{"id":42872,"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-united9.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-agreement-to-purchase-agreement-no-1670-united9","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/supplemental-agreement-to-purchase-agreement-no-1670-united9.html","title":{"rendered":"Supplemental Agreement to Purchase Agreement No. 1670 &#8211; United Air Lines Inc. and The Boeing Co."},"content":{"rendered":"<pre>\n                   Supplemental Agreement No. 6\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 13th\nday of April 1995, by and between THE BOEING COMPANY, a Delaware\ncorporation (hereinafter called Boeing), and UNITED AIR LINES,\nINC., a Delaware corporation, and UNITED WORLDWIDE CORPORATION\n(collectively hereinafter called Buyer);\n\n                       W I T N E S S E T H:\n\n       WHEREAS, the parties entered into that certain Purchase\nAgreement No. 1670, dated as of December 18, 1990, relating to the\npurchase and sale of Boeing Model 747-422 aircraft (hereinafter\nreferred to as ' The Aircraft', or the 'Firm Aircraft',\n'[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] Aircraft' or the 'Option Aircraft', as\nsuch capitalized terms, and any other capitalized terms used\nherein, unless otherwise specifically defined herein, are defined\nin the 'Purchase Agreement' (as such term is defined below)), which\nagreement, as amended and supplemented, together with all exhibits,\nspecifications and letter agreements related or attached thereto,\nis hereinafter called the 'Purchase Agreement' and;\n\n       WHEREAS, Buyer wishes to [*CONFIDENTIAL MATERIAL OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\nPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and accelerate\nthe delivery of two (2) [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\nA REQUEST FOR CONFIDENTIAL TREATMENT] 747 Aircraft;\n\n       NOW THEREFORE, in consideration of the mutual covenants\nherein contained, the parties hereto agree to amend the Purchase\nAgreement as follows:\n\n\n1.     The following Letter Agreement is executed contemporaneously\nwith this Supplemental Agreement and is attached hereto and is part\nof this Supplemental Agreement.\n\n       Agreement No.        Subject\n       6-1162-DLJ-891R2     [*CONFIDENTIAL MATERIAL OMITTED AND FILED \nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A \nREQUEST FOR CONFIDENTIAL TREATMENT]\n\n2.     The parties hereby agree to Buyer's [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of two\n(2) [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT] 747 Aircraft which are currently scheduled\nfor delivery in February 1997 and May 1997, respectively; and the\nparties hereby concurrently agree to the acceleration of the\nscheduled delivery months of these two (2) [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 747\nAircraft to May 1996 and June 1996, respectively.  Article 2,\nentitled Delivery of Aircraft; Title and Risk of Loss, paragraph\n2.1 is hereby deleted in its entirety and replaced with a new\nparagraph 2.1 which reflects February and May 1997 Aircraft\naccelerating to May and June 1996.  Such revised paragraph is\nattached hereto as Attachment 1 and incorporated into the Purchase\nAgreement by this reference.\n\n3.     Article 5, entitled Payment, paragraph 5.1, entitled Advance\nPayment Base Price, is hereby deleted and replaced with a new\nparagraph 5.1, which reflects the revised Advance Payment Base\nPrice for the May and June 1996 Aircraft. Such revised paragraph is\nattached hereto as Attachment 2 and incorporated into the Purchase\nAgreement by this reference.\n\n4.     Letter Agreement 1670-5 entitled Option Aircraft is revised\nby deleting in its entirety paragraph 5 entitled Option Exercise\nand substituting a new paragraph 5 to [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  .\nSuch new paragraph is attached hereto as Attachment 3 and\nincorporated into the Purchase Agreement by this reference.\n\n5.     Letter Agreement 6-1162-DLJ-891R1 entitled [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT] is hereby deleted in its entirety and replaced with a\nnew Letter Agreement 6-1162-DLJ-891R2.  Such new letter agreement\nreflects changes to 1) paragraph 11 entitled [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT].  All other paragraphs carry forward into the new Letter\nAgreement unchanged.  Letter Agreement 6-1162-DLJ-891R2 is attached\nhereto and incorporated into the Purchase Agreement by this\nreference.\n\n\n6.     The following 'Months to be Utilized in Determining the\nValue of H &amp; W' are hereby added to the table on page 3 of Exhibit\nD, entitled 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[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n7.     This paragraph is intentionally deleted and not used.\n\n\n8.     Buyer agrees that the invoice for each of the 747 Aircraft\nin this Supplemental Agreement will contain a One Hundred and Eight\nThousand Dollars ($108,000) charge pursuant to paragraph No. 13 of\nLetter Agreement No. 6-1162-TML-1205.\n\n\n9.     Boeing agrees to [*CONFIDENTIAL MATERIAL OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO\nA REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to paragraph 7 of\nLetter Agreement No. 6-1162-TML-1205 in the [*CONFIDENTIAL MATERIAL\nOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] at the\ntime Buyer takes delivery of the two (2) rescheduled Converted 747\nAircraft that are the subject of this Agreement.