UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1996, Commission File Number 1-6033
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UAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 36-2675207
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 East Algonquin Road, Elk Grove Township, Illinois 60007
Mailing Address: P. O. Box 66919, Chicago, Illinois 60666
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 700-4000
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Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Outstanding at
Class September 30, 1996
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Common Stock ($0.01 par value) 58,560,923
Part II
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Other Information
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Item 6. Exhibits and Reports on Form 8-K.
- ------ --------------------------------
(a) * Exhibit 10.1 - Fourth Amendment to UAL Corporation
Employee Stock Ownership Plan dated as of July 16,
1996.
* Exhibit 10.2 - Fourth Amendment to UAL Corporation
Supplemental ESOP dated as of July 16, 1996.
* Exhibit 10.3 - Agreement, dated as of July 16, 1996,
pursuant to Section 1.6(q) of the Amended and Restated
Agreement and Plan of Recapitalization among UAL
Corporation ("UAL"), the Air Line Pilots Association,
International and the International Association of
Machinists and Aerospace Workers.
Exhibit 10.4 - Supplemental Agreement No. 8 dated as of
May 30, 1996 to the Agreement dated December 18, 1990
between The Boeing Company ("Boeing") and United Air
Lines, Inc. ("United") (and United Worldwide
Corporation) for acquisition of Boeing 747-400 aircraft
(as previously amended and supplemented, the "747-400
Purchase Agreement" (filed as Exhibit 10.8 to UAL's
Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference; supplements thereto
filed as (i) Exhibits 10.4 and 10.5 to UAL's Form 10-K
for the year ended December 31, 1991, (ii) Exhibits
10.3, 10.4, 10.5, 10.6 and 10.22 to UAL's Form 10-Q for
the quarter ended June 30, 1993, (iii) Exhibit 10.3 to
UAL's Form 10-K for the year ended December 31, 1993,
(iv) Exhibit 10.14 to UAL's Form 10-Q for the quarter
ended June 30, 1994, (v) Exhibits 10.29 and 10.30 to
UAL's Form 10-K for the year ended December 31, 1994,
(vi) Exhibits 10.4 through 10.8 to UAL's Form 10-Q for
the quarter ended March 31, 1995, (vii) Exhibits 10.7
and 10.8 to UAL's Form 10-Q for the quarter ended June
30, 1995, and (viii) Exhibit 10.41 to UAL's Form 10-K
for the year ended December 31, 1995, and incorporated
herein by reference)). (Exhibit 10.4 hereto is filed
with a request for confidential treatment of certain
portions thereof.)
* Exhibit 10.5 - Supplemental Agreement No. 9 dated as of
July 12, 1996 to the 747-400 Purchase Agreement.
(Exhibit 10.5 hereto is filed with a request for
confidential treatment of certain portions thereof.)
Exhibit 10.6 - Letter Agreement No. 1670-06 dated July
12, 1996 to the 747-400 Purchase Agreement. (Exhibit
10.6 hereto is filed with a request for confidential
treatment of certain portions thereof.)
Exhibit 10.7 - Letter Agreement No. 6-1162-DLJ-891R3
dated May 30, 1996 to the 747-400 Purchase Agreement.
(Exhibit 10.7 hereto is filed with a request for
confidential treatment of certain portions thereof.)
Exhibit 10.8 - Letter Agreement No. 6-1162-DLJ-891R4
dated July 12, 1996 to the 747-400 Purchase Agreement.
(Exhibit 10.8 hereto is filed with a request for
confidential treatment of certain portions thereof.)
Exhibit 10.9 - Supplemental Agreement No. 4 dated as of
May 30, 1996 to the Agreement dated December 18, 1990
between Boeing and United (and United Worldwide
Corporation) for acquisition of Boeing 777-200 aircraft
(as previously amended and supplemented, the "777-200
Purchase Agreement" (filed as Exhibit 10.7 to UAL's
Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference; supplements thereto
filed as (i) Exhibits 10.1, 10.2 and 10.22 to UAL's
Form 10-Q for the quarter ended June 30, 1993, (ii)
Exhibit 10.2 to UAL's Form 10-K for the year ended
December 31, 1993, (iii) Exhibit 10.14 to UAL's Form 10-
Q for the quarter ended June 30, 1994, (iv) Exhibits
10.27 and 10.28 to UAL's Form 10-K for the year ended
December 31, 1994, (v) Exhibits 10.2 and 10.3 to UAL's
Form 10-Q for the quarter ended March 31, 1995, (vi)
Exhibits 10.4, 10.5 and 10.6 to UAL's Form 10-Q for the
quarter ended June 30, 1995, and (vii) Exhibits 10.37
through 10.40 to UAL's Form 10-K for the year ended
December 31, 1995, and incorporated herein by
reference)). (Exhibit 10.9 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
Exhibit 10.10 - Supplemental Agreement No. 5 dated July
12, 1996 to the 777-200 Purchase Agreement. (Exhibit
10.10 hereto is filed with a request for confidential
treatment of certain portions thereof.)
Exhibit 10.11 - Letter Agreement No. 6-1162-MDH-077
dated May 6, 1996 to the 777-200 Purchase Agreement.
(Exhibit 10.11 hereto is filed with a request for
confidential treatment of certain portions thereof.)
Exhibit 10.12 - Letter Agreement No. 6-1162-MDH-131
dated July 12, 1996 to the 777-200 Purchase Agreement.
(Exhibit 10.12 hereto is filed with a request for
confidential treatment of certain portions thereof.)
Exhibit 10.13 - Supplemental Agreement No. 6 dated as
of May 30, 1996 to the Agreement dated October 25, 1988
between Boeing and United for acquisition of 757-200
aircraft (as previously amended and supplemented, the
"757-200 Purchase Agreement" (filed as Exhibit 10(K) to
UAL's Form 10-K for the year ended December 31, 1989,
and incorporated herein by reference; supplements
thereto filed as (i) Exhibits 10.14, 10.15, 10.16,
10.17, 10.18, 10.19 and 10.22 to UAL's Form 10-Q for
the quarter ended June 30, 1993, (ii) Exhibit 10.14 to
UAL's Form 10-Q for the quarter ended June 30, 1994,
and (iii) Exhibit 10.9 to UAL's Form 10-Q for the
quarter ended March 31, 1995, and incorporated herein
by reference)). (Exhibit 10.13 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
Exhibit 10.14 - Supplemental Agreement No. 7 dated July
12, 1996 to the 757-200 Purchase Agreement. (Exhibit
10.14 hereto is filed with a request for confidential
treatment of certain portions thereof.)
Exhibit 10.15 - Letter Agreement No. 1485-09 dated July
12, 1996 to the 757-200 Purchase Agreement. (Exhibit
10.15 hereto is filed with a request for confidential
treatment of certain portions thereof.)
* Exhibit 10.16 - Change Order No. 10 dated February 1,
1996 to the 757-200 Purchase Agreement. (Exhibit 10.16
hereto is filed with a request for confidential
treatment of certain portions thereof.)
Exhibit 10.17 - Letter Agreement No. 6-1162-MDH-150
dated July 12, 1996 to (a) the 747-400 Purchase
Agreement, (b) the 777-200 Purchase Agreement, (c) the
757-200 Purchase Agreement, (d) the Agreement dated as
of March 1, 1990 between Boeing and United for
acquisition of 767-300ER aircraft (as previously
amended and supplemented, the "767-300ER Purchase
Agreement" (filed as Exhibit 10(L) to UAL's Form 10-K
for the year ended December 31, 1989, and incorporated
herein by reference; supplements thereto filed as (i)
Exhibits 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13
and 10.22 to UAL's Form 10-Q for the quarter ended June
30, 1993, and (ii) Exhibit 10.14 to UAL's Form 10-Q for
the quarter ended June 30, 1994, and (iii) Exhibits
10.10 and 10.11 to UAL's Form 10-Q for the quarter
ended March 31, 1995, and incorporated herein by
reference)), and (e) an amended and restated agreement
dated as of March 19, 1992 between Boeing and United
for the acquisition of 737 aircraft, the "737 Purchase
Agreement" (filed as Exhibit 10.15 to UAL's Form 10-K
for the year ended December 31, 1992, and incorporated
herein by reference; supplements thereto filed as (i)
Exhibits 10.20, 10.21 and 10.22 to UAL's Form 10-Q for
the quarter ended June 30, 1993, (ii) Exhibit 10.14 to
UAL's Form 10-Q for the quarter ended June 30, 1994,
and (iii) Exhibit 10.34 to UAL's Form 10-K for the year
ended December 31, 1994, and incorporated herein by
reference)). (Exhibit 10.17 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
* Exhibit 10.18 - Letter Agreement No. 6-1162-RCN-870R3
dated May 24, 1996 to the 737 Purchase Agreement, 747-
400 Purchase Agreement, 757-200 Purchase Agreement, 767-
300ER Purchase Agreement and 777-200 Purchase
Agreement. (Exhibit 10.18 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
* Exhibit 10.19 - Letter Agreement No. 6-1162-RCN-870R4
dated July 12, 1996 to the 737 Purchase Agreement, 747-
400 Purchase Agreement, 757-200 Purchase Agreement, 767-
300ER Purchase Agreement and 777-200 Purchase
Agreement. (Exhibit 10.19 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
* Exhibit 11 - Calculation of fully diluted net earnings
per share.
* Exhibit 12.1 - Computation of Ratio of Earnings to
Fixed Charges.
* Exhibit 12.2 - Computation of Ratio of Earnings to
Fixed Charges and Preferred Stock Dividend
Requirements.
* Exhibit 27 - Financial Data Schedule.
________________________
* Previously Filed.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned thereunto duly
authorized.
UAL CORPORATION
By: /s/ Douglas A. Hacker
---------------------
Douglas A. Hacker
Senior Vice President
and Chief Financial Officer
(principal financial and
accounting officer)
Dated: October 23, 1996
Exhibit Index
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Exhibit No. Description
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* 10.1 Fourth Amendment to UAL Corporation Employee Stock
Ownership Plan dated as of July 16, 1996.
* 10.2 Fourth Amendment to UAL Corporation Supplemental
ESOP dated as of July 16, 1996.
* 10.3 Agreement, dated as of July 16, 1996, pursuant to
Section 1.6(q) of the Amended and Restated Agreement
and Plan of Recapitalization among UAL Corporation, the
Air Line Pilots Association, International and the
International Association of Machinists and Aerospace
Workers.
10.4 Supplemental Agreement No. 8 dated as of May 30, 1996 to
the Agreement dated December 18, 1990 between The Boeing
Company ("Boeing") and United Air Lines, Inc. ("United")
(and United Worldwide Corporation) for acquisition of Boeing
747-400 aircraft (as previously amended and supplemented,
the "747-400 Purchase Agreement" (filed as Exhibit 10.8 to
UAL's Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference; supplements thereto filed
as (i) Exhibits 10.4 and 10.5 to UAL's Form 10-K for the year
ended December 31, 1991, (ii) Exhibits 10.3, 10.4, 10.5, 10.6
and 10.22 to UAL's Form 10-Q for the quarter ended June 30,
1993, (iii) Exhibit 10.3 to UAL's Form 10-K for the year ended
December 31, 1993, (iv) Exhibit 10.14 to UAL's Form 10-Q for
the quarter ended June 30, 1994, (v) Exhibits 10.29 and 10.30
to UAL's Form 10-K for the year ended December 31, 1994, (vi)
Exhibits 10.4 through 10.8 to UAL's Form 10-Q for the quarter
ended March 31, 1995, (vii) Exhibits 10.7 and 10.8 to UAL's
Form 10-Q for the quarter ended June 30, 1995, and (viii)
Exhibit 10.41 to UAL's Form 10-K for the year ended December
31, 1995, and incorporated herein by reference)). (Exhibit
10.4 hereto is filed with a request for confidential treatment
of certain portions thereof.)
* 10.5 Supplemental Agreement No. 9 dated as of July 12, 1996 to the
747-400 Purchase Agreement. (Exhibit 10.5 hereto is filed with
a request for confidential treatment of certain portions
thereof.)
10.6 Letter Agreement No. 1670-06 dated July 12, 1996 to the
747-400 Purchase Agreement. (Exhibit 10.6 hereto is
filed with a request for confidential treatment of certain
portions thereof.)
10.7 Letter Agreement No. 6-1162-DLJ-891R3 dated May 30, 1996
to the 747-400 Purchase Agreement. (Exhibit 10.7 hereto
is filed with a request for confidential treatment of
certain portions thereof.)
