEPARATELY    AND FILED SEPARATELY\n              WITH THE SECURITIES     WITH THE SECURITIES\n              AND EXCHANGE            AND EXCHANGE\n              COMMISSION              COMMISSION\n              PURSUANT TO A           PURSUANT TO A\n              REQUEST FOR             REQUEST FOR\n              CONFIDENTIAL            CONFIDENTIAL\n              TREATMENT] 2000         TREATMENT]\n              [*CONFIDENTIAL\n              MATERIAL OMITTED\n              AND FILED SEPARATELY\n              WITH THE SECURITIES\n              AND EXCHANGE\n              COMMISSION\n              PURSUANT TO A\n              REQUEST FOR\n              CONFIDENTIAL\n              TREATMENT] 2000\n              [*CONFIDENTIAL\n              MATERIAL OMITTED\n              AND FILED SEPARATELY\n              WITH THE SECURITIES\n              AND EXCHANGE\n              COMMISSION\n              PURSUANT TO A\n              REQUEST FOR\n              CONFIDENTIAL\n              TREATMENT]\n\n10.     EXHIBIT D-1 Price Adjustment Due to Economic Fluctuations\n- Airframe and Engine Block B 'A' Market Aircraft and Block C 'B'\nMarket Aircraft is deleted and replaced by the new Exhibit D-1\nwhich is attached to this Supplemental Agreement No. 8 as\n'Attachment 1.'\n\n\nP.A. No. 1663                 S8-4                      SA8\n\n\n11.     Letter Agreement 6-1162-RCN-859 entitled 'Certain\nContractual Matters' is revised by adding the words 'and Block D'\nafter each occurrence of the words 'Block C' in Paragraphs 1.1.3,\n1.3.4 and 1.3.5.\n\n12.     For clarity, Boeing and Buyer agree that the provisions\nof Paragraph 2.b) of Letter Agreement 6-1162-RCN-859 apply to all\n'B' Market Aircraft.\n\n13.     Letter Agreement 6-1162-MDH-150R1 entitled 'Widebody\nSpecial Contractual Matters',  Paragraph 1.1, entitled\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] the definition of 'C' in the formula at\nthe end of the paragraph is revised to read as follows:\n\n          'C     =       [*CONFIDENTIAL MATERIAL OMITTED AND\n                         FILED SEPARATELY WITH THE SECURITIES AND\n                         EXCHANGE COMMISSION PURSUANT TO A\n                         REQUEST FOR CONFIDENTIAL TREATMENT]'\n\n14.     Boeing and Buyer agree that Paragraph 1.8 entitled\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] of Letter Agreement 6-1162-MDH-150R1\nshall apply to the Block D 'B' Market Aircraft to the same extent\nas such paragraph applies to [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\n15.     Boeing and Buyer agree that the following [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT] by this Supplemental Agreement No. 8:\n\n     Buyer may elect, subject to available position {STAP} a one-\n     time substitution of a Model 747-400 Aircraft {each, a\n     'Substitute Aircraft'} for the Block D Aircraft by\n     notification received by Boeing on or before twenty-four\n     (24) months prior to the first day of the scheduled delivery\n     month of such Block D Aircraft.  Within five (5) working\n     days of receipt of Buyer's notification Boeing shall propose\n     for sale and delivery to Buyer such Substitute Aircraft.\n     Any delivery position offered by Boeing in response to\n     Buyer's notification of its election to substitute will be\n     offered to Buyer subject to prior sale or other disposition\n     (STPS) and will approximate the delivery position of the\n     Block D Aircraft for which Buyer has elected a Substitute\n     Aircraft.  If within thirty (30) days of the date of\n     Boeing's proposal for such Substitute Aircraft Buyer accepts\n     such proposal, Boeing and Buyer will enter into a\n     supplemental agreement to the applicable purchase agreement,\n     or a definitive agreement, within sixty (60) days\n     thereafter.  In any such supplemental agreement the Basic\n     Price of the Substitute Aircraft and all applicable Credit\n     Memoranda shall be as set forth in Attachment No. 3 to\n     Letter Agreement 6-1162-MDH-150R1.\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\nP.A. No. 1663                   S8-5                      SA8\n\n\n16.     Boeing and Buyer agree that the following [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT]:\n\n        A.          [*CONFIDENTIAL MATERIAL OMITTED AND FILED\n               SEPARATELY WITH THE SECURITIES AND EXCHANGE\n               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\n               TREATMENT].\n\n        B.          [*CONFIDENTIAL MATERIAL OMITTED AND FILED\n               SEPARATELY WITH THE SECURITIES AND EXCHANGE\n               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\n               TREATMENT].\n\n17.     