{"id":42868,"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-1670-united.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-agreement-to-purchase-agreement-no-1670-united","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/supplemental-agreement-to-purchase-agreement-no-1670-united.html","title":{"rendered":"Supplemental Agreement to Purchase Agreement No. 1670 &#8211; United Air Lines Inc. and The Boeing Co."},"content":{"rendered":"<pre>                  Supplemental Agreement No. 11\n                               to\n                   Purchase Agreement No. 1670\n                             between\n                       THE BOEING COMPANY\n                               and\n                     UNITED AIR LINES, INC.\n\n            Relating to Boeing Model 747-422 Aircraft\n\n       THIS SUPPLEMENTAL AGREEMENT, entered into as of the 11th\nday of April 1997, 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                      W I T N E S S E T H:\n                      -------------------\n\n       WHEREAS, the parties entered into that certain Purchase\nAgreement No. 1670, dated as of December 18, 1990, relating to\nthe purchase and sale of Boeing Model 747-422 aircraft\n(hereinafter referred to as 'The Aircraft', or the 'Firm\nAircraft', [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST\nFOR CONFIDENTIAL TREATMENT] or the 'Option Aircraft', as such\ncapitalized terms, and any other capitalized terms used herein,\nunless otherwise specifically defined herein, are defined in the\n'Purchase Agreement' (as such term is defined below)), which\nagreement, as amended and supplemented, together with all\nexhibits, specifications and letter agreements related or\nattached thereto, is hereinafter called the 'Purchase Agreement'\nand;\n       WHEREAS, Buyer wishes to purchase three (3) 747-422\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 amend the Purchase\nAgreement as follows:\n\n1.   The following Letter Agreement is executed contemporaneously\nwith this Supplemental Agreement and is attached hereto.\n\n       Agreement No.            Subject\n       ------------             -------\n\n       6-1162-DLJ-891R5         [*CONFIDENTIAL MATERIAL OMITTED\n                                AND FILED SEPARATELY WITH THE SECURITIES \n                                AND EXCHANGE COMMISSION PURSUANT TO A\n                                REQUEST FOR CONFIDENTIAL TREATMENT]\n       \n2.   Article 2, entitled Delivery of Aircraft; Title and Risk of\nLoss, paragraph 2.1 is hereby deleted in its entirety and\nreplaced with the new paragraph 2.1 contained in Attachment 1\nhereto, which adds [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\n3.   Article 5, entitled Payment, paragraph 5.1, entitled Advance\nPayment Base Price, is hereby deleted and replaced with the new\nparagraph 5.1 contained in Attachment 2 hereto, which includes\nthe Advance Payment Base Prices for the [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].\n\n4.   The following 'Months to be Utilized in Determining the\nValue of H &amp; W' are hereby added to the table on page 3 of\nExhibit D-1, entitled Price Adjustment due to Economic\nFluctuations.\n\n              Month of Scheduled\n              Aircraft Delivery as Set           Months to be Utilized\n              Forth in Article 2.1 of            Determining the Value\n              the Agreement                      of H&amp;W\n              ------------------------           ---------------------\n\n              [*CONFIDENTIAL MATERIAL            [*CONFIDENTIAL MATERIAL\n              OMITTED AND FILED                  OMITTED AND FILED\n              SEPARATELY WITH THE                SEPARATELY WITH THE\n              SECURITIES AND EXCHANGE            SECURITIES AND EXCHANGE\n              COMMISSION PURSUANT TO             COMMISSION PURSUANT TO\n              A REQUEST FOR CONFIDENTIAL         A REQUEST FOR CONFIDENTIAL\n              TREATMENT]                         TREATMENT]\n\n5.   This Supplemental Agreement is subject to the confidentiality \nprovisions of Letter Agreement 6-1162-DLJ-886.\n\n6.       The Purchase Agreement shall be deemed amended to the extent\nherein provided and as amended shall continue in full force and effect.\n\nEXECUTED IN DUPLICATE as of the day and year first above written.\n\n\n\nTHE BOEING COMPANY                        UNITED AIR LINES, INC.\n\nBy:  \/s\/ M. D. Hurt                       By:  Douglas A. Hacker\n     --------------                            -----------------\nIts:  Attorney In Fact                    Its:  Senior Vice President and\n      ----------------                          Chief Financial Officer\n                                                -----------------------\nP.A. No. 1670                   SA 9-2\nK\/UAL\/CONT\/SA11-1670.doc\n\nAttachment 1 to\nSupplemental Agreement No. 11\n\nARTICLE 2.         Delivery of Aircraft; Title and Risk of Loss.\n                   --------------------------------------------\n\n      2.1          Time of Delivery.  Each Aircraft shall be delivered \nto Buyer assembled and ready for flight, and Buyer shall accept delivery \nof such Aircraft, during or, if mutually agreed, before the months set \nforth in the following schedule:\n\n\n\n\n                               Quantity of\nMonth and Year of Delivery      Aircraft               Status\n                                                  (as of S.A. No. 119)\n\n                                                 \nAugust  1992                    One (1)                Delivered\nOctober 1992                    One (1)                Delivered\nDecember 1992                   One (1)                Delivered\n\nApril 1993                      Two (2)                Delivered\nJune 1993                       One (1)                Delivered\nAugust 1993                     One (1)                Delivered\n\nJune 1994*                      One (1)                S.A. #5 Delivered\nJuly 1994*                      One (1)                S.A. #5 Delivered\n\nMay 1996*                       One (1)                Firm S.A. #6\nJune 