{"id":42867,"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-united4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-agreement-to-purchase-agreement-no-1663-united4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/supplemental-agreement-to-purchase-agreement-no-1663-united4.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. 4  \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 30th day\nof May, 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\ndated as 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 1, 'Subject Matter of Sale', is hereby deleted in\nits entirety and replaced with a new Article 1, which is\nAttachment No. 1 hereto.\n\n2.  Article 2, 'Delivery of Aircraft; Title and Risk of Loss',\nis hereby deleted in its entirety and replaced with a new Article\n2 which is Attachment No. 2 hereto.\n\n3.  Article 5, 'Payment', is hereby deleted in its entirety and\nreplaced with a new Article 5 which is Attachment No. 4 hereto.\n\n4.  The two 'B' Market Aircraft, which are the subject of this\nSupplemental Agreement, are [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as such term is\ndefined in Letter Agreement No. 6-1162-TML-1205 to nine (9) 737\nAircraft in Purchase Agreement No. 1595, [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] will be applied to the advance payments\nowed Boeing for the two 'B' Market Aircraft which are the subject\nof this Supplemental Agreement.  An adjustment for the amount\nowed by Buyer [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT] for each of\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] 777 aircraft, is reflected in paragraph\n6 below.\n\n6.  Paragraph 6 of Letter Agreement No. 6-1162-RCN-859 provides that\nthe advance payments paid by Buyer will be based on the\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] The calculations are based on a June 3,\n1996 settlement date.\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. 5\n\nThe difference will be refunded to Buyer in accordance with paragraph 6.D.\nof Letter Agreement No. 6-1162-TML-1205.\n\n    \nP.A. No. 1663                S4-2\n\n\n7.  In consideration of Buyer's purchase of the 777 Aircraft,\nwhich are the subject of this Supplemental Agreement, Boeing\nagrees to [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT]  pursuant to paragraph 7 of Letter\nAgreement No. 6-1162-TML-1205  [*CONFIDENTIAL MATERIAL OMITTED\nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n8.  Buyer agrees that the invoice for each of the two (2) 'B'\nMarket 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 to\nparagraph 13 of Letter Agreement No. 6-1162-TML-1205.\n\n9.  Buyer agrees that the credit memorandum applicable to the\ntwo (2) 'B' Market Aircraft, which are the subject of this\nSupplemental Agreement, and discussed in Letter Agreement 6-1162-\nRCN-859 will include:\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n10.  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\n\n\nBy: \/s\/ M.O. Hurt             By: \/s\/ Douglas A. Hacker\n    -------------                 ---------------------\n                                  Douglas A. Hacker\nIts:  Attorney-In-Fact        Its: Senior Vice President and\n                                   Chief Financial Officer\n\n\nP.A. No. 1663                S4-3\n\n\nAttachment No. 1\nSupplemental Agreement No. 4\nPurchase Agreement No. 1663\nUnited Air Lines, Inc.\nPage 1\n\nARTICLE 1.    Subject Matter of Sale.\n              ----------------------\n\n              1.1.1 'A' Market Aircraft Description'.\nBoeing shall sell and deliver to Buyer, and Buyer shall purchase\nfrom Boeing, sixteen (16) Boeing Model 777-222 'A' Market\nAircraft.  Such aircraft are referred to individually and\ncollectively as the 'Aircraft' or 'AIRCRAFT' or 'the 'A' Market\nAircraft'.  The Aircraft will be manufactured by Boeing in\naccordance with Boeing Detail Specification [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT]  (as modified and described in Exhibit A-1 attached\nhereto) as it may be modified from time to time in accordance\nwith the terms and conditions of Article 7 herein.  Such Detail\nSpecification as so modified is by this reference incorporated in\nthis Agreement and is hereinafter referred to as the 'Detail\nSpecification' or 'the 'A' Market Detail Specification.' In\nconnection with the sale and purchase of the Aircraft, Boeing\nshall also deliver to Buyer other things under this Agreement\nincluding data, documents, training and services.\n\n              1.1.2 'B' Market Aircraft Description'.  Boeing\nshall sell and deliver to Buyer, and Buyer shall purchase from\nBoeing, twenty (20) Boeing Model 777-222 'B' Market Aircraft.\nSuch aircraft are referred to individually and collectively as\nthe 'Block A 'B' Market Aircraft', 'Block B 'B' Market Aircraft',\n'Aircraft' or 'AIRCRAFT' or 'the 'B' Market Aircraft'.  The\nAircraft will be manufactured by Boeing in accordance with Boeing\nDetail Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]  (as modified and\ndescribed in Exhibit A-2 attached hereto) as it may be modified\nfrom time to time in accordance with the terms and conditions of\nArticle 7 herein.  Such Detail Specification as so modified is by\nthis reference incorporated in this Agreement and is hereinafter\nreferred to as the 'Detail Specification' or 'the 'B' Market\nDetail Specification.' In connection with the sale and purchase\nof the Aircraft, Boeing shall also deliver to Buyer other things\nunder this Agreement including data, documents, training and\nservices.\n\n              1.2   Performance Guarantees.  Any performance\nguarantees applicable to the Aircraft shall be expressly included\nin this Agreement.\n\n\n                             \nP.A. No. 1663                S4-1\n\nAttachment No. 2\nSupplemental Agreement No. 4\nPurchase Agreement No. 1663\nUnited Air Lines, Inc.\nPage 2\n\nARTICLE 2.    Delivery of Aircraft: Title and Risk of Loss.\n              --------------------------------------------\n\n2.1 Time of Delivery.  