10.8 Letter Agreement No. 6-1162-DLJ-891R4 dated July 12, 1996
to the 747-400 Purchase Agreement. (Exhibit 10.8 hereto
is filed with a request for confidential treatment of
certain portions thereof.)
10.9 Supplemental Agreement No. 4 dated as of May 30,
1996 to the Agreement dated December 18, 1990 between
Boeing and United (and United Worldwide Corporation)
for acquisition of Boeing 777-200 aircraft (as
previously amended and supplemented, the "777-200
Purchase Agreement" (filed as Exhibit 10.7 to UAL's
Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference; supplements thereto
filed as (i) Exhibits 10.1, 10.2 and 10.22 to UAL's
Form 10-Q for the quarter ended June 30, 1993, (ii)
Exhibit 10.2 to UAL's Form 10-K for the year ended
December 31, 1993, (iii) Exhibit 10.14 to UAL's Form 10-
Q for the quarter ended June 30, 1994, (iv) Exhibits
10.27 and 10.28 to UAL's Form 10-K for the year ended
December 31, 1994, (v) Exhibits 10.2 and 10.3 to UAL's
Form 10-Q for the quarter ended March 31, 1995, (vi)
Exhibits 10.4, 10.5 and 10.6 to UAL's Form 10-Q for the
quarter ended June 30, 1995, and (vii) Exhibits 10.37
through 10.40 to UAL's Form 10-K for the year ended
December 31, 1995, and incorporated herein by
reference)). (Exhibit 10.9 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
10.10 Supplemental Agreement No. 5 dated July 12,
1996 to the 777-200 Purchase Agreement. (Exhibit 10.10
hereto is filed with a request for confidential
treatment of certain portions thereof.)
10.11 Letter Agreement No. 6-1162-MDH-077 dated May
6, 1996 to the 777-200 Purchase Agreement. (Exhibit
10.11 hereto is filed with a request for confidential
treatment of certain portions thereof.)
10.12 Letter Agreement No. 6-1162-MDH-131 dated
July 12, 1996 to the 777-200 Purchase Agreement.
(Exhibit 10.12 hereto is filed with a request for
confidential treatment of certain portions thereof.)
10.13 Supplemental Agreement No. 6 dated as of May
30, 1996 to the Agreement dated October 25, 1988
between Boeing and United for acquisition of 757-200
aircraft (as previously amended and supplemented, the
"757-200 Purchase Agreement" (filed as Exhibit 10(K) to
UAL's Form 10-K for the year ended December 31, 1989,
and incorporated herein by reference; supplements
thereto filed as (i) Exhibits 10.14, 10.15, 10.16,
10.17, 10.18, 10.19 and 10.22 to UAL's Form 10-Q for
the quarter ended June 30, 1993, (ii) Exhibit 10.14 to
UAL's Form 10-Q for the quarter ended June 30, 1994,
and (iii) Exhibit 10.9 to UAL's Form 10-Q for the
quarter ended March 31, 1995, and incorporated herein
by reference)). (Exhibit 10.13 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
10.14 Supplemental Agreement No. 7 dated July 12,
1996 to the 757-200 Purchase Agreement. (Exhibit 10.14
hereto is filed with a request for confidential
treatment of certain portions thereof.)
10.15 Letter Agreement No. 1485-09 dated July 12,
1996 to the 757-200 Purchase Agreement. (Exhibit 10.15
hereto is filed with a request for confidential
treatment of certain portions thereof.)
* 10.16 Change Order No. 10 dated February 1, 1996 to
the 757-200 Purchase Agreement. (Exhibit 10.16 hereto
is filed with a request for confidential treatment of
certain portions thereof.)
10.17 Letter Agreement No. 6-1162-MDH-150 dated
July 12, 1996 to (a) the 747-400 Purchase Agreement,
(b) the 777-200 Purchase Agreement, (c) the 757-200
Purchase Agreement, (d) the Agreement dated as of March
1, 1990 between Boeing and United for acquisition of
767-300ER aircraft (as previously amended and
supplemented, the "767-300ER Purchase Agreement" (filed
as Exhibit 10(L) to UAL's Form 10-K for the year ended
December 31, 1989, and incorporated herein by
reference; supplements thereto filed as (i) Exhibits
10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13 and 10.22
to UAL's Form 10-Q for the quarter ended June 30, 1993,
and (ii) Exhibit 10.14 to UAL's Form 10-Q for the
quarter ended June 30, 1994, and (iii) Exhibits 10.10
and 10.11 to UAL's Form 10-Q for the quarter ended
March 31, 1995, and incorporated herein by reference)),
and (e) an amended and restated agreement dated as of
March 19, 1992 between Boeing and United for the
acquisition of 737 aircraft, the "737 Purchase
Agreement" (filed as Exhibit 10.15 to UAL's Form 10-K
for the year ended December 31, 1992, and incorporated
herein by reference; supplements thereto filed as (i)
Exhibits 10.20, 10.21 and 10.22 to UAL's Form 10-Q for
the quarter ended June 30, 1993, (ii) Exhibit 10.14 to
UAL's Form 10-Q for the quarter ended June 30, 1994,
and (iii) Exhibit 10.34 to UAL's Form 10-K for the year
ended December 31, 1994, and incorporated herein by
reference)). (Exhibit 10.17 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
* 10.18 Letter Agreement No. 6-1162-RCN-870R3 dated
May 24, 1996 to the 737 Purchase Agreement, 747-400
Purchase Agreement, 757-200 Purchase Agreement, 767-
300ER Purchase Agreement and 777-200 Purchase
Agreement. (Exhibit 10.18 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
* 10.19 Letter Agreement No. 6-1162-RCN-870R4 dated
July 12, 1996 to the 737 Purchase Agreement, 747-400
Purchase Agreement, 757-200 Purchase Agreement, 767-
300ER Purchase Agreement and 777-200 Purchase
Agreement. (Exhibit 10.19 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
* 11 Calculation of fully diluted net earnings per share.
* 12.1 Computation of Ratio of Earnings to Fixed Charges.
* 12.2 Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements.
* 27 Financial Data Schedule.
__________________________
* Previously Filed.
Exhibit 10.4
Supplemental Agreement No. 8
to
Purchase Agreement No. 1670
between
THE BOEING COMPANY
and
UNITED AIR LINES, INC.
Relating to Boeing Model 747-422 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 30th day of
May 1996, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation (hereinafter called Buyer);
W I T N E S S E T H
-------------------
WHEREAS, the parties entered into that certain Purchase
Agreement No. 1670, dated as of December 18, 1990, relating to
the purchase and sale of Boeing Model 747-422 aircraft
(hereinafter referred to as "The Aircraft", or the "Firm
Aircraft", [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] or the "Option Aircraft", as such
capitalized terms, and any other capitalized terms used herein,
unless otherwise specifically defined herein, are defined in the
"Purchase Agreement" (as such term is defined below), which
agreement, as amended and supplemented, together with all
exhibits, specifications and letter agreements related or
attached thereto, is hereinafter called the "Purchase Agreement"
and;
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree to amend the Purchase
Agreement as follows:
1. The following Letter Agreement is executed contemporaneously
with this Supplemental Agreement and is attached hereto and is
part of this Supplemental Agreement.
Agreement No. Subject
6-1162-DLJ-891R3 Certain Contractual Matters
2. Article 2, entitled Delivery of Aircraft; Title and Risk
of Loss, paragraph 2.1 is hereby deleted in its entirety and
replaced with a new paragraph 2.1 which reflects [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Such revised paragraph is attached hereto as
Attachment 1 and incorporated into the Purchase Agreement by this
reference. Boeing and Buyer acknowledge the [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Aircraft are offered to Buyer Subject to Available
Position (STAP). By no later than [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Boeing will notify Buyer whether such positions are still
available. In the event these delivery positions are not
available then these delivery positions will be rescheduled
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] or earlier STAP and the Purchase
Agreement shall be appropriately revised to reflect such
rescheduled delivery positions.
3. Article 5, entitled Payment, paragraph 5.1, entitled
Advance Payment Base Price, is hereby deleted and replaced with a
new paragraph 5.1, which includes the Advance Payment Base Prices
for the [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Such revised paragraph is attached hereto
as Attachment 2 and incorporated into the Purchase Agreement by
this reference.
P.A. No. 1670 SA 8-2
K/UAL
4. The following "Months to be Utilized in Determining the Value
of H & W" are hereby added to the table on page 3 of Exhibit D,
entitled Price Adjustment due to Economic Fluctuations.
Month of Scheduled
Aircraft Delivery as Set Months to be Utilized
Forth in Article 2.1 of Determining the Value
the Agreement of H & W
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[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
5. Buyer hereby [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the Aircraft
scheduled for delivery in [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6. Buyer agrees that the invoice for the [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Aircraft in this Supplemental Agreement will contain a
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] pursuant to paragraph No. 13 of Letter
Agreement No. 6-1162-TML-1205.
7. Boeing agrees to [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to paragraph 7
of Letter Agreement No. 6-1162-TML-1205 in [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 SA 8-3
K/UAL
Paragraph 4 of Letter Agreement 6-1162-TML-89lR3 provides that
the advance payments paid by Buyer will be based on the
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] which is given below. The
calculations are based on a June 3, 1996 settlement date.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
10. This Supplemental Agreement is subject to the
confidentiality provisions of Letter Agreement 6-1162-DLJ-886.
11. The Purchase Agreement shall be deemed amended to the extent
herein provided and as amended shall continue in full force and
effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY UNITED AIR LINES, INC.
By: /s/ M. Monica Fix By: /s/ Douglas A. Hacker
----------------- ---------------------
Its: Attorney-in-Fact Its: Senior Vice President and
Chief Financial Officer
P.A. No. 1670 SA 8-4
K/UAL
Attachment 1 to
Supplemental Agreement No. 8
ARTICLE 2. Delivery of Aircraft; Title and Risk of Loss.
2.1 Time of Delivery. Each Aircraft shall be
delivered to Buyer assembled and ready for flight, and Buyer
shall accept delivery of such Aircraft, during or, if mutually
agreed, before the months set forth in the following schedule:
Quantity
Month and Year of of Status
Delivery Aircraft (as of S.A. No. 8)
August 1992 One(1) Delivered
October 1992 One(1) Delivered
December 1992 One(1) Delivered
April 1993 Two(2) Delivered
June 1993 One(1) Delivered
August 1993 One(1) Delivered
June 1994* One(1) S.A. #5 Delivered
July 1994* One(1) S.A. #5 Delivered
May 1996* One(1) Firm S.A. #6
June 1996* One(1) Firm S.A. #6
June 1996 One(1) [*CONFIDENTIAL MATERIAL
OMITTED AND FILED
SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL
TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 1-1
K/UAL
Attachment 1 to
Supplemental Agreement No. 8
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
If Boeing gives Buyer at least ten (10) days, advance notice of
the delivery date for an Aircraft, and delivery is delayed beyond
such date due to Buyer's fault or responsibility, Buyer shall
promptly reimburse Boeing for all costs and expenses incurred by
Boeing as a result of such delay, including but not limited to
reasonable amounts for storage, insurance, taxes, preservation or
protection of the Aircraft, and interest on payments due.
P.A. No. 1670 1-2
K/UAL
Attachment 2 to
Supplemental Agreement No. 8
ARTICLE 5. Payment.
5.1 Advance Payment Base Price. The advance
payment base price of each Aircraft, depending on the month and
year of scheduled delivery, is indicated below:
Month and Year of Advance Payment Base
Scheduled Delivery Price per Aircraft
------------------ ------------------
August 1992 [*CONFIDENTIAL
October 1992 MATERIAL OMITTED
December 1992 AND FILED SEPARATELY
WITH THE SECURITIES
April 1993 AND EXCHANGE COMMISSION
August 1993 PURSUANT TO A REQUEST
November 1993 FOR CONFIDENTIAL
TREATMENT]
June 1994 *
July 1994 *
May 1996 *
June 1996 *
June 1996
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 2-1
K/UAL
Attachment 2 to
Supplemental Agreement No. 8
Such advance payment base prices will be used to determine the
amount of the first advance payment to be made by Buyer on each
Aircraft pursuant to the provisions of Article 5.2. The advance
payment base prices of each Aircraft has been established using
currently available forecasts of the escalation factors used by
Boeing and applicable to the scheduled month and year of Aircraft
delivery. The advance payment base prices will be further
increased or decreased by Boeing not later than twenty-five (25)
months prior to the scheduled month of delivery, as required to
reflect the effects of the then-current forecasted escalation
factors used by Boeing in accordance with Exhibit D. The advance
payment base price of each Aircraft, including any adjustments
made thereto, as contemplated herein, is referred to as the
"Advance Payment Base Price."