Boeing and Buyer agree that Buyer shall have the right to\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] be received by Boeing on or before the\nfirst day of the month [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT] months prior to the\nscheduled delivery date of the [*CONFIDENTIAL MATERIAL OMITTED\nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Block D\nAircraft.\n\n18.     For clarity, Boeing and Buyer agree that the nine Block D\n'B' Market Aircraft added in this Supplemental Agreement No. 8\nare in substitution for the seven Model 747-422 Aircraft deleted\nfrom Purchase Agreement 1670 in Supplemental Agreement No. 10\nthereto, [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT].\n\n19.     Letter Agreement 6-1162-MDH-770 dated March 6, 1998 is\nhereby null and void.\n\n20.     Boeing has offered to Buyer certain business terms for\npurchase of additional [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\n\nP.A. No. 1663                   S8-6                   SA8\n\n\n21.     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\nACCEPTED AND AGREED TO:\n\n\nTHE BOEING COMPANY                UNITED AIR LINES, INC.\n\n\nBy  \/s\/ Brian R. Belka             By  \/s\/ Douglas A. Hacker\n    ------------------                 ---------------------\n\nIts  Attorney-in-Fact             Its Senior Vice President\n     ----------------             -------------------------\n                                  and Chief Financial Officer\n\n\nP.A. No. 1663                 S8-7                      SA8\n\n\nAttachment 1 to Supplemental Agreement No. 8\n\n\n\n\n\n\n              AIRFRAME AND ENGINE PRICE ADJUSTMENT\n                                \n                             between\n                                \n                       THE BOEING COMPANY\n                                \n                               and\n                                \n                     UNITED AIR LINES, INC.\n\n\n\n   Block B 'A' Market Aircraft, Block C and Block D 'B' Market\n                            Aircraft\n                                \n          Exhibit D-1 to Purchase Agreement Number 1663\n\n\nP.A. No. 1663                    D-1                     SA8\n\n\n\nAttachment 1 to Supplemental Agreement No. 8\n\n\n                     PRICE ADJUSTMENT DUE TO\n                      ECONOMIC FLUCTUATIONS\n                    AIRFRAME PRICE ADJUSTMENT\n   BLOCK B 'A' MARKET AIRCRAFT, BLOCK C and BLOCK D 'B' MARKET\n                            AIRCRAFT\n                                \n                  (1995 Base Price - Airframe)\n(1990 Base Price - PW4077 Engines (Block B 'A' Market Aircraft))\n(1994 Base Price - PW4090 Engines (Block C and Block D 'B' Market Aircraft))\n\n\n1.     Formula.\n\n       The Airframe Price Adjustment will be determined at the\ntime of Aircraft delivery in accordance with the following\nformula:\n\n       Pa = (P)(L + M - 1)\n\n       Where:\n\n         Pa = Airframe Price Adjustment.\n\n         L =  .65 x  ECI\n                     ---\n                   130.1\n\n         M =  .35 x  ICI\n                     ---\n                   123.6\n\n         P = Aircraft Basic Price (as set forth in Article 3.2 of\n             this Agreement) less the base price of Engines (as\n             defined in this Exhibit D-1) in the amount of:\n\n             [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\n             WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\n             TO A REQUEST FOR CONFIDENTIAL TREATMENT] {Block B\n             'A' Market Aircraft}\n             [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\n             WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\n             TO A REQUEST FOR CONFIDENTIAL TREATMENT] {Block C\n             and Block D 'B' Market Aircraft}\n\n       ECI = A value using the 'Employment Cost Index for workers\n             in aerospace manufacturing' (aircraft manufacturing,\n             standard industrial classification code 3721,\n             compensation, base month and year June 1989 = 100),\n             as released by the Bureau of Labor Statistics, U.S.\n             Department of Labor on a quarterly basis for the\n             months of March, June, September and December,\n             calculated as follows: A three-month arithmetic\n             average value (expressed as a decimal and rounded to\n             the nearest tenth) will be determined using the\n             months set forth in the table below for the\n             applicable Aircraft, with the released Employment\n             Cost Index value described above for the month of\n             March also being used for the months of January and\n             February; the value for June also used for April and\n             May; the value for September also used for July and\n             August; and the value for December also used for\n             October and November.\n\n\nP.A. No. 1663                    D-1-1                      SA8\n\n\nAttachment 1 to Supplemental Agreement No. 8.