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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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
----- -----
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 July 31, 1996
----- -------------
Common Stock ($0.01 par value) 58,403,390
UAL Corporation and Subsidiary Companies Report on Form 10-Q
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For the Quarter Ended June 30, 1996
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Index
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Part I. Financial Information Page No.
- ------ --------------------- --------
Item 1. Financial statements:
Condensed statements of consolidated 3
financial position - as of June 30, 1996
(unaudited) and December 31, 1995
Statements of consolidated operations 5
(unaudited) - for the three months and
six months ended June 30, 1996 and 1995
Condensed statements of consolidated 7
cash flows (unaudited) - for the six
months ended June 30, 1996 and 1995
Notes to consolidated financial 8
statements (unaudited)
Item 2. Management's discussion and analysis 11
of financial condition and results of
operations
Part II. Other Information
- ------- -----------------
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 18
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 22
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Exhibit Index 23
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Exhibit 10.1
FOURTH AMENDMENT
UAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
(Effective as of July 12, 1994)
By virtue and in exercise of the amending power reserved
to UAL Corporation (the "Company") under Section 13.1(a) of the
UAL Corporation Employee Stock Ownership Plan (effective as of
July 12, 1994) (the "Plan"), which amending power thereunder is
subject to the approval of the Air Line Pilots Association
International ("ALPA") and the International Association of
Machinists and Aerospace Workers (the "IAM"), the Company hereby
amends the Plan, subject to the approval of ALPA and the IAM, as
follows, effective as of August 1, 1996 (except as specified
below).
1. The following new paragraph is added immediately
following the third paragraph of the material labelled
"Transaction" which precedes Section 1:
"The parties to the Recapitalization Agreement have
recognized that the value of the Common Stock has increased
significantly since the effective date of the Plan. That
increase is expected to result in an increase in the price
at which the Trustee will acquire Class 1 Non-Voting
Preferred Stock starting in 1996. As a result of the
significant price increase and limitations imposed under the
Internal Revenue Code, the parties to the Recapitalization
Agreement anticipate that the portion of the underlying
shares of Preferred Stock which will be available under Part
A may be reduced from 78.15% starting in 1996, as
contemplated by Section 1.6(q) of the Recapitalization
Agreement. Any reduction in the Class 1 Non-Voting
Preferred Stock under Part A for a Plan Year will be offset
by a corresponding increase for that year in the shares of
Preferred Stock under Part B and the Supplemental Plan."
2. The material labelled "Part A" which precedes
Section 1 is amended by adding the following new paragraph to
the end of such material:
"For the Plan Years beginning on and after January 1,
1996, the foregoing percentages will be adjusted as set
forth in Section 5.4(a)(i)(A) to take into account the
expected limitations on the amount of shares of Preferred
Stock which can be delivered under Part A because of
limitations under the Code. It is expected that such Code
limitations will result in an overall reduction of the
number of shares of Preferred Stock which can be delivered
in Part A. It is also expected that the total number of
shares to be delivered in Part A to the Management and
Salaried Employee Group will be unchanged, that the total
number of shares to be delivered in Part A to the IAM
Employee Group will be reduced, and that the total number of
shares to be delivered in Part A to the ALPA Employee Group
may be reduced. The Company shall, pursuant to an agreement
entered into pursuant to Section 1.6(q) of the
Recapitalization Agreement among the Company and the unions
representing the members of the ALPA and IAM Employee
Groups, determine the number of shares which are expected to
be delivered under Part A, determine the relevant
percentages among the Employee Groups, and cause any
reduction in the shares delivered under Part A to each
Employee Group to be offset by a corresponding increase in
the number of shares delivered under Part B and the
Supplemental Plan to that Employee Group, so that the total
number of shares delivered to each Employee Group will be
unchanged."
3. Section 1(p) is amended by adding the following to
the end of the Section, it being understood that the language set
forth below is intended only as an explanation of the original
intent of the Plan and not as a substantive change to the Plan,
and is therefore effective July 12, 1994:
"Compensation shall not include amounts paid in an
employee contest or drawing of any type."
4. The following is added after the first sentence of
Section 3.1(a)(i):
"For Plan Years 1996 through 1999 inclusive, the
Company's contribution under Part A (and the corresponding
principal payment due for the initial year of each
Additional Acquisition Loan entered into for such years)
shall be limited to the maximum contribution which the
Company reasonably determines in consultation with its
advisers can be made consistent with (w) satisfaction of the
principles set forth in Section 1.6(l) of the
Recapitalization Agreement, (x) achieving a high degree of
certainty that the limits of Code Section 415(c)(6) shall
not be exceeded, (y) avoiding an allocation which would be
expected to cause all members of an Employee Group to exceed
the limits of Code Section 415(c), and (z) limiting the
release of shares of Class 1 Non-Voting Preferred Stock from
the suspense accounts under the Acquisition Loans so that
there are available for allocation that year sufficient
shares of Class 2 Non-Voting Preferred Stock for each
Employee Group to permit appropriate allocations in the
Supplemental ESOP to individuals whose allocations reached
the limit of Code Section 415(c). The Company's
contribution shall be determined under the Agreement
Pursuant to Section 1.6(q) of the Recapitalization Agreement
(the "1.6(q) Agreement") entered into by the Company, ALPA
and the IAM, which provides that the amount of the
contribution shall not be made by reconsidering the
principles set forth in clauses (w) through (z), but shall
instead be made by using the same methodology which was used
by the Company (and verified by the Committee) for the
determination of the Revised Class 1 Decimal under the
1.6(q) Agreement, and that such methodology shall be applied
by using such updated data as may be reasonably available to
the Company prior to the determination of the contribution."
