{"id":42871,"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-united7.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-agreement-to-purchase-agreement-no-1670-united7","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/supplemental-agreement-to-purchase-agreement-no-1670-united7.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. 9     \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     THIS SUPPLEMENTAL AGREEMENT, entered into as of the 12 day\nof July 1996, by and between THE BOEING COMPANY, a Delaware\ncorporation (hereinafter called Boeing), and UNITED AIR LINES,\nINC., a Delaware corporation (hereinafter called Buyer);\n\n\n                      W I T N E S S E T H:\n\n\n     WHEREAS, the parties 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     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     6-1162-DLJ-891R4        Certain Contractual Matters\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, [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL 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\n\nP.A. No. 1670             SA 9-2\n\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, entitled Price Adjustment due to Economic\nFluctuations.\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n5.  Buyer agrees that the invoices for the [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT] pursuant to paragraph No. 13 of Letter Agreement No. \n6-1162-TML-1205.\n             \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 9-3\n\n    \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             SA 9-4\n\n\n8.  This Supplemental Agreement is subject to the\nconfidentiality provisions of Letter Agreement 6-1162-DLJ-886.\n\n9.  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\nBy: \/s\/ M. O. Hunt              By: \/s\/ Douglas A. Hacker\n    --------------                  ---------------------\n\nIts:  Attorney in Fact          Its:  Senior Vice President\n      ----------------                ---------------------\n                                      Chief Financial Officer\n                                      -----------------------\n\nP.A. No. 1670             SA 9-5\n\nAttachment 1 to\nSupplemental Agreement No. 9\n\nARTICLE 2.     Delivery of Aircraft; Title and Risk of Loss.\n               ---------------------------------------------\n\n     2.1  Time of Delivery.  Each Aircraft shall be delivered to\nBuyer assembled and ready for flight, and Buyer shall accept\ndelivery of such Aircraft, during or, if mutually agreed, before\nthe months set forth in the following schedule:\n\n                                Quantity of\nMonth and Year of Delivery       Aircraft           Status\n                                               {as of S.A. No. 9}\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\n\n\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               1-1\n\nAttachment 1 to\nSupplemental Agreement No. 9 \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\n\nAttachment 2 to\nSupplemental Agreement No. 9\n\n\nARTICLE 5.     Payment.\n\n     5.1  Advance Payment Base Price.  The advance payment base\nprice of each Aircraft, depending on the month and year of\nscheduled delivery, is indicated below:\n\nMonth and Year of       Advance Payment Base\nScheduled Delivery      Price per Aircraft\n- ------------------      ------------------\n\nAugust 1992             [*CONFIDENTIAL MATERIAL OMITTED\nOctober 1992            AND FILED SEPARATELY WITH\nDecember 1992           THE SECURITIES AND EXCHANGE\n                        COMMISSION PURSUANT TO A REQUEST\nApril 1993              FOR CONFIDENTIAL TREATMENT]\nAugust 1993\nNovember 1993\n\nJune 1994\nJuly 1994\n\nMay 1996\nJune 1996\nJune 1996\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\nP.A. No. 1670               2-1\n\nAttachment 2 to\nSupplemental Agreement No. 9\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\nSuch advance payment base prices will be used to determine the\namount of the first advance payment to be made by Buyer on each\nAircraft pursuant to the provisions of Article 5.2. The advance\npayment base 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\n\nSupplemental Agreement No. 9\n\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\n\nSupplemental Agreement No. 9\n\n\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               2-2\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-42871","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\/42871","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=42871"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42871"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42871"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42871"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}