\n\n\n       ICI = The three-month arithmetic average of the released\n             monthly values for the Industrial Commodities Index\n             as set forth in the 'Producer Prices and Price\n             Index' (Base Year 1982 = 100) as released by the\n             Bureau of Labor Statistics, U.S. Department of Labor\n             values (expressed as a decimal and rounded to the\n             nearest tenth) for the months set forth in the table\n             below for the applicable Aircraft.\n\n     In determining the value of L, the ratio of ECI divided by\n130.1 will be expressed as a decimal rounded to the nearest\nten-thousandth and then multiplied by .65 with the resulting\nvalue also expressed as a decimal and rounded to the nearest\nten-thousandth.\n\n     In determining the value of M, the ratio of ICI divided by\n123.6 will be expressed as a decimal rounded to the nearest\nten-thousandth and then multiplied by .35 with the resulting\nvalue also expressed as a decimal and rounded to the nearest\nten-thousandth.\n\n                                Months to be Utilized\nMonth of Scheduled              in Determining the\nAircraft Delivery               Value of ECI and ICI\n\nJanuary                         June  B, July  B, Aug.  B\nFebruary                        July  B, Aug.  B, Sept. B\nMarch                           Aug.  B, Sept. B, Oct.  B\nApril                           Sept. B, Oct.  B, Nov.  B\nMay                             Oct.  B, Nov.  B, Dec.  B\nJune                            Nov.  B, Dec.  B, Jan.  D\nJuly                            Dec.  B, Jan.  D, Feb.  D\nAugust                          Jan.  D, Feb.  D, Mar.  D\nSeptember                       Feb.  D, Mar.  D, Apr.  D\nOctober                         Mar.  D, Apr.  D, May   D\nNovember                        Apr.  D, May   D, June  D\nDecember                        May   D, June  D, July  D\n\nThe following definitions of B and D will apply:\n\n          B = The calendar year before the year in which the\n              scheduled month of delivery as set forth in Article\n              2.1 occurs.\n\n          D = The calendar year during which the scheduled month\n              of delivery as set forth in Article 2.1 occurs.\n\n2.     If at the time of delivery of an Aircraft Boeing is unable\nto determine the Airframe Price Adjustment because the applicable\nvalues to be used to determine the ECI and ICI have not been\nreleased by the Bureau of Labor Statistics, then:\n\n\nP.A. No. 1663                  D-1-2                      SA8\n\n\nAttachment 1 to Supplement Agreement No. 8\n\n\n     2.1     The Airframe Price Adjustment, to be used at the\ntime of delivery of each of the Aircraft, will be determined by\nutilizing the escalation provisions set forth above.  The values\nreleased by the Bureau of Labor Statistics and available to\nBoeing 30 days prior to scheduled Aircraft delivery will be used\nto determine the ECI and ICI values for the applicable months\n(including those noted as preliminary by the Bureau of Labor\nStatistics) to calculate the Airframe Price Adjustment.  If no\nvalues have been released for an applicable month, the provisions\nset forth in Paragraph 2.2 below will apply.  If prior to\ndelivery of an Aircraft the U.S. Department of Labor changes the\nbase year for determination of the ECI or ICI values as defined\nabove, such rebased values will be incorporated in the Airframe\nPrice Adjustment calculation.  The payment by Buyer to Boeing of\nthe amount of the Purchase Price for such Aircraft, as determined\nat the time of Aircraft delivery, will be deemed to be the\npayment for such Aircraft required at the delivery thereof.\n\n     2.2     If prior to delivery of an Aircraft the U.S.\nDepartment of Labor substantially revises the methodology used\nfor the determination of the values to be used to determine the\nECI and ICI values (in contrast to benchmark adjustments or other\ncorrections of previously released values), or for any reason has\nnot released values needed to determine the applicable Aircraft\nAirframe Price Adjustment, the parties will, prior to delivery of\nany such Aircraft, select a substitute for such values from data\npublished by the Bureau of Labor Statistics or other similar data\nreported by non-governmental United States organizations, such\nsubstitute to lead in application to the same adjustment result,\ninsofar as possible, as would have been achieved by continuing\nthe use of the original values as they may have fluctuated during\nthe applicable time period.  Appropriate revision of the formula\nwill be made as required to reflect any substitute values.\nHowever, if within 24 months from delivery of the Aircraft the\nBureau of Labor Statistics should resume releasing values for the\nmonths needed to determine the Airframe Price Adjustment, such\nvalues will be used to determine any increase or decrease in the\nAirframe Price Adjustment for the Aircraft from that determined\nat the time of delivery of such Aircraft.