{"id":42869,"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-united3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-agreement-to-purchase-agreement-no-1670-united3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/supplemental-agreement-to-purchase-agreement-no-1670-united3.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. 8    \n\n                            to\n\n                   Purchase Agreement No. 1670\n\n                          between\n\n                       THE BOEING COMPANY\n\n                            and\n\n                     UNITED AIR LINES, INC.\n\n            Relating to Boeing Model 747-422 Aircraft\n\n\nTHIS SUPPLEMENTAL AGREEMENT, entered into as of the 30th day of\nMay 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 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\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n       \n\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 and is\npart of this Supplemental Agreement.\n\n             Agreement No.        Subject\n             \n             6-1162-DLJ-891R3     Certain Contractual Matters\n\n2.  Article 2, entitled Delivery of Aircraft; Title and Risk\nof Loss, paragraph 2.1 is hereby deleted in its entirety and\nreplaced with a new paragraph 2.1 which reflects [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT] Such revised paragraph is attached hereto as\nAttachment 1 and incorporated into the Purchase Agreement by this\nreference.  Boeing and Buyer acknowledge the [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT] Aircraft are offered to Buyer Subject to Available\nPosition (STAP).  By no later than [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\nBoeing will notify Buyer whether such positions are still\navailable.  In the event these delivery positions are not\navailable then these delivery positions will be rescheduled\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] or earlier STAP and the Purchase\nAgreement shall be appropriately revised to reflect such\nrescheduled delivery positions.\n\n\n3.  Article 5, entitled Payment, paragraph 5.1, entitled\nAdvance Payment Base Price, is hereby deleted and replaced with a\nnew paragraph 5.1, which includes the Advance Payment Base Prices\nfor the [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] Such revised paragraph is attached hereto\nas Attachment 2 and incorporated into the Purchase Agreement by\nthis reference.\n\n    \nP.A. No. 1670                SA 8-2\nK\/UAL\n\n\n\n4.  The following 'Months to be Utilized in Determining the Value\nof H &amp; W' are hereby added to the table on page 3 of Exhibit D,\nentitled Price Adjustment due to Economic Fluctuations.\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 OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\n5.  Buyer hereby [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT]  of the Aircraft\nscheduled for delivery in [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n6.  Buyer agrees that the invoice for the [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT] Aircraft in this Supplemental Agreement will contain a\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]  pursuant to paragraph No. 13 of Letter\nAgreement No. 6-1162-TML-1205.\n\n7.  Boeing agrees to [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\nTO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to paragraph 7\nof Letter Agreement No. 6-1162-TML-1205 in [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT]\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\nP.A. No. 1670                SA 8-3\nK\/UAL\n\n\nParagraph 4 of Letter Agreement 6-1162-TML-89lR3 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] which is given below.  The\ncalculations are based on a June 3, 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\n10.  This Supplemental Agreement is subject to the\nconfidentiality provisions of Letter Agreement 6-1162-DLJ-886.\n\n11.  The Purchase Agreement shall be deemed amended to the extent\nherein provided and as amended shall continue in full force and\neffect.\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. Monica Fix                       By:  \/s\/ Douglas A. Hacker\n     -----------------                            ---------------------\nIts: Attorney-in-Fact                        Its: Senior Vice President and\n                                                  Chief Financial Officer\n\nP.A. No. 1670                SA 8-4\nK\/UAL\n\n\n\nAttachment 1 to\nSupplemental Agreement No. 8\n\n\n\nARTICLE 2.      Delivery of Aircraft; Title and Risk of Loss.\n\n\n       2.1      Time of Delivery.  Each Aircraft shall be\ndelivered to Buyer assembled and ready for flight, and Buyer\nshall accept delivery of such Aircraft, during or, if mutually\nagreed, before the months set forth in the following schedule:\n\n                                   Quantity\n             Month and Year of        of              Status\n                Delivery           Aircraft       (as of S.A. No. 8)\n\n            August 1992            One(1)            Delivered\n            October 1992           One(1)            Delivered\n            December 1992          One(1)            Delivered\n\n            April 1993             Two(2)            Delivered\n            June 1993              One(1)            Delivered\n            August 1993            One(1)            Delivered\n\n            June 1994*             One(1)            S.A. #5 Delivered\n            July 1994*             One(1)            S.A. #5 Delivered\n\n            May 1996*              One(1)            Firm S.A. #6\n            June 1996*             One(1)            Firm S.A. #6\n            June 1996              One(1)           [*CONFIDENTIAL MATERIAL \n                                                    OMITTED AND FILED\n                                                    SEPARATELY WITH THE \n                                                    SECURITIES AND EXCHANGE\n                                                    COMMISSION PURSUANT TO A \n                                                    REQUEST FOR CONFIDENTIAL \n                                                    TREATMENT]\n\n[*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. 1670                  1-1\nK\/UAL\n\nAttachment 1 to\nSupplemental Agreement No. 8\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\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\nP.A. No. 1670                  1-2\nK\/UAL\n\n\nAttachment 2 to\nSupplemental Agreement No. 8\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 OMITTED\n                        December 1992            AND FILED SEPARATELY\n                                                 WITH THE SECURITIES\n                        April 1993               AND EXCHANGE COMMISSION\n                        August 1993              PURSUANT TO A REQUEST\n                        November 1993            FOR CONFIDENTIAL\n                                                 TREATMENT]\n\n                        June 1994 *\n                        July 1994 *\n\n                        May 1996 *\n                        June 1996 *\n                        June 1996\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\nP.A. No. 1670                  2-1\nK\/UAL\n\nAttachment 2 to\nSupplemental Agreement No. 8\n\n\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\/UAL\n\nSupplemental Agreement No. 8\n                                        \n[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n \nP.A. No. 1670                  2-1\nK\/UAL\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-42869","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\/42869","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=42869"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42869"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42869"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42869"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}