P.A. No. 1670 2-2
K/UAL
Supplemental Agreement No. 8
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1670 2-1
K/UAL
Exhibit 10.6
United Air Lines, Inc.
1670-06 Page 1
1670-06
July 12, 1996
United Air Lines Inc.
P.O. Box 66100
Chicago, Illinois 60666
Subject: Letter Agreement No. 1670-06 to
Purchase Agreement No. 1670-
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Reference is made to Purchase Agreement No. 1670 dated December
18, 1990 between The Boeing Company (Boeing) and United Air
Lines, Inc. (Buyer) (the Purchase Agreement) relating to the sale
by Boeing and the purchase by Buyer of thirty-nine (39) Model 747-
422 aircraft (the Aircraft).
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] as more fully described in paragraph 2
below, for any of Buyer's Aircraft which are scheduled to deliver
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] For the purpose of this Letter Agreement
such Aircraft are referred to as "Eligible Aircraft."
All escalation calculations under this Letter Agreement,
including rounding, will be made in accordance with Exhibit D to
the Purchase Agreement entitled "Price Adjustment Due to Economic
Fluctuations - Airframe Price Adjustment" (hereinafter referred
to as "Exhibit D"), using actual escalation indices published for
the applicable period.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
United Air Lines, Inc.
1670-06 Page 2
Calculation - Eligible Aircraft Delivering in 1997.
--------------------------------------------------
At the time of delivery of each Eligible Aircraft
delivering in 1997, Boeing will issue to Buyer a credit
memorandum (the 1997 Credit Memorandum) which shall be applied to
the Purchase Price of such Aircraft. The 1997 Credit Memorandum
shall be calculated as follows:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] and the escalation calculated
for the month of delivery of the 1997 Eligible Aircraft;
provided however,
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] pursuant to the following
calculation:
At the time of the delivery of the 1997 Eligible
Aircraft, the Base Airframe Price and Special Features
prices will be escalated to a December 1996 delivery
month. The December 1996 escalated price will be
referred to in the following formula as the "December
1996 Index Amount". The 1997 Credit Memorandum for the
1997 Eligible Aircraft will not exceed an amount equal
to:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
Calculation - Eligible Aircraft Delivering in 1998.
--------------------------------------------------
At the time of delivery of each Eligible Aircraft
delivering in 1998, Boeing will issue to Buyer a credit
memorandum (the 1998 Credit Memorandum) which shall be applied to
the Purchase Price of such Aircraft. The 1998 Credit Memorandum
shall be the sum of:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
United Air Lines, Inc.
1670-06 Page 3
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] and the escalation calculated
for the month of delivery of the 1998 Eligible Aircraft:
provided however,
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] pursuant to the following
calculation:
At the time of the delivery of the 1998 Eligible
Aircraft, the Base Airframe Price and Special Features
prices will be escalated to a December 1997 delivery
month. The December 1997 escalated price will be
referred to in the following formula as the "December
1997 Index Amount". The 1998 Credit Memorandum for the
1998 Eligible Aircraft will not exceed an amount equal
to:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
Eligible Aircraft Delivering after 1998.
---------------------------------------
For Eligible Aircraft delivering after the calendar
year 1998, the amount of the Credit Memorandum will be the amount
calculated pursuant to paragraph 2.2 above as if the delivery was
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] This credit memorandum amount will be
escalated from December 1998 to the month of delivery.
Advance Payment Base Price.
--------------------------
It is agreed that the Advance Payment Base Prices for the
Eligible Aircraft, set forth in Article 5.1 of the Purchase
Agreement [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] pursuant to this Letter Agreement.
United Air Lines, Inc.
1670-06 Page 4
Incorporation Point.
-------------------
The revised Advance Payment Base Prices specified in
paragraph 3.1 will be used for all payments due to Boeing after
the date of this Letter Agreement. Boeing will review the
advance payments made prior to the date of this Letter Agreement
and determine if there is an excess. Any excess will be deducted
from the next advance payment due to Boeing.
Escalating Credits (STE).
------------------------
It is agreed that the credit memoranda specified in Letter
Agreement No. 6-1162-TML-DLJ891R1 which escalate in accordance
with Exhibit D, is expressed as a percentage of the escalated
Purchase Price of the Aircraft, will be calculated using the same
factors used to develop the adjusted airframe escalation pursuant
to this Letter Agreement.
Very truly yours,
THE BOEING COMPANY
By /s/ M. O. Hurt
--------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 12, 1996
-------
United Air Lines Inc.
By /s/ Douglas A. Hacker
---------------------
Its Senior Vice President and
Chief Financial Officer
6-1162-DLJ-891R3 Exhibit 10.7
United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666
Subject: Letter Agreement No. 6-1162-DLJ-891R3
to Purchase Agreement No. 1670 -
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Gentlemen:
Reference is made to Purchase Agreement No. 1670 dated as of even
date herewith (the Purchase Agreement) between The Boeing Company
(Boeing), United Air Lines, Inc. (United) and United Worldwide
Corporation (Worldwide), relating to the sale by Boeing and the
purchase by United and Worldwide (collectively the Buyer) of
thirty-three (33) Model 747-422 aircraft (hereinafter referred to
as the Aircraft).
Further reference is made to Letter Agreement 1670-5 dated as of
even date herewith to the Purchase Agreement relating to the
granting of options to purchase thirty (30) Model 747-422 option
aircraft (the Option Aircraft).
This letter, when accepted by Buyer contemporaneously with the
execution of the Purchase Agreement, will become part of the
Purchase Agreement and will evidence our further agreement with
respect to the matters set forth below.
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 S/A 8
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R3 Page 2
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
In consideration of Buyer's purchase of thirty-four
(34) Model 777 aircraft under Purchase Agreement [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
In consideration of Buyer's purchase of thirty-four
(34) Model 777 aircraft under Purchase Agreement [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
Escalation of Credit Memoranda.
------------------------------
The actual amount of the credit memoranda to be provided
pursuant to paragraph 1 above shall be determined by escalating
the base amount of such credit by application of the airframe
escalation provisions described in Exhibit D of the Purchase
Agreement and Attachment A to Letter Agreement 1670-5 or such
Airframe escalation provisions as are applicable to the Option
Aircraft, as such credits are applicable to the Firm Aircraft or
Option Aircraft for which such respective credit is issued.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 S/A 8
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R3 Page 3
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 S/A 8
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R3 Page 4
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] is paid in full at a fluctuating rate per
annum equal to one percent (1%) plus the rate of interest
announced publicly by Citibank, N.A., New York as its base rate,
from time to time, as such bank's base rate may change, each
change in such fluctuating rate to take place simultaneously with
the corresponding change in such base rate, calculated on the
basis of a year of 365/366 days for the actual number of days
elapsed. If Boeing elects option (ii) above, Buyer shall pay to
Boeing [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] and interest due thereon, on the date of
delivery of each Aircraft to which [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Boeing shall issue a credit memorandum to Buyer in the amount
equal to the accrued interest on deferred advance payments
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Program Changes.
---------------
Article 7.2 entitled Program Changes of the Purchase
Agreement is hereby deleted in its entirety.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 S/A 8
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R3 Page 5
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Changes to Performance Guarantees.
---------------------------------
Boeing may adjust, change or modify performance guarantees
set forth in Letter Agreement 6-1162-DLJ-860 without Buyer's
consent with respect to the Aircraft referred to in Article 2, as
specifically permitted by Letter Agreement 6-1162-DLJ-860 and by
Article 7.2 as modified by paragraph 7 of this Letter Agreement;
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 S/A 8
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R3 Page 6
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 S/A 8
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R3 Page 7
12. Non-Disclosure.
--------------
The parties understand that certain commercial and financial
information contained in this letter agreement is considered as
privileged and confidential. The parties agree that they will
treat such information as privileged and confidential and will
not, without prior written consent of the other party, disclose
such information to any other person except as may be required by
(i) applicable law or governmental regulations, or (ii) for
financing the Aircraft in accordance with the provisions of
Article 11.2 of the Purchase Agreement. In connection with any
such disclosure or filing of such information pursuant to any
applicable law or governmental regulations; Buyer shall request
and use its best reasonable efforts to obtain confidential
treatment of such information. Boeing agrees to cooperate with
Buyer in making and supporting its request for confidential
treatment. In fulfilling its obligations under this paragraph
11, the parties shall only be required to use the same degree of
care to prevent unauthorized disclosure and use of the
information contained in this Letter Agreement as they would use
to prevent the disclosure and use of its own commercial and
financial information of the same or similar nature and which it
considers proprietary or confidential.
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please
indicate your acceptance and approval below.
Very truly yours,
THE BOEING COMPANY
By /s/ M. Monica Fix
-----------------
Its Attorney in Fact
ACCEPTED AND AGREED TO this
Date: May 30, 1996
UNITED AIR LINES, INC.
By /s/ Douglas A. Hacker
---------------------
Its Senior Vice President and
Chief Financial Officer
P.A. No. 1670 S/A 8
K/UAL
6-1162-DLJ-891R4 Exhibit 10.8
July 12, 1996
United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666
Subject: Letter Agreement No. 6-1162-DLJ-891R4
to Purchase Agreement No. 1670 -
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
Gentlemen:
Reference is made to Purchase Agreement No. 1670 dated as of
December 18, 1990 (the Purchase Agreement) between The Boeing
Company (Boeing), and United Air Lines, Inc. (Buyer), relating to
the sale by Boeing and the purchase by Buyer of thirty-nine (39)
Model 747-422 aircraft (hereinafter referred to as the Aircraft).
Further reference is made to Letter Agreement 1670-5 dated as of
even date herewith to the Purchase Agreement relating to the
granting of options to purchase eleven (11) Model 747-422 option
aircraft (the Option Aircraft).
This letter, when accepted by Buyer contemporaneously with the
execution of the Purchase Agreement, will become part of the
Purchase Agreement and will evidence our further agreement with
respect to the matters set forth below.
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 SA-9
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R4 Page 2
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
In consideration of Buyer's purchase of thirty-four
(34) Model 777 aircraft under Purchase Agreement 1663
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
In consideration of Buyer's purchase of thirty-four (34)
Model 777 aircraft under Purchase Agreement 1663 [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
Escalation of Credit Memoranda.
------------------------------
The actual amount of the credit memoranda to be provided
pursuant to paragraph 1 above shall be determined by escalating
the base amount of such credit by application of the airframe
escalation provisions described in Exhibit D of the Purchase
Agreement and Attachment A to Letter Agreement 1670-5 or such
Airframe escalation provisions as are applicable to the Option
Aircraft, as such credits are applicable to the Firm Aircraft or
Option Aircraft for which such respective credit is issued.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 SA-9
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R4 Page 3
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] is paid in full at a fluctuating rate per
annum equal to one percent (1%) plus the rate of interest
announced publicly by Citibank, N.A., New York as its base rate,
from time to time, as such bank's base rate may change, each
change in such fluctuating rate to take place simultaneously with
the corresponding change in such base rate, calculated on the
basis of a year of 365/366 days for the actual number of days
elapsed. If Boeing elects option (ii) above, Buyer shall pay to
Boeing [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] and interest due thereon, on the date of
delivery of each Aircraft to which [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Boeing shall issue a credit memorandum to Buyer in the amount
equal to the accrued interest on deferred advance payments
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 SA-9
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R4 Page 4
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Program Changes.
---------------
Article 7.2 entitled Program Changes of the Purchase
Agreement is hereby deleted in its entirety.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Changes to Performance Guarantees.