\n\n     2.3     In the event escalation provisions are made\nnon-enforceable or otherwise rendered null and void by any agency\nof the United States Government, the parties agree, to the extent\nthey may lawfully do so, to equitably adjust the Purchase Price\nof any affected Aircraft to reflect an allowance for increases or\ndecreases in labor compensation and material costs occurring\nsince February, 1995, which is consistent with the applicable\nprovisions of paragraph 1 of this Exhibit D-1.\n\n3.     For the calculations herein, the values released by the\nBureau of Labor Statistics and available to Boeing 30 days prior\nto scheduled Aircraft delivery will be used to determine the ECI\nand ICI values for the applicable months (including those noted\nas preliminary by the Bureau of Labor Statistics) to calculate\nthe Airframe Price Adjustment.\n\nNote:     Any rounding of a number, as required under this\n          Exhibit D-1 with respect to escalation of the airframe\n          price, will be accomplished as follows:  if the first\n          digit of the portion to be dropped from the number to\n          be rounded is five or greater, the preceding digit will\n          be raised to the next higher number.\n\n\nP.A. No. 1663                 D-1-3                         SA8\n\n\nAttachment 1 to Supplemental Agreement No. 8\n\n\n            ENGINE PRICE ADJUSTMENT - PRATT &amp; WHITNEY\n                                \n                   Block B 'A' MARKET AIRCRAFT\n\n                        (1990 Base Price)\n\n(a)     The basic price of each Block B 'A' Market Aircraft set\nforth in Article 3.1 of the Purchase Agreement includes an\naggregate price for PW4077 engines and all accessories, equipment\nand parts therefor provided by the engine manufacturer\n(collectively in this Exhibit D called 'Engines') of\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT].  The adjustment in Engine price\napplicable to each Block B 'A' Market Aircraft (Block B 'A'\nMarket 'Engine Price Adjustment' herein) shall be determined at\nthe time of Block B 'A' Market Aircraft delivery in accordance\nwith the following formula:\n\n        Pa  =  (P) (AA + BB + CC) - P\n\n(b)     The following definitions shall apply herein:\n\n        Pa  =  Block B 'A' Market Engine Price Adjustment\n\n        P   =  Aggregate Block B 'A' Market Engine Base\n               Price [*CONFIDENTIAL MATERIAL OMITTED AND \n               FILED SEPARATELY WITH THE SECURITIES AND \n               EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\n               CONFIDENTIAL TREATMENT]. \n               \n\n        AA  =  .60 x   L\n                      ---\n                   $14.68\n\n        BB  =  .30 x   M\n                      ---\n                    121.7\n\n        CC  =  .10 x   E\n                      ---\n                     73.7\n\nIn determining the value of AA, BB and CC, the ratio of L divided\nby $14.68, M divided by 121.7 and E divided by 73.7 shall be\nexpressed as a decimal and rounded to the nearest ten-thousandth\nbut the decimal value resulting from multiplying such ratios by\nthe respective constants (.60, .30 and .10) shall not be rounded.\nThe value of the sum of AA + BB + CC shall also be rounded to the\nnearest ten-thousandth.\n\n        L   =  Labor Index, which is the 'Hourly Earnings of\n               Aircraft Engines and Engine Parts Production\n               Workers, SIC 3724' published by the Bureau of\n               Labor Statistics, U.S. Department of Labor,\n               for the seventh month preceding the month of\n               scheduled Aircraft delivery.\n\n\nP.A. No. 1663                D-1-4                        SA8\n\n\nAttachment 1 to Supplemental Agreement No. 8\n\n\n    $14.68  =  Published Labor Index (SIC 3724) for\n               December, 1989.\n\n         M  =  Material Index, which is the 'Producer Price\n               Index - Code 10, Metals and Metal Products,'\n               (Base Year 1982 = 100) published by the\n               Bureau of Labor Statistics, U.S. Department\n               of Labor, for the seventh month preceding the\n               month of scheduled Aircraft delivery.\n\n     121.7  =  Published Material Index (Code 10) for\n               December, 1989.\n\n         E  =  Fuel Index, which is the 'Producer Price\n               Index - Code 5, Fuels and Related Products\n               and Power' (Base Year 1982 = 100) published\n               for 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      73.7  =  Published Fuel Index (Code 5) for December, 1989.\n\nThe Block B 'A' Market Engine Price Adjustment shall not be made\nif it would result in a decrease in the aggregate Block B 'A'\nMarket Aircraft Engine base price.