Each Aircraft shall be delivered to Buyer\nassembled and ready for flight, and Buyer shall accept delivery\nof such Aircraft during or, if mutually agreed, before the months\n<font size=\"2\">set forth in the following schedule:\n\n              'Month and Year\n                of Delivery          Quantity of Aircraft\n                -----------          --------------------\n\n                         'A' Market Aircraft\n                          ------------------\n                 May 1995                 Three (3)\n                 June 1995                Two   (2)\n                 July 1995                One   (1)\n                 September 1995           One   (1)\n                 October 1995             One   (1)\n                 November 1995            One   (1)\n                 December 1995            Two   (2)\n                 February  1996           One   (1)\n                 April 1996               One   (1)\n                 May 1996                 One   (1)\n                 June 1996                One   (1)\n                 July 1996                One   (1)\n\n                         'B' Market Aircraft\n                          ------------------\n\n                     Block A 'B' Market Aircraft\n                     ---------------------------\n\n<\/font>[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n                     \n\nP.A. No. 1663                S4-1\n\nAttachment No. 2\nSupplemental Agreement No. 4\nPurchase Agreement No. 1663\nUnited Air Lines, Inc.\nPage 2\n\n                   Block B '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\nIf Boeing gives Buyer at least ten (10) days' advance notice of\nthe delivery date for an Aircraft, and delivery is delayed beyond\nsuch date due to Buyer's fault or responsibility, Buyer shall\npromptly reimburse Boeing for all costs and expenses incurred by\nBoeing as a result of such delay, including but not limited to\nreasonable amounts for storage, insurance, taxes, preservation or\nprotection of the Aircraft, and interest on payments due.\n\n              2.2   Place of Delivery.  Each Aircraft shall be\ndelivered at an airport in the State of Washington selected by\nBoeing or at such alternate site as may be mutually agreed upon\nin writing.  If delivery is made at an alternate site at Buyer's\nrequest, Buyer shall promptly reimburse Boeing for any increased\ncosts incurred by Boeing as a result thereof.\n\n              2.3   Title and Risk of Loss.  Title to and risk of\nloss of each Aircraft shall pass from Boeing to Buyer upon\ndelivery of such Aircraft but not prior to thereto.\n\n              2.4   Documents of Title.  Upon delivery of and\npayment for each Aircraft, Boeing shall deliver to Buyer a bill\nof sale duly conveying to Buyer good title to such Aircraft free\nand clear of all liens, claims, charges and encumbrances of every\nkind whatsoever, and such other appropriate documents of title as\nBuyer may reasonably request.\n\n\n              \nP.A. No. 1663                S4-2\n\nAttachment No. 3 to\nSupplemental Agreement No. 4\nPurchase Agreement No. 1663\n1663-5 Page 4\n\nARTICLE 5.    Payment.\n              -------\n\n5.1  Advance Payment Base Price.  The advance payment base price\nof each Aircraft, depending on the month and year of scheduled\ndelivery, is indicated below:\n\n     Month and Year of                   Advance Payment Base\n     Scheduled Delivery                   Price per Aircraft\n     ------------------                   ------------------\n\n     'A' Market Aircraft\n     -------------------\n\n     May 1995\n     June 1995\n     July 1995\n     September 1995\n     October 1995                          [*CONFIDENTIAL MATERIAL\n     November 1995                         OMITTED AND FILED\n     December 1995                         SEPARATELY WITH THE\n     February  1996                        SECURITIES AND EXCHANGE\n     April 1996                            COMMISSION PURSUANT TO A\n     May 1996                              REQUEST FOR CONFIDENTIAL\n     June 1996                             TREATMENT]\n     July 1996\n\n\n     'B' Market Aircraft\n     -------------------\n\n     Block 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\n     Block B '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\n\nAttachment No. 3 to\nSupplemental Agreement No. 4\nPurchase Agreement No. 1663\n1663-5 Page 4\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\nadvance payments for each Aircraft on the dates indicated in the\nschedule below.  The advance payment amount for an Aircraft due\non a payment date shall be equal to (i) the sum of the advance\npayment percentages given in such schedule through the payment\ndate multiplied by the Advance Payment Base Price for the\nAircraft provided to Buyer pursuant to Article 5.1 for such\npayment date, less (ii) the sum of the advance payment amounts\npaid by Buyer to Boeing on such Aircraft up to such payment date.\n\n\nAttachment No. 3 to\nSupplemental Agreement No. 4\nPurchase Agreement No. 1663\n1663-5 Page 4\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\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n              5.3   Payment for Aircraft.  Concurrently with delivery\nof each 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\nis terminated 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\n\n\nAttachment No. 3 to\nSupplemental Agreement No. 4\nPurchase Agreement No. 1663\n1663-5 Page 4\n\nto Buyer with interest any advance payments received by Boeing\nfrom Buyer hereunder with respect to any Aircraft so terminated.\n\n\n              5.5   Payment in United States Funds.  All prices\nand payments 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\n\nSupplemental Agreement No. 4\nPurchase Agreement No. 1663\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-42867","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\/42867","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=42867"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42867"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42867"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42867"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}