---------------------------------
Boeing may adjust, change or modify performance guarantees
set forth in Letter Agreement 6-1162-DLJ-860 without Buyer's
consent with respect to the Aircraft referred to in Article 2, as
specifically permitted by Letter Agreement 6-1162-DLJ-860 and by
Article 7.2 as modified by paragraph 7 of this Letter Agreement;
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 SA-9
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R4 Page 5
11. Non-Disclosure.
--------------
The parties understand that certain commercial and financial
information contained in this letter agreement is considered as
privileged and confidential. The parties agree that they will
treat such information as privileged and confidential and will
not, without prior written consent of the other party, disclose
such information to any other person except as may be required by
(i) applicable law or governmental regulations, or (ii) for
financing the Aircraft in accordance with the provisions of
Article 11.2 of the Purchase Agreement. In connection with any
such disclosure or filing of such information pursuant to any
applicable law or governmental regulations; Buyer shall request
and use its best reasonable efforts to obtain confidential
treatment of such information. Boeing agrees to cooperate with
Buyer in making and supporting its request for confidential
treatment. In fulfilling its obligations under this paragraph
11, the parties shall only be required to use the same degree of
care to prevent unauthorized disclosure and use of the
information contained in this Letter Agreement as they would use
to prevent the disclosure and use of its own commercial and
financial information of the same or similar nature and which it
considers proprietary or confidential.
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please
indicate your acceptance and approval below.
Very truly yours,
THE BOEING COMPANY
By /s/ M. O. Hurt
--------------
Its Attorney In Fact
ACCEPTED AND AGREED TO this
Date: July 12, 1996
UNITED AIR LINES, INC.
By /s/ Douglas A. Hacker
---------------------
Its Senior Vice President and
Chief Financial Officer
P.A. No. 1670 SA-9
K/UAL
Exhibit 10.9
Supplemental Agreement No. 4
to
Purchase Agreement No. 1663
between
The Boeing Company
and
UNITED AIR LINES, INC.
Relating to Boeing Model 777-222 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 30th day
of May, 1996, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation, (hereinafter called Buyer);
W I T N E S S E T H:
-------------------
WHEREAS, the parties hereto entered into an agreement
dated as of December 18, 1990, relating to Boeing Model 777-222
aircraft (hereinafter referred to as the "Aircraft"), which
agreement, as amended, together with all exhibits and
specifications attached thereto and made a part thereof which is
hereinafter called the "Purchase Agreement" and;
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree to supplement the
Purchase Agreement as follows:
1. Article 1, "Subject Matter of Sale", is hereby deleted in
its entirety and replaced with a new Article 1, which is
Attachment No. 1 hereto.
2. Article 2, "Delivery of Aircraft; Title and Risk of Loss",
is hereby deleted in its entirety and replaced with a new Article
2 which is Attachment No. 2 hereto.
3. Article 5, "Payment", is hereby deleted in its entirety and
replaced with a new Article 5 which is Attachment No. 4 hereto.
4. The two "B" Market Aircraft, which are the subject of this
Supplemental Agreement, are [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as such term is
defined in Letter Agreement No. 6-1162-TML-1205 to nine (9) 737
Aircraft in Purchase Agreement No. 1595, [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] will be applied to the advance payments
owed Boeing for the two "B" Market Aircraft which are the subject
of this Supplemental Agreement. An adjustment for the amount
owed by Buyer [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] for each of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] 777 aircraft, is reflected in paragraph
6 below.
6. Paragraph 6 of Letter Agreement No. 6-1162-RCN-859 provides that
the advance payments paid by Buyer will be based on the
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] The calculations are based on a June 3,
1996 settlement date.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
*See Paragraph no. 5
The difference will be refunded to Buyer in accordance with paragraph 6.D.
of Letter Agreement No. 6-1162-TML-1205.
P.A. No. 1663 S4-2
7. In consideration of Buyer's purchase of the 777 Aircraft,
which are the subject of this Supplemental Agreement, Boeing
agrees to [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] pursuant to paragraph 7 of Letter
Agreement No. 6-1162-TML-1205 [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
8. Buyer agrees that the invoice for each of the two (2) "B"
Market Aircraft, which are the subject of this Supplemental
Agreement, will contain a [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to
paragraph 13 of Letter Agreement No. 6-1162-TML-1205.
9. Buyer agrees that the credit memorandum applicable to the
two (2) "B" Market Aircraft, which are the subject of this
Supplemental Agreement, and discussed in Letter Agreement 6-1162-
RCN-859 will include:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
10. This Supplemental Agreement, including all of the
Attachments, will be treated as privileged and confidential
information pursuant to the terms of Letter Agreement No. 6-1162-
DLJ-832.
The Purchase Agreement shall be deemed to be supplemented to the
extent herein provided and as so supplemented shall continue in
full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY UNITED AIR LINES, INC.
By: /s/ M.O. Hurt By: /s/ Douglas A. Hacker
------------- ---------------------
Douglas A. Hacker
Its: Attorney-In-Fact Its: Senior Vice President and
Chief Financial Officer
P.A. No. 1663 S4-3
Attachment No. 1
Supplemental Agreement No. 4
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 1
ARTICLE 1. Subject Matter of Sale.
----------------------
1.1.1 "A" Market Aircraft Description".
Boeing shall sell and deliver to Buyer, and Buyer shall purchase
from Boeing, sixteen (16) Boeing Model 777-222 "A" Market
Aircraft. Such aircraft are referred to individually and
collectively as the "Aircraft" or "AIRCRAFT" or "the "A" Market
Aircraft". The Aircraft will be manufactured by Boeing in
accordance with Boeing Detail Specification [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] (as modified and described in Exhibit A-1 attached
hereto) as it may be modified from time to time in accordance
with the terms and conditions of Article 7 herein. Such Detail
Specification as so modified is by this reference incorporated in
this Agreement and is hereinafter referred to as the "Detail
Specification" or "the "A" Market Detail Specification." In
connection with the sale and purchase of the Aircraft, Boeing
shall also deliver to Buyer other things under this Agreement
including data, documents, training and services.
1.1.2 "B" Market Aircraft Description". Boeing
shall sell and deliver to Buyer, and Buyer shall purchase from
Boeing, twenty (20) Boeing Model 777-222 "B" Market Aircraft.
Such aircraft are referred to individually and collectively as
the "Block A "B" Market Aircraft", "Block B "B" Market Aircraft",
"Aircraft" or "AIRCRAFT" or "the "B" Market Aircraft". The
Aircraft will be manufactured by Boeing in accordance with Boeing
Detail Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] (as modified and
described in Exhibit A-2 attached hereto) as it may be modified
from time to time in accordance with the terms and conditions of
Article 7 herein. Such Detail Specification as so modified is by
this reference incorporated in this Agreement and is hereinafter
referred to as the "Detail Specification" or "the "B" Market
Detail Specification." In connection with the sale and purchase
of the Aircraft, Boeing shall also deliver to Buyer other things
under this Agreement including data, documents, training and
services.
1.2 Performance Guarantees. Any performance
guarantees applicable to the Aircraft shall be expressly included
in this Agreement.
P.A. No. 1663 S4-1
Attachment No. 2
Supplemental Agreement No. 4
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 2
ARTICLE 2. Delivery of Aircraft: Title and Risk of Loss.
--------------------------------------------
2.1 Time of Delivery. Each Aircraft shall be delivered to Buyer
assembled and ready for flight, and Buyer shall accept delivery
of such Aircraft during or, if mutually agreed, before the months
set forth in the following schedule:
"Month and Year
of Delivery Quantity of Aircraft
----------- --------------------
"A" Market Aircraft
------------------
May 1995 Three (3)
June 1995 Two (2)
July 1995 One (1)
September 1995 One (1)
October 1995 One (1)
November 1995 One (1)
December 1995 Two (2)
February 1996 One (1)
April 1996 One (1)
May 1996 One (1)
June 1996 One (1)
July 1996 One (1)
"B" Market Aircraft
------------------
Block A "B" Market Aircraft
---------------------------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1663 S4-1
Attachment No. 2
Supplemental Agreement No. 4
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 2
Block B "B" Market Aircraft
---------------------------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
If Boeing gives Buyer at least ten (10) days' advance notice of
the delivery date for an Aircraft, and delivery is delayed beyond
such date due to Buyer's fault or responsibility, Buyer shall
promptly reimburse Boeing for all costs and expenses incurred by
Boeing as a result of such delay, including but not limited to
reasonable amounts for storage, insurance, taxes, preservation or
protection of the Aircraft, and interest on payments due.
2.2 Place of Delivery. Each Aircraft shall be
delivered at an airport in the State of Washington selected by
Boeing or at such alternate site as may be mutually agreed upon
in writing. If delivery is made at an alternate site at Buyer's
request, Buyer shall promptly reimburse Boeing for any increased
costs incurred by Boeing as a result thereof.
2.3 Title and Risk of Loss. Title to and risk of
loss of each Aircraft shall pass from Boeing to Buyer upon
delivery of such Aircraft but not prior to thereto.
2.4 Documents of Title. Upon delivery of and
payment for each Aircraft, Boeing shall deliver to Buyer a bill
of sale duly conveying to Buyer good title to such Aircraft free
and clear of all liens, claims, charges and encumbrances of every
kind whatsoever, and such other appropriate documents of title as
Buyer may reasonably request.
P.A. No. 1663 S4-2
Attachment No. 3 to
Supplemental Agreement No. 4
Purchase Agreement No. 1663
1663-5 Page 4
ARTICLE 5. Payment.
-------
5.1 Advance Payment Base Price. The advance payment base price
of each Aircraft, depending on the month and year of scheduled
delivery, is indicated below:
Month and Year of Advance Payment Base
Scheduled Delivery Price per Aircraft
------------------ ------------------
"A" Market Aircraft
-------------------
May 1995
June 1995
July 1995
September 1995
October 1995 [*CONFIDENTIAL MATERIAL
November 1995 OMITTED AND FILED
December 1995 SEPARATELY WITH THE
February 1996 SECURITIES AND EXCHANGE
April 1996 COMMISSION PURSUANT TO A
May 1996 REQUEST FOR CONFIDENTIAL
June 1996 TREATMENT]
July 1996
"B" Market Aircraft
-------------------
Block A "B" Market Aircraft
---------------------------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Block B "B" Market Aircraft
---------------------------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Attachment No. 3 to
Supplemental Agreement No. 4
Purchase Agreement No. 1663
1663-5 Page 4
Such advance payment base prices will be used to determine the
amount of the first advance payment to be made by Buyer on each
Aircraft pursuant to the provisions of Article 5.2. The advance
payment base price of each Aircraft has been established using
currently available forecast of the escalation factors used by
Boeing and applicable to the scheduled month and year of Aircraft
delivery. The advance payment base prices will be further
increased or decreased by Boeing not later than twenty-five (25)
months prior to the scheduled month of delivery, as required to
reflect the effects of the then-current forecasted escalation
factors used by Boeing in accordance with Exhibit D. The advance
payment base price of each Aircraft, including any adjustments
made thereto, as contemplated herein, is referred to as the
"Advance Payment Base Price."
5.2 Advance Payments. Buyer shall pay to Boeing
advance payments for each Aircraft on the dates indicated in the
schedule below. The advance payment amount for an Aircraft due
on a payment date shall be equal to (i) the sum of the advance
payment percentages given in such schedule through the payment
date multiplied by the Advance Payment Base Price for the
Aircraft provided to Buyer pursuant to Article 5.1 for such
payment date, less (ii) the sum of the advance payment amounts
paid by Buyer to Boeing on such Aircraft up to such payment date.
Attachment No. 3 to
Supplemental Agreement No. 4
Purchase Agreement No. 1663
1663-5 Page 4
Due Date of Payment Amount Due per Aircraft
------------------- -----------------------
Upon execution of a definitive
purchase agreement
24 months prior to the first
day of the scheduled delivery
month of the Aircraft
21 months prior to the first
day of the scheduled delivery
month of the Aircraft
[*CONFIDENTIAL MATERIAL
18 months prior to the first OMITTED AND FILED
day of the scheduled delivery SEPARATELY WITH
month of the Aircraft THE SECURITIES AND
EXCHANGE COMMISSION
15 months prior to the first PURSUANT TO A REQUEST
day of the scheduled delivery FOR CONFIDENTIAL
month of the Aircraft TREATMENT]
12 months prior to the first
day of the scheduled delivery
month of the Aircraft
9 months prior to the first
day of the scheduled delivery
month of the Aircraft
6 months prior to the first
day of the scheduled delivery
month of the Aircraft
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
5.3 Payment for Aircraft. Concurrently with delivery
of each Aircraft, Buyer shall pay to Boeing the Purchase Price
thereof, less the total amount of advance payments theretofore
received by Boeing for such Aircraft under Article 5.2.