\n\n(c)     The value of the Labor, Material and Fuel Index used in\ndetermining the Block B 'A' Market Engine Price Adjustment shall\nbe those published by the Bureau of Labor Statistics, U.S.\nDepartment of Labor as of a date thirty (30) days prior to the\nscheduled Block B 'A' Market Aircraft delivery to Buyer.  Such\nIndex values shall be considered final and no revision to the\nBlock B 'A' Market Engine Price Adjustment shall be made after\nAircraft delivery for any subsequent changes in published Index\nvalues.\n\n(d)     If the Bureau of Labor Statistics, U.S. Department of\nLabor, (i) substantially revises the methodology (in contrast to\nbenchmark adjustments or other corrections of previously\npublished data), or (ii) discontinues publication of any of the\ndata referred to above or (iii) temporarily discontinues\npublication of any of the data referred to above, Pratt &amp; Whitney\nAircraft (P&amp;WA) agrees to meet jointly with Boeing and Buyer and\njointly select 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 may\nhave fluctuated had it not been revised or discontinued.\nAppropriate revision of the Block B 'A' Market Engine Price\nAdjustment provisions set forth above shall be made to accomplish\nthis result for affected Engines.\n\n\nP.A. No. 1663                   D-1-5                   SA8\n\n\nAttachment 1 to Supplemental Agreement No. 8\n\n\nIn the event the Engine Price Adjustment escalation provisions of\nthis Agreement are made non-enforceable or otherwise rendered\nnull and void by any agency of the United States Government, P&amp;WA\nagrees to meet with Boeing and jointly agree, to the extent that\nthey may lawfully do so, to adjust equitably the purchase price\nof the Engine(s) to reflect an allowance for increases in labor,\nmaterial and fuel costs that occurred from December, 1989 to the\nseventh month preceding the month of scheduled delivery of the\napplicable Block B 'A' Market Aircraft.\n\n(e)     The Engine escalation provisions set forth above shall be\nappropriately amended to reflect changes in such provisions\n(including any increase in Block B 'A' Market Engine base price)\nestablished by the Engine manufacturer as of the date of entering\ninto a definitive agreement to purchase the Block B 'A' Market\nAircraft and applicable to Engines for delivery to Boeing during\nthe same approximate time period as the Block B 'A' Market\nAircraft.\n\nNOTES:     Any rounding of a number, as required under this\n           Exhibit D-1 with respect to escalation of the Engine\n           price, shall be accomplished as follows:  if the first\n           digit of the portion to be dropped from the number to\n           be rounded is five or greater, the preceding digit\n           shall be raised to the next higher number.\n\n\nP.A. No. 1663                  D-1-6                        SA8\n\n\nAttachment 1 to Supplemental Agreement No. 8\n\n\n            ENGINE PRICE ADJUSTMENT - PRATT &amp; WHITNEY\n                                \n             Block C and Block D 'B' MARKET AIRCRAFT\n\n                        (1994 Base Price)\n\n(a)     The basic price of each Block C and Block D 'B' Market\nAircraft set forth in Article 3.1 of the Purchase Agreement\nincludes an aggregate price for PW4090 Engines of [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT].  The adjustment in Engine price applicable to each\nBlock C and Block D 'B' Market Aircraft (Block C and Block D 'B'\nMarket 'Engine Price Adjustment' herein) shall be determined at\nthe time of Block C and Block D 'B' Market Aircraft delivery in\naccordance with the following formula:\n\n(a)     Pa  =  (P) (AA+BB+CC) - P\n\n(b)     The following definitions shall apply herein:\n\n        Pa  =  Block C and Block D 'B' Market Engine Price\n               Adjustment\n\n        P   =  Aggregate Block C and Block D 'B' Market Engine\n               Price [*CONFIDENTIAL MATERIAL OMITTED AND \n               FILED SEPARATELY WITH THE SECURITIES AND \n               EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\n               CONFIDENTIAL TREATMENT]. \n               Base  \n               \n\n        AA  =  .60  x    L\n                        ---\n                     $17.13\n\n        BB  =  .30  x    M\n                        ---\n                      120.2\n\n        CC  =  .10  x    E\n                        ---\n                       74.7\n\n          In determining the value of AA, BB and CC, the ratio of\n          L divided by $17.13, M divided by 120.0 and E divided\n          by 74.7 shall be expressed as a decimal and rounded to\n          the nearest ten-thousandth but the decimal value\n          resulting from multiplying such ratios by the\n          respective constants (.60, .30 and .10) shall not be\n          rounded.  The value of the sum of AA + BB + CC shall\n          also be rounded to the nearest ten-thousandth.