1996*                      One (1)                Firm S.A. #6\nJune 1996*                      One (1)                Reconfirmation Aircraft \n                                                       {Buyer Passed}\nAugust 1996                     One (1)                Reconfirmation Aircraft \n                                                       {Buyer Passed}\n\nApril 1997                      One (1)                S.A. #6 Reconfirmation \n                                                       Aircraft {Buyer Passed}\nMay 1997                        One (1)                S.A. #6 Reconfirmation \n                                                       Aircraft {Buyer Passed}\nMay 1997*                       One (1)                Firm S.A. #8            \n[*CONFIDENTIAL MATERIAL         [CONFIDENTIAL          [CONFIDENTIAL MATERIAL\nOMITTED AND FILED               MATERIAL OMITTED       OMITTED AND FILED\nSEPARATELY WITH THE             AND FILED SEPARATELY   SEPARATELY WITH THE\nSECURITIES AND EXCHANGE         WITH THE SECURITIES    SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO          AND EXCHANGE           COMMISSION PURSUANT TO\nA REQUEST FOR CONFIDENTIAL      COMMISSION PURSUANT    A REQUEST FOR \nTREATMENT]                      TO A REQUEST           CONFIDENTIAL TREATMENT]\n                                FOR CONFIDENTIAL \n                                TREATMENT]\n\n\nP.A. No. 1670                      1-1\nK\/UAL\/CONT\/SA11-1670.DOC\n\nAttachment 1 to\nSupplemental Agreement No. 11\n\n\n\n                               Quantity of             Status\nMonth and Year of Delivery      Aircraft          (as of S.A. No. 11)\n\n[*CONFIDENTIAL MATERIAL         [*CONFIDENTIAL         [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED               MATERIAL OMITTED       OMITTED AND FILED\nSEPARATELY WITH THE             AND FILED SEPARATELY   SEPARATELY WITH THE\nSECURITIES AND EXCHANGE         WITH THE SECURITIES    SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO          AND EXCHANGE           COMMISSION PURSUANT TO\nA REQUEST FOR CONFIDENTIAL      COMMISSION PURSUANT    A REQUEST FOR \nTREATMENT]                      TO A REQUEST           CONFIDENTIAL TREATMENT]\n                                FOR CONFIDENTIAL \n                                TREATMENT]\n\nTotal                           39\n\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 the\ndelivery date for an Aircraft, and delivery is delayed beyond such\ndate due to Buyer's fault or responsibility, Buyer shall promptly\nreimburse Boeing for all costs and expenses incurred by Boeing as a\nresult of such delay, including but not limited to reasonable\namounts for storage, insurance, taxes, preservation or protection\nof the Aircraft, and interest on payments due.\n\nP.A. No. 1670                      1-2\nK\/UAL\/CONT\/SA11-1670.DOC\n\nAttachment 2 to\nSupplemental Agreement No. 11\n\nARTICLE 5.    Payment.\n              -------\n   5.1        Advance Payment Base Price.  The advance\npayment base price of each Aircraft, depending on the month and\nyear of scheduled delivery, is indicated below:\n   \n   Month and Year of             Advance Payment Base\n   Scheduled Delivery            Price per Aircraft\n   ------------------            ------------------\n     August 1992                 [*CONFIDENTIAL\n     October 1992                MATERIAL\n     December 1992               OMITTED AND\n\n     April 1993                  FILED\n     August 1993                 SEPARATELY\n     November 1993               WITH THE\n\n     June 1994*                  SECURITIES AND\n     July 1994*                  EXCHANGE\n     \n     May 1996*                   COMMISSION\n     June 1996*                  PURSUANT\n     June 1996                   TO A\n     August 1996                 REQUEST FOR\n     \n     April 1997                  CONFIDENTIAL\n\n     May 1997*                   TREATMENT]\n\n[*CONFIDENTIAL MATERIAL          [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED                OMITTED  AND FILED\nSEPARATELY WITH                  SEPARATELY WITH\nTHE SECURITIES                   THE SECURITIES\nAND EXCHANGE                     AND EXCHANGE\nCOMMISSION                       COMMISSION\nPURSUANT TO A                    PURSUANT TO A\nREQUEST FOR                      REQUEST FOR\nCONFIDENTIAL                     CONFIDENTIAL\nTREATMENT]                       TREATMENT]\n\nP.A. No. 1670                      2-1\nK\/UALCONT\/SA11-1670.DOC\n\nAttachment 2 to\nSupplemental Agreement No. 11\n\n\n[*CONFIDENTIAL MATERIAL          [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED                OMITTED  AND FILED\nSEPARATELY WITH                  SEPARATELY WITH\nTHE SECURITIES                   THE SECURITIES\nAND EXCHANGE                     AND EXCHANGE\nCOMMISSION                       COMMISSION\nPURSUANT TO A                    PURSUANT TO A\nREQUEST FOR                      REQUEST FOR\nCONFIDENTIAL                     CONFIDENTIAL\nTREATMENT]                       TREATMENT]\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[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES\nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL 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 prices of each Aircraft has been established using\ncurrently available forecasts 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\nP.A. No. 1670                      2-2\nK\/UALCONT\/SA11-1670.DOC\n\nSupplemental Agreement No. 11\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES \nAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\nP.A. No. 1670                      2-1\nK\/UALCONT\/SA11-1670.DOC\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-42868","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\/42868","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=42868"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42868"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42868"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42868"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}