5.4 Repayment of Advance Payments. If this Agreement
is terminated with respect to any Aircraft (i) by Buyer under
Article 6.2, (ii) by Buyer under Article 11, or (iii) by failure
of Buyer to provide Boeing with written notice pursuant to
Article 6.4, then Boeing shall promptly repay to Buyer, without
interest, any advance payments received by Boeing from Buyer here
under with respect to any Aircraft so terminated. If this
Agreement is terminated by Boeing under Article 6.2, then Boeing
shall promptly repay
Attachment No. 3 to
Supplemental Agreement No. 4
Purchase Agreement No. 1663
1663-5 Page 4
to Buyer with interest any advance payments received by Boeing
from Buyer hereunder with respect to any Aircraft so terminated.
5.5 Payment in United States Funds. All prices
and payments set forth in this Agreement are in United States
Dollars. All payments required under this Agreement shall be
made in United States Dollars and in immediately available funds
by (i) transfer to the party to receive payment of a cashier's
check drawn on a member bank, located at Seattle, Washington, of
the United States Federal Reserve System mutually acceptable to
the parties, or (ii) unconditional deposit to the account of the
party to receive payment in a bank in the United States mutually
acceptable to the parties. Buyer shall comply with all
applicable monetary and exchange control regulations, and shall
obtain any necessary authority from the governmental agency
administering such regulations in order to enable Buyer to make
payments at the time and place and in the manner and medium
specified herein.
Supplemental Agreement No. 4
Purchase Agreement No. 1663
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Exhibit 10.10
Supplemental Agreement No. 5
to
Purchase Agreement No. 1663
between
The Boeing Company
and
UNITED AIR LINES, INC.
Relating to Boeing Model 777-222 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 12 day
of July, 1996, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation, (hereinafter called Buyer);
W I T N E S S E T H:
-------------------
WHEREAS, the parties hereto entered into an agreement dated
as of December 18, 1990, relating to Boeing Model 777-222
aircraft (hereinafter referred to as the "Aircraft"), which
agreement, as amended, together with all exhibits and
specifications attached thereto and made a part thereof which is
hereinafter called the "Purchase Agreement" and;
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree to supplement the
Purchase Agreement as follows:
1. Article 3, "Basic Price", is hereby deleted in its entirety
and replaced with a new Article 3 which is Attachment No. 1
hereto.
P.A. No. 1663 S5-1
2. Article 5, "Payment", is hereby deleted in its entirety and
replaced with a new Article 5 which is Attachment No. 2 hereto.
3. Paragraph 6 of Letter Agreement No. 6-1162-RCN-859 provides that
the [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] given below. The calculations are based
on a July 15, 1996 settlement date.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
4. Model 777 Aircraft - Certain Contractual Matters.
------------------------------------------------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
5. This Supplemental Agreement, including all of the
Attachments, will be treated as privileged and confidential
information pursuant to the terms of Letter Agreement No. 6-1162-
DLJ-832.
The Purchase Agreement shall be deemed to be supplemented to the
extent herein provided and as so supplemented shall continue in
full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY UNITED AIR LINES, INC.
By: /s/ M. O. Hurt By: /s/ Douglas A. Hacker
-------------- ---------------------
Its: Attorney-In-Fact Its: Senior Vice President and
Chief Financial Officer
P.A. No. 1663 S5-2
Attachment No. 1 to
Supplemental Agreement No. 5
Purchase Agreement No. 1663
Article 3. Price of Aircraft.
-----------------
3.1 Basic Price.
3.1.1 Basic Price for the "A" Market Aircraft. The
basic price of each of the "A" Market Aircraft shall be equal to
the sum of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] and (ii) such price adjustments
applicable to such "A" Market Aircraft as may be made pursuant to
the provisions of this Agreement, including Article 7 (Changes to
Detail Specification) and Article 8 (FAA Requirements') or other
written agreements executed by Buyer and Boeing.
3.1.2 Basic Price for the Block A "B" Market
Aircraft. The basic price of each of the Block A "B" Market
Aircraft shall be equal to the sum of (i) the price of the
airframe and special features, [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and (ii) such
price adjustments applicable to such Block A "B" Market Aircraft
as may be made pursuant to the provisions of this Agreement,
including Article 7 (Changes to Detail Specification) and Article
8 (FAA Requirements) or other written agreements executed by
Buyer and Boeing.
3.1.3 Basic Price for the Block B "B" Market
Aircraft. The basic price of each of the Block B "B" Market
Aircraft shall be equal to the sum of (i) the price of the
airframe and special features, [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and (ii) such
price adjustments applicable to such Block B "B" Market Aircraft
as may be made pursuant to the provisions of this Agreement,
including Article 7 (Changes to Detail Specification) and Article
8 (FAA Requirements) or other written agreements executed by
Buyer and Boeing.
3.2 Purchase Price.
--------------
The purchase price of each Aircraft shall be equal to
the sum of the following items as determined at the time of such
Aircraft delivery; (i) the Basic Price of the "A" Market
Aircraft, Block A "B" Market Aircraft, or Block B "B" Market
Aircraft as applicable, (ii) the Airframe and Engine Price
Adjustments to be determined pursuant to Exhibit D (Price
Adjustment Due to Economic Fluctuations - Airframe and Engine)
attached hereto or the applicable provisions determined in
Article 3.1 above, and (iii) such price adjustments applicable to
such Aircraft as may be made pursuant to the provisions of this
Agreement, including Exhibit E (Buyer Furnished Equipment
Document) or other written agreements executed by Boeing and
Buyer (the "Purchase Price").
Attachment No. 2 to
Supplemental Agreement No. 5
Purchase Agreement No. 1663
ARTICLE 5. Payment.
-------
5.1 Advance Payment Base Price. The advance payment base
price of each Aircraft, depending on the month and year of
scheduled delivery, is indicated below:
Month and Year of Advance Payment Base
Scheduled Delivery Price per Aircraft
- ------------------ ------------------
"A" Market Aircraft
- -------------------
May 1995 [*CONFIDENTIAL MATERIAL OMITTED
June 1995 AND FILED SEPARATELY WITH
July 1995 THE SECURITIES AND EXCHANGE
September 1995 COMMISSION PURSUANT TO A
October 1995 REQUEST FOR CONFIDENTIAL
November 1995 TREATMENT]
December 1995
February 1996
April 1996
May 1996
June 1996
July 1996
"B" Market Aircraft
- -------------------
Block A "B" Market Aircraft
- ---------------------------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Such advance payment base prices will be used to determine the
amount of the first advance payment to be made by Buyer on each
Aircraft pursuant to the provisions of Article 5.2. The advance
payment base price of each Aircraft has been established using
currently available forecast of the escalation factors used by
Boeing and applicable to the scheduled month and year of Aircraft
delivery. The advance payment base prices will be further
increased or decreased by Boeing not later than twenty-five (25)
months prior to the scheduled month of delivery, as required to
reflect the effects of the then-current forecasted escalation
factors used by Boeing in accordance with Exhibit D. The advance
payment base price of each Aircraft, including any adjustments
made thereto, as contemplated herein, is referred to as the
"Advance Payment Base Price."
5.2 Advance Payments. Buyer shall pay to Boeing advance
payments for each Aircraft on the dates indicated in the schedule
below. The advance payment amount for an Aircraft due on a
payment date shall be equal to (i) the sum of the advance payment
percentages given in such schedule through the payment date
multiplied by the Advance Payment Base Price for the Aircraft
provided to Buyer pursuant to Article 5.1 for such payment date,
less (ii) the sum of the advance payment amounts paid by Buyer to
Boeing on such Aircraft up to such payment date.
Attachment No. 2 to
Supplemental Agreement No. 5
Purchase Agreement No. 1663
Due Date of Payment Amount Due per Aircraft
------------------- -----------------------
Upon execution of a definitive
purchase agreement
24 months prior to the first
day of the scheduled delivery
month of the Aircraft
21 months prior to the first
day of the scheduled delivery
month of the Aircraft
[*CONFIDENTIAL MATERIAL
18 months prior to the first OMITTED AND FILED
day of the scheduled delivery SEPARATELY WITH
month of the Aircraft THE SECURITIES AND
EXCHANGE COMMISSION
15 months prior to the first PURSUANT TO A REQUEST
day of the scheduled delivery FOR CONFIDENTIAL
month of the Aircraft TREATMENT]
12 months prior to the first
day of the scheduled delivery
month of the Aircraft
9 months prior to the first
day of the scheduled delivery
month of the Aircraft
6 months prior to the first
day of the scheduled delivery
month of the Aircraft
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
5.3 Payment for Aircraft. Concurrently with delivery of
each Aircraft, Buyer shall pay to Boeing the Purchase Price
thereof, less the total amount of advance payments theretofore
received by Boeing for such Aircraft under Article 5.2.
5.4 Repayment of Advance Payments. If this Agreement is
terminated with respect to any Aircraft (i) by Buyer under
Article 6.2, (ii) by Buyer under Article 11, or (iii) by failure
of Buyer to provide Boeing with written notice pursuant to
Article 6.4, then Boeing shall promptly repay to Buyer, without
interest, any advance payments received by Boeing from Buyer here
under with respect to any Aircraft so terminated. If this
Agreement is terminated by Boeing under Article 6.2, then Boeing
shall promptly repay to Buyer with interest any advance payments
received by Boeing from Buyer hereunder with respect to any
Aircraft so terminated.
5.5 Payment in United States Funds. All prices and
payments set forth in this Agreement are in United States
Dollars. All payments required under this Agreement shall be
made in United States Dollars and in immediately available funds
by (i) transfer to the party to receive payment of a cashier's
check drawn on a member bank, located at Seattle, Washington, of
the United States Federal Reserve System mutually acceptable to
the parties, or (ii) unconditional deposit to the account of the
party to receive payment in a bank in the United States mutually
acceptable to the parties. Buyer shall comply with all
applicable monetary and exchange control regulations, and shall
obtain any necessary authority from the governmental agency
administering such regulations in order to enable Buyer to make
payments at the time and place and in the manner and medium
specified herein.
Supplemental Agreement No. 5
Purchase Agreement No. 1663
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-MDH-077 Exhibit 10.11
United Air Lines, Inc.
P.0. Box 66100
Chicago, Illinois 60666
Subject: Letter Agreement No. 6-1162-MDH-077
Purchase Agreement No. 1663
BFE Seat Program
Reference is made to Purchase Agreement No. 1663 dated December
18, 1990 (the Purchase Agreement) between The Boeing Company
(Boeing), and United Air Lines, Inc. (Buyer), relating to the
sale by Boeing and the Purchase by Buyer of thirty-four (34)
Model 777-222 aircraft (hereinafter referred to as the Aircraft).
This Letter Agreement will become part of the Purchase Agreement
and will evidence our further agreement with respect to the
matters set forth below.
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.
Boeing has proposed to Buyer and Buyer has accepted Change
Proposal MC 2525MP7082 "Business Class Seats - Install PTC
instead of SICMA - Passenger Cabin" {the Master Change}. The
Master Change will install as Buyer Furnished Equipment business
class seats manufactured by B/E Aerospace {B/E Aerospace} instead
of business class seats manufactured by SICMA Aero Seat {SICMA}.
The B/E Aerospace seats will be installed in the following
Aircraft:
United Air Lines, Inc.
6-1162-MDH-077
Page 2
Registration No.
---------------
N782UA
N783UA
N787UA
[*CONFIDENTIAL MATERIAL OMITTED N786UA
AND FILED SEPARATELY WITH THE N784UA
SECURITIES AND EXCHANGE COMMISSION N785UA
PURSUANT TO A REQUEST FOR N788UA
CONFIDENTIAL TREATMENT] N789UA
N790UA
N791UA
N792UA
N793UA
N794UA
N795UA
N796UA
N797UA
N798UA
N799UA
To accomplish the installation of the B/E Aerospace Seats in the
Aircraft, Boeing and Buyer, in conjunction with B/E Aerospace,
have agreed to the following plan {the Plan}.
1. B/E Aerospace shall be responsible for providing a designated
engineering representative {DER}. The DER will be responsible
for obtaining from the FAA the Technical Standard Order (TSO)
certification for the B/E Aerospace Seats.
2. Buyer shall be responsible to freeze the design of
certification critical items of the B/E Aerospace Seats by no
later than May 15, 1996. For purposes of the Plan, certification
critical items means no further design changes may be made if
such design changes might effect Dynamic Testing of the B/E
Aerospace Seats.