\n\n        L   =  Labor Index, which is the 'Hourly Earnings of\n               Aircraft Engines and Engine Parts Production\n               Workers, SIC 3724' published by the Bureau of\n               Labor Statistics, U.S. Department of Labor, for\n               the seventh month preceding the month of scheduled\n               Aircraft delivery.\n\n    $17.13  =  Published Labor Index (SIC 3724) for December, 1993.\n\n\nP.A. No. 1663                   D-1-7                     SA8\n\n\nAttachment 1 to Supplemental Agreement No. 8.\n\n\n        M   =  Material Index, which is the 'Producer Price\n               Index - Code 10, Metals and Metal Products,'\n               (Base Year 1982 = 100) published by the Bureau of\n               Labor Statistics, U.S. Department of Labor, for\n               the seventh month preceding the month of scheduled\n               Aircraft delivery.\n\n     120.2  =  Published Material Index (Code 10) for December,\n               1993.\n\n        E   =  Fuel Index, which is the 'Producer Price Index\n               Code 5, Fuels and Related Products and Power'\n               (Base Year 1982 = 100) published by the Bureau of\n               Labor Statistics, U.S. Department of Labor, for\n               the seventh month preceding the month of scheduled\n               Aircraft delivery.\n\n      74.7  =  Published Fuel Index (Code 5) for December, 1993.\n\nThe Block C and Block D 'B' Market Engine Price Adjustment shall\nnot be made if it would result in a decrease in the aggregate\nBlock C and Block D 'B' Market Engine base price.\n\n(c)     The value of the Labor, Material and Fuel Index used in\ndetermining the Block C and Block D 'B' Market Engine Price\nAdjustment shall be those published by the Bureau of Labor\nStatistics, U.S. Department of Labor as of a date thirty (30)\ndays prior to the scheduled Block C or  Block D 'B' Market\nAircraft delivery to Buyer.  Such Index values shall be\nconsidered final and no revision to the Block C or  Block D 'B'\nMarket Engine Price Adjustment shall be made after Aircraft\ndelivery for any subsequent changes in published Index values.\n\n(d)     If the Bureau of Labor Statistics, U.S. Department of\nLabor, (i) substantially revises the methodology (in contrast to\nbenchmark adjustments or other corrections of previously\npublished data), or (ii) discontinues publication of any of the\ndata referred to above or (iii) temporarily discontinues\npublication of any of the data referred to above, Pratt &amp; Whitney\nAircraft (P&amp;WA) agrees to meet jointly with Boeing and Buyer and\njointly select 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 may\nhave fluctuated had it not been revised or discontinued.\nAppropriate revision of the Block C and Block D 'B' Market Engine\nPrice Adjustment provisions set forth above shall be made to\naccomplish this result for affected engines.\n\nIn the event the Block C and Block D 'B' Market Price Adjustment\nescalation provisions of this Agreement are made non-enforceable\nor otherwise rendered null and void by any agency of the United\nStates Government, P&amp;WA agrees to meet with Boeing and jointly\nagree, to the extent that they may lawfully do so, to reflect an\nallowance for increases in labor, material and fuel costs that\noccurred from December, 1993, to the seventh month preceding the\nmonth of scheduled delivery of the applicable Block C or  Block D\n'B' Market Aircraft.\n\n\nP.A. No. 1663               D-1-8                      SA8\n\n\nAttachment 1 to Supplemental Agreement No. 8\n\n\n(e)     The Engine escalation provisions set forth above shall be\nappropriately amended to reflect changes in such provisions\n(including any increase in Block C or Block D 'B' Market Engine\nbase price) established by P&amp;WA as of the date of entering into a\ndefinitive agreement to purchase the Block C or Block D 'B'\nMarket Aircraft and applicable to Engines for delivery to Boeing\nduring the same approximate time period as the Block C or Block D\n'B' Market Aircraft.\n\nNOTE:     Any rounding of a number, as required under this\n          Exhibit D-1 with respect to escalation of the Engine\n          price, shall be accomplished as follows:  if the first\n          digit of the portion to be dropped from the number to\n          be rounded is five or greater, the preceding digit\n          shall be raised to the next higher number.\n\n\nP.A. No. 1663                    D-1-9                       SA8\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-42866","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\/42866","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=42866"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42866"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42866"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42866"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}