\n\n\n\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\n\n\n\n\n\n\n\n[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR\nCONFIDENTIAL TREATMENT]\n\n\n\n12.    This Supplemental Agreement is subject to the\nconfidentiality provisions of Letter Agreement 6-1162-DLJ-886.\n\n\n13.    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\nBy:\/s\/ M. Monica Fix               By: \/s\/ Douglas A. Hacker\nIts: Attorney in Fact              Its: Senior Vice President - Finance\n\n\n                                  UNITED WORLDWIDE CORPORATION\n\n                                   By: \/s\/ Douglas A. Hacker\n                                   Its: Senior Vice President - Finance\n\n\n\nAttachment 1 to \nSupplemental Agreement No. 6\n\n\nARTICLE 2.    Delivery of Aircraft; Title and Risk of Loss.\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\nmutually agreed, before the months set forth in the\nfollowing schedule:\n\n       Month and Year\n       of Delivery          Quantity of Aircraft\n\n       August 1992                One (1)\n       October 1992               One (1)\n       December 1992              One (1)\n\n       April 1993                 Two (2)\n       June 1993                  One (1)\n       August 1993                One (1)\n\n       June 1994*                 One (1)\n       July 1994*                 One (1)\n\n       May 1996*                  One (1)\n       June 1996*                 One (1)\n       June 1996                  One (1)\n       August 1996                One (1)\n\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n       [*CONF.TREAT.REQ.]         One (1)\n\n       [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\n       WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\n       TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\nIf Boeing gives Buyer at least ten (10) days' advance notice\nof the delivery date for an Aircraft, and delivery is\ndelayed beyond such date due to Buyer's fault or\nresponsibility, Buyer shall promptly reimburse Boeing for\nall costs and expenses incurred by Boeing as a result of\nsuch delay, including but not limited to reasonable amounts\nfor storage, insurance, taxes, preservation or protection of\nthe Aircraft, and interest on payments due.\n\nAttachment 2 to\nSupplemental Agreement No. 6\n\n\nARTICLE 5.    Payment.\n\n       5.1    Advance Payment Base Price.  The advance\npayment base price of each Aircraft, depending on the month\nand year 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                  [*CONF.TREAT.REQ.]\n       October 1992                 [*CONF.TREAT.REQ.]\n       December 1992                [*CONF.TREAT.REQ.]\n\n       April 1993                   [*CONF.TREAT.REQ.]\n       August 1993                  [*CONF.TREAT.REQ.]\n       November 1993                [*CONF.TREAT.REQ.]\n\n       June 1994 *                  [*CONF.TREAT.REQ.]\n       July 1994 *                  [*CONF.TREAT.REQ.]\n\n       May 1996 *                   [*CONF.TREAT.REQ.]\n       June 1996 *                  [*CONF.TREAT.REQ.]\n       June 1996                    [*CONF.TREAT.REQ.]\n       August 1996                  [*CONF.TREAT.REQ.]\n\n\n\n\n\n\n\n       [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\n       WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\n       TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\n\n\n\n\n\n       [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY\n       WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\n       TO A REQUEST FOR CONFIDENTIAL TREATMENT]\n\n\nSuch advance payment base prices will be used to determine\nthe amount of the first advance payment to be made by Buyer\non each Aircraft pursuant to the provisions of Article 5.2.\nThe advance payment base prices of each Aircraft has been\nestablished using currently available forecasts of the\nescalation factors used by Boeing and applicable to the\nscheduled month and year of Aircraft delivery.  The advance\npayment base prices will be further increased or decreased\nby Boeing not later than twenty-five (25) months prior to\nthe scheduled month of delivery, as required to reflect the\neffects of the then-current forecasted escalation factors\nused by Boeing in accordance with Exhibit D.  The advance\npayment base price of each Aircraft, including any\nadjustments made thereto, as contemplated herein, is\nreferred to as the 'Advance Payment Base Price.'\n\nAttachment 3 to\nSupplemental Agreement No. 6\n\n\nLetter Agreement No. 1670-5\n\nParagraph 5   Option Exercise\n\n       5.1    In the event Buyer elects to purchase an Option\nAircraft under the provisions contained herein Buyer shall\nexercise its option by giving written or telegraphic notice to\nBoeing of such election and specifying the month and year of\ndelivery of such Option Aircraft on or before [*CONFIDENTIAL\nMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\nEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL\nTREATMENT]prior to the first day of the scheduled delivery\nmonth of such Option Aircraft.\n\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-42872","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\/42872","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=42872"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42872"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42872"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42872"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}