United Air Lines, Inc.
6-1162-MDH-077
Page 3
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
4. B/E Aerospace will deliver B/E Aerospace Seats to Boeing in
accordance with the following on-dock schedule:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please
indicate your acceptance and approval below.
Very truly yours,
THE BOEING COMPANY
By /s/ M. O. Hurt
--------------
Its Attorney in Fact
ACCEPTED AND AGREED TO this
Date: April 6, 1996
UNITED AIR LINES, INC.
By /s/ Frederic Brace
------------------
Its Vice President - Financial
Planning and Analysis and
Controller
6-1162-MDH-131 Exhibit 10.12
July 12, 1996
United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666
Subject: Letter Agreement No. 6-1162-MDH-131 to
Purchase Agreement No. 1663
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
Gentlemen:
Reference is made to Purchase Agreement No. 1663 dated December
18, 1990 (the Purchase Agreement) between The Boeing Company
(Boeing), and United Air Lines, Inc. (Buyer), relating to the
sale by Boeing and the purchase by United (Buyer) of thirty-four
(34) Model 777-222 aircraft (hereinafter referred to as the
Aircraft).
This letter when accepted by Buyer, will become part of the
Purchase Agreement and will evidence our further agreement with
respect to the matters set forth below.
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement. For purposes of this letter, the difference between
the price adjustment due to economic fluctuations (escalation)
charged to Buyer pursuant to Exhibit D [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
In consideration of Buyer's purchase of eighteen "B" Market
Aircraft in substitution for the last eighteen 777 "A" Market
Aircraft, and notwithstanding [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] All credit
memoranda issued pursuant to this Letter Agreement can be used
for any Boeing goods and services including purchase of Aircraft.
United Air Lines, Inc.
6-1162-MDH-131 Page 2
Boeing acknowledges on or about May 15, 1995 and July 12, 1995
Boeing delivered to Buyer certain [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please
indicate your acceptance and approval below.
Very truly yours,
THE BOEING COMPANY
By /s/ M. O. Hurt
--------------
Its Attorney in Fact
ACCEPTED AND AGREED TO this
Date: July 12, 1996
UNITED AIR LINES, INC
By /s/ Douglas A. Hacker
---------------------
Its Senior Vice President and
Chief Financial Officer
Exhibit 10.13
Supplemental Agreement No. 6
to
Purchase Agreement No. 1485
between
The Boeing Company
and
UNITED AIR LINES, INC.
Relating to Boeing Model 757-222 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the
30th day of May, 1996, by and between THE BOEING COMPANY, a
Delaware corporation (hereinafter called Boeing), and UNITED AIR
LINES, INC., a Delaware corporation with its principal office in
Elk Grove Township, Illinois (hereinafter called Buyer);
W I T N E S S E T H:
-------------------
WHEREAS, the parties hereto entered into Purchase
Agreement 1485 dated as of October 25, 1988, relating to Boeing
Model 757-222 aircraft, which agreement, as amended, together
with all exhibits and specifications attached thereto and made a
part thereof, is hereinafter called the "Purchase Agreement,"
(all capitalized terms used herein, unless otherwise specifically
defined herein, shall have the meaning given to them in the
Purchase Agreement) and
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
P.A. No. 1485 S6-1
1. ARTICLE 1, Subject Matter of Sale, is hereby deleted in its
entirety and replaced with a new Article 1 as follows:
"ARTICLE 1. Subject Matter of Sale, Boeing shall sell and deliver
to Buyer, and Buyer shall purchase from Boeing, Ninety-Four (94)
Boeing Model 757-222 aircraft. Such aircraft are referred to
individually and collectively as the "Block A Aircraft", "Block B
Aircraft", "Block C Aircraft", "Block D Aircraft", "Block E
Aircraft", "Block F Aircraft", (as such aircraft are allocated
variously among the separate groupings defined as Blocks
A,B,C,D,E, and F in Article 2 of this Purchase Agreement (or in
Letter Agreement 1485-5 hereto), "Aircraft" or "AIRCRAFT". The
Block A, B, C, D Aircraft will be manufactured by Boeing in
accordance with Boeing Detail Specification [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] the Block E Aircraft will be manufactured by Boeing in
accordance with Boeing Detail Specification [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] and the Block F Aircraft will be manufactured by
Boeing in accordance with Boeing Detailed Specification
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] (as described in Exhibit A, attached
hereto) as they may be modified from time to time in accordance
with the terms and conditions of Article 7 herein. Such Detail
Specifications as so modified are by this reference incorporated
in this Agreement and is hereinafter referred to as the "Detail
Specification" or "Detail Specifications" as applicable. In
connection with the sale and purchase of the Aircraft, Boeing
shall also deliver to Buyer other things under this Agreement
including data, documents, training and services.
2. ARTICLE 2, Delivery of Aircraft; Title and Risk of Loss, is
hereby modified by revising the Block F Aircraft schedule to
read:
Block F
-------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
3. Article 3.1 Basic Price, is hereby modified by inserting
after Article 3.1 (i)(d) and immediately before 3.1 (ii) the
following:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1485 S6-2
4. Article 3.2 Purchase Price is revised to read:
"3.2 Purchase Price. The Purchase Price of each
Aircraft shall be equal to the sum of the following items as
determined at the time of such Aircraft delivery:
(i) the basic price of such Aircraft;
(ii) the Price Adjustment Due to Economic Fluctuations
Airframe Price Adjustment as determined pursuant to Exhibit D
(Price Adjustment Due to Economic Fluctuations - Airframe and
Engine) attached hereto;
(iii) the Engine Price Adjustment - Pratt & Whitney Blocks
A, B, C and D Aircraft; Engine Price Adjustment- Pratt &
Whitney Block E Aircraft; and Engine Price Adjustment -
Pratt & Whitney (1995 Base Price) Block F Aircraft as
determined pursuant to such Exhibit D; and
(iv) such price adjustments applicable to such Aircraft as
may be made pursuant to the provisions of this Agreement,
including Exhibit E (Buyer Furnished Equipment Document) or
other written agreements executed by Boeing and Buyer (the
"Purchase Price")."
4. ARTICLE 5, Payment, is hereby modified by revising the
schedule for the Block F Aircraft contained in Article 5.1 to
read:
"Block F Aircraft
------------------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
5. The Block F Aircraft Configuration is set forth in Exhibit A-
2, which is Attachment No. 1 hereto, and incorporated herein by
this reference.
6. On Page D-1 of Exhibit D, the definition of "P" is revised
to read:
"P" = Aircraft basic price (as set forth in Article 3.1 of
the Agreement) less the base price of Engines (as
defined in this Exhibit D) in the amount of:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1485 S6-3
7. On Page D-3 of Exhibit D, entitled Price Adjustment Due to
Economic Fluctuations, the following "Months to be Utilized in
Determining the Value of H & W" are added to the table following
the reference to the February 1991 Month of Scheduled Delivery:
Months of Scheduled
Aircraft Delivery as Quantity Months to be Utilized
Set Forth in Article of in Determining the
2.1 of the Agreement Aircraft Value of H & W
-------------------- -------- ---------------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Reference to the [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] Months of Scheduled
Aircraft Delivery, their corresponding Quantity of Aircraft and
Months to be Utilized in Determining the Value of H & W are
deleted in their entirety.
8. In order to separate the Blocks A, B, C and D Engine Price
Adjustment Provisions (which are 1987 base year dollars) from the
Block F Engine Price Adjustment Provisions (which are 1995 base
year dollars) page 6 of Exhibit D is hereby deleted in its
entirety and replaced by the new language contained in Attachment
No. 1 hereto, which contains a new page 6. Such new page 6 is the
same as the previous page 6 except that the new page 6 includes
reference only to the Block A, B, C and D Aircraft. Exhibit D is
also hereby modified by adding to the end of such Exhibit D the
engine Price adjustment provisions for the Block F Aircraft which
are contained in Attachment No. 2 hereto. Such attachments No. 2
and 3 are incorporated herein by reference.
9. Buyer agrees that the invoice for each Block F Aircraft will
contain a [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] pursuant to paragraph No. 13 of
Letter Agreement No. 6-1162-TML-1205.
10. Boeing agrees to [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for the two
(2) 757 Aircraft pursuant to paragraph 7 of Letter Agreement No.
6-1162-TML-1205 in the aggregate [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1485 S6-4
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
13. Paragraph 3.3 of Letter Agreement No. 6-1162-TML-388
provides that the advance payments paid by Buyer will be based on
the Alternate Advance Payment Base Price given below. The
calculations are based on a June 3, 1996 settlement date.
Alternate Amount Credit
Delivery APBP Owed From* Difference
-------- ---- ---- ---- ----------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
See Paragraph no. 11
The difference will be refunded to Buyer in accordance with
paragraph 6.D. of Letter Agreement No. 6-1162-TML-1205.
14. It is hereby agreed that this Supplemental Agreement shall
be treated as privileged and confidential under the terms of
Letter Agreement 6-1162-GKW-132.
P.A. No. 1485 S6-5
15. The Purchase Agreement shall be deemed to be supplemented to
the extent herein provided and as so supplemented shall continue
in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY UNITED AIR LINES, INC.
By: /s/ M.O. Hurt By: /s/ Douglas Hacker
------------- -----------------
Douglas A. Hacker
Its: Attorney-In-Fact Its: Senior Vice President and
Chief Financial Officer
P.A. No. 1485 S6-6
Attachment No. 1
Supplemental Agreement No. 6
Purchase Agreement No. 1485
Page 7
EXHIBIT A-3
to
PURCHASE AGREEMENT NO. 1485
between
THE BOEING COMPANY
and
UNITED AIR LINES, INC.
BLOCK F AIRCRAFT CONFIGURATION
------------------------------
The Detail Specification, referred to in Article 1 of the
Purchase Agreement for the Block F Aircraft, is Boeing
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Rev. J, dated January 29, 1996, and as
revised to include Pratt & Whitney [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1485 S6-7
Attachment No. 2
Supplemental Agreement No. 6
Exhibit D to
Purchase Agreement No. 1485
Page 6
ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
-----------------------------------------
BLOCKS A, B, C, and D AIRCRAFT
------------------------------
(a) The basic price of each Block A, B, C, and D Aircraft set
forth in Article 3.1 of the Purchase Agreement includes an
aggregate price for PW2037 engines and all accessories, equipment
and parts therefor provided by the engine manufacturer
(collectively in this Exhibit D called "Engines") of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] The adjustment in Engine price
applicable to each Block A, B, C, and D Aircraft ("Engine Price
Adjustment" herein) shall be determined at the time of each Block
A, B, C, and D F Aircraft (hereinafter "Aircraft") delivery in
accordance with the following formula:
Pa = (P + F) (AA + BB + CC) - P
(b) The following definitions shall apply herein:
Pa = Engine Price Adjustment
P = Aggregate Engine Base Price [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
AA = .60 x L
-----
$13.09
BB = .30 x M
-----
103.9
CC = .10 x E
-----
92.3
In determining the value of AA, BB and CC, the ratio of L divided
by $13.09, M divided by 103.9 and E divided by 92.3 shall be
expressed as a decimal and rounded to the nearest ten-thousandth
but the decimal value resulting from multiplying such ratios by
the respective constants (.60, .30 and .10) shall not be rounded.
The value of the sum of AA + BB + CC shall also be rounded to the
nearest ten-thousandth.
L = Labor Index, which is the "Hourly
Earnings of Aircraft Engines and Engine Parts
Production Workers, SIC 3724 published by the
Bureau of Labor Statistics, U.S. Department of
Labor, for the seventh month preceding the month of
scheduled Aircraft delivery.
P.A. No. 1485 S6-8
Attachment No. 3
Supplemental Agreement No. 6
Purchase Agreement No. 1485
Page 1
ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
-----------------------------------------
(1995 BASE PRICE) BLOCK F AIRCRAFT
----------------------------------
(a) The basic price of each Block F Aircraft set forth in this
Agreement includes an aggregate price for PW2037 engines and all
accessories, equipment and parts therefor provided by the engine
manufacturer (collectively in this Exhibit D called Engines) of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] The adjustment in Engine price
applicable to each Block F Aircraft ("Engine Price Adjustment"
herein) shall be determined at the time of each Block F Aircraft
(hereinafter "Aircraft") delivery in accordance with the following
formula:
Pa = (P + F) (AA + BB + CC) - P
(b) The following definitions shall apply herein:
Pa = Engine Price Adjustment
P = Aggregate Engine Base Price as set forth in
paragraph (a) above.
AA = .60 x L
-----
$17.80
BB = .30 x M
-----
130.6
CC = .10 x E
-----
76.6
In determining the value of AA, BB and CC, the ratio of L divided
by $17.80, M divided by 130.6 and E divided by 76.6 shall be
expressed as a decimal and rounded to the nearest ten-thousandth
but the decimal value resulting from multiplying such ratios by
the respective constants (.60, .30 and .10) shall not be rounded.
The value of the sum of AA + BB + CC shall also be rounded to the
nearest ten-thousandth.
P.A. No. 1485 S6-9
Attachment No. 3
Supplemental Agreement No. 6
Purchase Agreement No. 1485
Page 2
L = Labor Index, which is the "Hourly Earnings of
Aircraft Engines and Engine Parts Production Workers,
SIC 3724" published by the Bureau of Labor Statistics,
U.S. Department of Labor, for the seventh month
preceding the month of scheduled Aircraft delivery.
$17.80 = Published Labor Index (SIC 3724) for December, 1994.
M = Material Index, which is the "Producer Price Index - Code 10,
Metals and Metal Products," (Base Year 1982 = 100)
published by the Bureau of Labor Statistics,
U.S. Department of Labor, for the seventh month
preceding the month of scheduled Aircraft delivery.
130.6 = Published Material Index (Code 10) for December, 1994.
E = Fuel Index, which is the "Producer Price Index
Code 5, Fuels and Related Products and Power" (Base
Year 1982 = 100) published by the Bureau of Labor
Statistics, U.S. Department of Labor, for the seventh
month preceding the month of scheduled Aircraft
delivery.
76.6 = Published Fuel Index (Code 5) for December, 1994.
F = 0.005 (N)(P). Where N = the calendar year of
scheduled Engine delivery, minus 1995. For purposes of
this calculation, Engine delivery is assumed to be
three (3) months prior to the month of scheduled
Aircraft delivery.
The Engine Price Adjustment shall not be made if it would result
in a decrease in the aggregate Engine base price.
(c) The value of the Labor, Material and Fuel Index used in
determining the Engine Price Adjustment shall be those published
by the Bureau of Labor Statistics, U.S. Department of Labor as of
a date thirty (30) days prior to the scheduled Aircraft delivery
to Buyer. Such Index values shall be considered final and no
revision to the Engine Price Adjustment shall be made after
Aircraft delivery for any subsequent changes in published Index
values.
(d) If the Bureau of Labor Statistics, U. S. Department of
Labor, (i) substantially revises the methodology (in
P.A. No. 1485 S6-10
Attachment No. 3
Supplemental Agreement No. 6
Purchase Agreement No. 1485
Page 3
contrast to benchmark adjustments or other corrections of
previously published data) or (ii) discontinues publication of
any of the data referred to above, Pratt & Whitney Aircraft
(P&WA) agrees to meet with Boeing and jointly select a substitute
for the revised or discontinued data, such substitute data to
lead in application to the same adjustment result, insofar as
possible, as would have been achieved by continuing the use of
the original data as it may have fluctuated had it not been
revised or discontinued. Appropriate revision of the Engine
Price Adjustment provisions set forth above shall be made to
accomplish this result for affected Engines.
In the event the Engine Price Adjustment escalation provisions of
this Agreement are made non-enforceable or otherwise rendered
null and void by any agency of the United States Government, P&WA
agrees to meet with Boeing and jointly agree, to the extent that
they may lawfully do so, to adjust equitably the Purchase Price
of any affected Engine(s) to reflect an allowance for increases
in labor, material and fuel costs that occurred from December,
1994 to the seventh month preceding the month of scheduled
delivery of the applicable Aircraft.
NOTE: Any rounding of a number, as required under this Exhibit D
with respect to escalation of the Engine price, shall be
accomplished as follows: if the first digit of the portion
to be dropped from the number to be rounded is five or
greater, the preceding digit shall be raised to the next
higher number.
P.A. No. 1485 S6-11
Supplemental Agreement No. 6
Purchase Agreement No. 1663
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1485 S6-12
Exhibit 10.14
Supplemental Agreement No. 7
to
Purchase Agreement No. 1485
between
The Boeing Company
and
UNITED AIR LINES, INC.
Relating to Boeing Model 757-222 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 12 day
of July, 1996, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation with its principal office in Elk
Grove Township, Illinois (hereinafter called Buyer);
W I T N E S S E T H:
-------------------
WHEREAS, the parties hereto entered into Purchase Agreement
1485 dated as of October 25, 1988, relating to Boeing Model 757-
222 aircraft, which agreement, as amended, together with all
exhibits and specifications attached thereto and made a part
thereof, is hereinafter called the "Purchase Agreement," (all
capitalized terms used herein, unless otherwise specifically
defined herein, shall have the meaning given to them in the
Purchase Agreement) and
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
P.A. No. 1485 S7-1
1. ARTICLE 1, Subject Matter of Sale, is hereby deleted in its
entirety and replaced with a new Article 1 as follows:
"ARTICLE 1. Subject Matter of Sale, Boeing shall sell and deliver
to Buyer, and Buyer shall purchase from Boeing, Ninety-Eight (98)
Boeing Model 757-222 aircraft. Such aircraft are referred to
individually and collectively as the "Block A Aircraft", "Block B
Aircraft", "Block C Aircraft", "Block D Aircraft", "Block E
Aircraft", "Block F Aircraft", Block G Aircraft", (as such
aircraft are allocated variously among the separate groupings
defined as Blocks A,B,C,D,E,F, and G in Article 2 of this
Purchase Agreement (or in Letter Agreement 1485-5 hereto),
"Aircraft" or "AIRCRAFT". The Block A, B, C, D Aircraft will be
manufactured by Boeing in accordance with Boeing Detail
Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] the Block E Aircraft
will be manufactured by Boeing in accordance with Boeing Detail
Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] and the Block F and G
Aircraft will be manufactured by Boeing in accordance with Boeing
Detailed Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] (as described in Exhibit
A, Exhibit A-1 and Exhibit A-2 attached hereto) as they may be
modified from time to time in accordance with the terms and
conditions of Article 7 herein. Such Detail Specifications as so
modified are by this reference incorporated in this Agreement and
is hereinafter referred to as the "Detail Specification" or
"Detail Specifications" as applicable. In connection with the
sale and purchase of the Aircraft, Boeing shall also deliver to
Buyer other things under this Agreement including data,
documents, training and services.
2. ARTICLE 2, Delivery of Aircraft; Title and Risk of Loss, is
hereby modified by adding the Block G Aircraft schedule:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1485 S7-2
3. Article 3.1 Basic Price, is hereby modified by revising
Article 3.1(i)(e) to read:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
4. Article 3.2 Purchase Price is modified by revising Article
3.2(iii) to read:
"the Engine Price Adjustment - Pratt & Whitney Blocks A, B,
C and D Aircraft; Engine Price Adjustment - Pratt & Whitney
Block E Aircraft; and Engine Price Adjustment - Pratt &
Whitney {1995 Base Price} Block F and G Aircraft as
determined pursuant to such Exhibit D, and"
5. ARTICLE 5, Payment, is hereby modified by revising the price
for the Block F Aircraft and adding Block G Aircraft contained in
Article 5.1 to read:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6. Exhibit A-3 is revised to read as set forth in Attachment
No. 1 hereto and incorporated herein by this reference.
7. On Page D-1 of Exhibit D, the definition of "P" is revised
to read:
"P" = Aircraft basic price (as set forth in Article 3.1 of
the Agreement) less the base price of Engines (as
defined in this Exhibit D) in the amount of:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
8. On Page D-3 of Exhibit D, entitled Price Adjustment Due to
Economic Fluctuations, the following "Months to be Utilized in
Determining the Value of H & W" are added to the table following
the reference to the December 1997 Month of Scheduled Delivery:
P.A. No. 1485 S7-3
Months of Scheduled
Aircraft Delivery as Quantity Months to be Utilized
Set Forth in Article of in Determining the
2.1 of the Agreement Aircraft Value of H & W
- -------------------- -------- --------------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
9. In Exhibit D, the title:
"ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
------------------------------------------
(1995 BASE PRICE) BLOCK F AIRCRAFT"
-----------------------------------
is revised to read:
"ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
------------------------------------------
(1995 BASE PRICE) BLOCK F AND G AIRCRAFT"
-----------------------------------------
Section (a) thereof is revised to read:
"(a) The basic price of each Block F and G Aircraft set forth in
this Agreement includes an aggregate price for PW2037M engines
and all accessories, equipment and parts therefor provided by the
engine manufacturer (collectively in this Exhibit D called
Engines) of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] The adjustment in Engine price
applicable to each Block F and G Aircraft ("Engine Price
Adjustment" herein) shall be determined at the time of each Block
F and G Aircraft {hereinafter "Aircraft"} delivery in accordance
with the following formula:"
10. Buyer agrees the invoice for each Block G Aircraft will
contain a [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]charge pursuant to paragraph 13 of
Letter Agreement No. 6-1162-TML-1205.
11. Boeing agrees to [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]for the two (2) each
October 1999 and November 1999 Model 737 Aircraft pursuant to
paragraph 7 of Letter Agreement No. 6-1162-TML-1205 in the
P.A. No. 1485 S7-4
aggregate [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Alternate
Delivery APBP Amount Owed Credit From* Difference
- -------- ---- ----------- ----------- ----------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
*See Paragraph no. 11
The difference will be refunded to Buyer in accordance with
paragraph 6.D. of Letter Agreement No. 6-1162-TML-1205.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1485 S7-5
17. It is hereby agreed that this Supplemental Agreement No. 7
shall be treated as privileged and confidential under the terms
of Letter Agreement 6-1162-GKW-132.
18. The Purchase Agreement shall be deemed to be supplemented to
the extent herein provided and as so supplemented shall continue
in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY UNITED AIR LINES, INC.
By: /s/ M. O. Hurt By: /s/ Douglas Hacker
-------------- ------------------
Its: Attorney in Fact Its: Senior Vice President and
Chief Financial Officer
P.A. No. 1485 S7-6
Attachment No. 1
Supplemental Agreement No. 7
Purchase Agreement No. 1485
Page 1
EXHIBIT A-3
to
PURCHASE AGREEMENT NO. 1485
between
THE BOEING COMPANY
and
UNITED AIR LINES, INC.
BLOCK F AND G AIRCRAFT CONFIGURATION
------------------------------------
The Detail Specification, referred to in Article 1 of the
Purchase Agreement for the Block F and G Aircraft, is Boeing
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT], Rev. J, dated January 29, 1996, and as
revised to include Pratt & Whitney [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1485 S7-1
Supplemental Agreement No. 7
Purchase Agreement No. 1485
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1485 1
Supplemental Agreement No. 7
Purchase Agreement No. 1485
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1485 2
Exhibit 10.15
1485-09
July 12, 1996
United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666
Subject: Letter Agreement No. 1485-09
to Purchase Agreement No. 1485
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
Reference is made to Purchase Agreement No. 1485 dated October
25, 1988, between The Boeing Company (Boeing) and United Air
Lines, Inc. (Buyer) relating to the sale by Boeing and the
purchase by Buyer of ninety eight (98) Model 757-222 aircraft
(the Purchase Agreement).
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] as more fully described in paragraph 2
below, for any of Buyer's Aircraft which are scheduled to deliver
after [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] For the purpose of this Letter Agreement
such aircraft are referred to as "Eligible Aircraft."
All escalation calculations under this Letter Agreement,
including rounding, will be made in accordance with Exhibit D to
the Purchase Agreement entitled "Price Adjustment Due to Economic
Fluctuations - Airframe Price Adjustment" (hereinafter referred
to as "Exhibit D"), using actual escalation indices published for
the applicable period.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
United Air Lines, Inc.
1485-09 Page 2
Calculation - Eligible Aircraft Delivering in 1997.
--------------------------------------------------
At the time of delivery of each Eligible Aircraft
delivering in 1997, Boeing will issue to Buyer a credit
memorandum (the 1997 Credit Memorandum) which shall be applied to
the Purchase Price of such Aircraft. The 1997 Credit Memorandum
shall be calculated as follows:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] and the escalation calculated
for the month of delivery of the 1997 Eligible Aircraft;
provided however,
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] pursuant to the following
calculation:
At the time of the delivery of the 1997 Eligible
Aircraft, the Base Airframe Price and Special Features
prices will be escalated to a December 1996 delivery
month. The December 1996 escalated price will be
referred to in the following formula as the "December
1996 Index Amount". The 1997 Credit Memorandum for the
1997 Eligible Aircraft will not exceed an amount equal
to:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
Calculation - Eligible Aircraft Delivering in 1998.
--------------------------------------------------
At the time of delivery of each Eligible Aircraft
delivering in 1998, Boeing will issue to Buyer a credit
memorandum (the 1998 Credit Memorandum) which shall be applied to
the Purchase Price of such Aircraft. The 1998 Credit Memorandum
shall be the sum of:
P.A. No. 1485
United Air Lines, Inc.
1485-09 Page 3
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] and the escalation calculated
for the month of delivery of the 1998 Eligible Aircraft:
provided however,
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] pursuant to the following
calculation:
At the time of the delivery of the 1998 Eligible
Aircraft, the Base Airframe Price and Special Features
prices will be escalated to a December 1997 delivery
month. The December 1997 escalated price will be
referred to in the following formula as the "December
1997 Index Amount". The 1998 Credit Memorandum for the
1998 Eligible Aircraft will not exceed an amount equal
to:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
Eligible Aircraft Delivering after 1998.
---------------------------------------
For Eligible Aircraft delivering after the calendar
year 1998, the amount of the Credit Memorandum will be the amount
calculated pursuant to paragraph 2.2 above as if the delivery was
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] This credit memorandum amount will be
escalated from December 1998 to the month of delivery.
Advance Payment Base Price.
--------------------------
It is agreed that the Advance Payment Base Prices for the
Block F Aircraft and the Block G Aircraft, herein the Eligible
Aircraft set forth in Article 5.1 of the Purchase Agreement
P.A. No. 1485
United Air Lines, Inc.
1485-09 Page 4
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] pursuant to this Letter Agreement.
Incorporation Point.
-------------------
The revised Advance Payment Base Prices specified in
paragraph 3.1 will be used for all payments due to Boeing after
the date of this Letter Agreement. Boeing will review the
advance payments made prior to the date of this Letter Agreement
and determine if there is an excess. Any excess will be deducted
from the next advance payment due to Boeing.
Escalating Credits (STE).
------------------------
It is agreed that the credit memoranda specified in Letter
Agreement No. 6-1162-TML-388 which escalate in accordance with
Exhibit D, is expressed as a percentage of the escalated Purchase
Price of the Aircraft, will be calculated using the same factors
used to develop the adjusted airframe escalation pursuant to this
Letter Agreement.
Very truly yours,
THE BOEING COMPANY
By /s/ M. O. Hurt
--------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 12, 1996
United Air Lines Inc.
By /s/ Douglas A. Hacker
---------------------
Its Senior Vice President and
Chief Financial Officer
Exhibit 10.17
6-1162-MDH-150
July 12, 1996
United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666
Subject: Letter Agreement No. 6-1162-MDH-150 to
Purchase Agreement No. 1485, 1595, 1602, 1663
and 1670 - [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Gentlemen:
Reference is made to Purchase Agreement Nos. 1485, 1595, 1602,
1663 and 1670 (each individually a "Purchase Agreement", and
collectively the "Purchase Agreements") between The Boeing
Company ("Boeing") and United Air Lines, Inc. ("Buyer") relating
to the sale by Boeing and the purchase by Buyer of 737, 747, 757,
767 and 777 aircraft (hereinafter referred to as the Aircraft).
This letter agreement ("Letter Agreement"), when accepted by
Buyer, will become part of each Purchase Agreement and will
evidence our further agreement with respect to the matters set
forth below.
All terms used herein and in the Purchase Agreements, not defined
herein, shall have the same meaning as in such Purchase
Agreements. If there is any inconsistency between the terms of
this Letter Agreement and any such Purchase Agreement or any
Purchase Agreement Amendment thereto the terms of this Letter
Agreement will govern.
United Air Lines, Inc.
6-1162-MDH-150 Page 2
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
This letter Agreement sets forth certain business concessions
extended by Boeing to Buyer as part of the following Supplemental
Agreements to the Purchase Agreements {the Supplemental
Agreements}:
Supplemental Agreement No. 6 dated May 30, 1996 to
Purchase Agreement No. 1485
Supplemental Agreement No. 7 dated July 11, 1996 to
Purchase Agreement No. 1485
Supplemental Agreement No. 4 dated May 30, 1996 to
Purchase Agreement No. 1663
Supplemental Agreement No. 5 dated July 11, 1996 to
Purchase Agreement No. 1663
Supplemental Agreement No. 8 dated May 30, 1996 to
Purchase Agreement No. 1670
Supplemental Agreement No. 9 dated July 11, 1996 to
Purchase Agreement No. 1670
Each such Supplemental Agreement identified certain Aircraft to
be purchased by Buyer to satisfy certain commitments of Buyer as
set forth in Letter Agreement No. [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Such Aircraft
and their respective months and years of scheduled delivery are
set forth in Attachment No. 1 to this Letter Agreement
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Aircraft and their respective months and
years of scheduled delivery are set forth in such Attachment No.
1 to this Letter Agreement [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
United Air Lines, Inc.
6-1162-MDH-150 Page 3
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Such interest will be calculated using
the 90 day AA Federal Reserve Commercial Paper Composite rate as
posted on page 120 in Telerate (the Agreed Interest Rate), as on
the close of business on the first day of each quarter. The
accrued interest will be paid by wire transfer to Buyer on the
first business day of the following quarter. [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
United Air Lines, Inc.
6-1162-MDH-150 Page 4
A = B x C/(D-E) where
A = [*CONFIDENTIAL
MATERIAL OMITTED
B = AND FILED
SEPARATELY WITH
C = THE SECURITIES
AND EXCHANGE
D = COMMISSION PURSUANT
TO A REQUEST
E = FOR CONFIDENTIAL
TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
1.2.1 Letter Agreement No. 1670-5R dated as of
December 18, 1990, accepted and agreed to by Buyer on August
2, 1991 is amended to delete the Model 747-422 Option
Aircraft listed in Attachment No. 2 hereto, and as so
amended such Letter Agreement No. 1670-5R shall remain in
full force and effect, and
1.2.2 the following letter agreements shall be
deemed canceled and of no further force and effect:
Letter Agreement No. Purchase Agreement
- ------------------- No.
Title ------------------
-----
1485-8* Option Aircraft (Block E) 1485
1663-5 Option Aircraft 1663
1595-4 Option Aircraft 1595
United Air Lines, Inc.
6-1162-MDH-150 Page 5
Notwithstanding the cancellation of Letter Agreement No. 1485-8,
Boeing and Buyer agree the provisions of paragraph 11
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] of Letter Agreement No. 6-1162-TML-388
shall be applicable to the [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
United Air Lines, Inc.
6-1162-MDH-150 Page 6
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
United Air Lines, Inc.
6-1162-MDH-150 Page 7
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
United Air Lines, Inc.
6-1162-MDH-150 Page 8
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
United Air Lines, Inc.
6-1162-MDH-150 Page 9
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Such interest under both advance payment schedules is to be
calculated at an annual rate of 9% on a 365/366 day year (simple
interest) up to and including the date of delivery of the
applicable Aircraft.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
2. Widebody Customer Support Matters.
---------------------------------
2.1 737-300/500 Thrust Reverser Warning Light.
-----------------------------------------
Following Boeing's receipt of Buyer's [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Boeing shall ship to Buyer the following:
Part No. Qty. Description
------- --- -----------
65-73606-170 12 Engine Accessory Unit
United Air Lines, Inc.
6-1162-MDH-150 Page 10
2.2 Boeing Pilot Training Programs - Model 747/757/777.
--------------------------------------------------
For the Model 747, 757, 767 and 777 aircraft, following Boeing's
receipt of Buyer's [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Boeing shall provide to Buyer the following
quantity of sets of Boeing Pilot Training Programs:
Qty
Description per Model
----------- ---------
Flight Training CBT Courseware [*CONFIDENTIAL
(including Flight Crew Training MATERIAL OMITTED
and Cabin Attendant) AND FILED SEPARATELY
WITH THE SECURITIES
Flight Crew Video Briefings AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST
Full sized colored instrument FOR CONFIDENTIAL
panel configuration illustration TREATMENT]
Electrically Plotted or Computer
Graphics Metafile Format
2.3 Model 777 Simulator Data Package.
--------------------------------
Following Boeing's receipt of [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing will
deliver to Buyer Model 777 Simulator Data Packages to allow Buyer
to:
2.3.1 Add 777 "B" Market capability to its "A"
Market Simulator; and
2.3.2 Add 777 "A" Market capability to its "B"
Market simulator.
2.4 Model 757 Simulator Data Package - 1997 Price.
---------------------------------------------
For Subsequent Sets of Model 757 Simulator Data Packages and
Concurrent Sets of Model 757 Simulator Data Packages purchased
under Letter Agreement No. 6-1162-GKW-263 to Purchase Agreement
No. 1485, Boeing shall extend to Buyer Boeing's 1997 price of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] per Subsequent Set [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] per Concurrent Set.
United Air Lines, Inc.
6-1162-MDH-150 Page 11
2.5 Flight Simulator Hardware Support.
---------------------------------
2.5.1 For the Model 747 and 757, Boeing will work with
Buyer to pre-implement a set of either long lead, or a complete
set of, hardware for a new simulator in the required simulator
tail number. Buyer will submit to Boeing a "coverage" P/O which
will not be executed until selection of a simulator manufacturer
to be used in this pre-implementation. Boeing also pre-
implements generic simulator long-lead hardware that may be
allocated to Buyer with appropriate notification. Kits are
allocated based on notification, lead times, training needs,
airplane delivery, etc. Notification must occur in a timely
fashion or kits may not be available as required by Buyer. Once
the kit is allocated, Buyer will then have first right of refusal
on it. Only hardware requirement dates of greater than six
months on receipt of order will be accepted by Boeing for
hardware required in addition to allocated pre-implemented kit.
2.5.2 Required Boeing proprietary hardware may be
purchased at the then-current Boeing Spares Catalog prices. In
the event that Buyer elects to submit Purchase Orders to Boeing
for selected vendor hardware, such Purchase Orders shall be
processed by Boeing in the same manner as sustaining spares for
the Aircraft, in accordance with the applicable terms and
conditions of Spare Parts General Terms Agreement No. 22, dated
October 25, 1967 as amended and supplemented.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] This service will apply to Buyer's Fleet
indicated above and will be provided [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Buyer for a
period of ten (10) years commencing with the delivery of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
United Air Lines, Inc.
6-1162-MDH-150 Page 12
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
All Manuals specified in this paragraph 2.7 will be produced in
accordance with Air Transport Association (ATA) Specification
100, and to the revision level specified in the applicable
Purchase Agreement. [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] If Boeing introduces and
offers new technical documentation formats not currently offered,
Buyer may elect to substitute the formats, in lieu of the
existing formats, at Boeing's then current price and applicable
terms and conditions.
United Air Lines, Inc.
6-1162-MDH-150 Page 13
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
United Air Lines, Inc.
6-1162-MDH-150 Page 14
4. Confidentiality.
---------------
This Letter Agreement is subject to the confidentiality
provisions of the following Letter Agreements.
Letter Agreement No. Purchase Agreement No.
- ------------------- ---------------------
6-1162-GKW-132 1485
6-1162-DLJ-886 1670
6-1162-DLJ-832 1663
6-1162-GKW-653 1595
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please
indicate your acceptance and approval below.
Very truly yours,
THE BOEING COMPANY
By /s/ M. O. Hurt
--------------
Its Attorney in Fact
ACCEPTED AND AGREED TO this
Date: July 12, 1996
UNITED AIR LINES, INC.
By /s/ Douglas A. Hacker
-----------------
Its Senior Vice President and
Chief Financial Officer
Attachment No. 1 to
6-1162-MDH-150 Page 1
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Attachment No. 2 to
6-1162-MDH-150 Page 1
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Attachment No. 2 to
6-1162-MDH-150 Page 2
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Attachment No. 2 to
6-1162-MDH-150 Page 3
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Attachment No. 4 to
6-1162-MDH-150
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Attachment No. 5 to
6-1162-MDH-150 Page 1
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Attachment No. 6 to
6-1162-MDH-150 Page 1
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