5. Section 5.4(a)(i)(A) is amended by adding the
following to the end of the Section:
"For Class 1 Non-Voting Preferred Stock released for
Plan Years beginning on or after January 1, 1996 and before
January 1, 2000, the allocation percentage shall be
determined by the Company as described below. There shall
be determined the number of shares of Class 1 Non-Voting
Preferred Stock available for allocation for the Plan Year,
which is equal to the sum of (x) the number of shares of
Class 1 Non-Voting Preferred Stock which will be released
for the Plan Year on account of repayment of all Acquisition
Loans and (y) the number of shares held in the suspense
account referred to in Section 5.5(f) on account of excess
contributions in the preceding Plan Year. The number of
shares of Class 1 Non-Voting Preferred Stock to be allocated
for the Plan Year on behalf of dividends paid on previously-
allocated shares shall be determined for each Employee
Group. The allocation percentage for the Management and
Salaried Employee Group shall be the percentage which will
result in a total allocation of 497,983.6564 shares of
Class 1 Non-Voting Preferred Stock, including the shares to
be allocated on account of dividends paid on previously-
allocated shares. The percentage to be allocated to the
members of the IAM Employee Group shall be the least of (xx)
the percentage which would result in a total allocation to
the IAM Employee Group of 1,129,952.550 shares of Class 1
Non-Voting Preferred Stock for such Plan Year, including
shares to be allocated based upon dividends paid on
previously-allocated shares, (yy) the percentage which is
expected to result in the allocation of the sum of (i) the
shares to be allocated based upon dividends paid on
previously-allocated shares, plus (ii) the amount the
Company reasonably determines, in consultation with its
advisers, as the maximum allocation which can be made
consistent with avoiding an allocation which would be
expected to cause all members of the IAM Employee Group to
exceed the limits described in Section 5.4(a)(iii), or (zz)
the percentage which was contemplated for the allocation to
the IAM Employee Group upon consummation of the Additional
Acquisition Loan entered into during such Plan Year. The
allocation percentage to the ALPA Employee Group shall be
one minus the sum of the allocation percentage to the
Management and Salaried Employee Group and the IAM Employee
Group."
6. Section 5.4(a)(iii) is amended by adding the
following to the end of the Section:
"Effective for Plan Years beginning on or after January
1, 1996, for purposes only of allocations of contributions
under Part A, the amount of the limitation under Code
Section 415(c) shall be reduced by an amount which is
reasonably estimated by the Company for each Employee Group,
as necessary to permit the allocation of Voting Preferred
Stock under Section 5.4(c)(i), without violating the
limitation of Code Section 415(c). For this purpose, the
amount of the reduction in the limitation may be estimated
in any reasonable way, and such estimation may be made on a
group-wide, rather than an individual basis; the amount of
the reduction in the limitation need not be the same for
each Employee Group."
7. Section 5.4(a)(viii) shall be redesignated as
clause (ix), the first word of such clause shall be changed from
"eighth" to "ninth", the reference "clauses (i) through (vii)"
shall be changed to a reference to "clauses (i) through (viii)",
and there shall be inserted a new clause (viii) as follows:
"(viii) Eighth. If the allocation of Employer
contributions described in clause (vii) results in a
violation of Code Section 415(c) for all members of any
Employee Group (after reallocating any excess allocation
owing to members of such Employee Group), then the excess
allocation, and the shares released from repayment of
Acquisition Loans resulting from such excess allocation,
shall be placed in the suspense account referred to in
Section 5.5(f), and the tentative allocations shall become
final. For this purpose, shares shall first be allocated in
any Plan Year from the suspense account referred to in
Section 5.5(f), and then from the shares released on account
of repayment of Acquisition Loans, in the order the
Acquisition loans were entered into."
8. Section 5.5(d) is amended by adding the following
to the end of the Section:
"For Plan Years beginning on or after January 1, 1996,
Part B shall generally continue to be reduced before Part A,
but Part A shall be reduced prior to Part B to the extent
set forth in the provisions of Section 5.4(a)(iii) which
refer to Voting Preferred Stock."
9. Section 5.5(f) is amended to read as follows:
"(f) Excess Allocations. If, after applying the
allocation provisions under Section 5.4, allocations under
Section 5.4 would otherwise result in a violation of Code
Section 415, the ESOP Committee shall reduce Employer
Contributions for the next limitation year for all
Participants and shall hold excess amounts in a Suspense
Account for allocation in a subsequent Plan Year in
accordance with Reg. Section 1.415-6(b)(6)(iii). The shares
of Class 1 Non-Voting Preferred Stock which correspond to
such excess contribution amounts shall also be held in such
Suspense Account for allocation to Participants in a
subsequent Plan Year. If an amount is held in the Suspense
Account referred to in this subsection (f) after the
completion of allocations for any Plan Year, then such
amount shall be allocated as part of the Employer
Contribution for the immediately following Plan Year. Such
amount shall be included in calculating the allocation
percentage among the Employee Groups, pursuant to Section
5.4(a)(i). Accordingly, in a Plan Year in which amounts
held in the Suspense Account are allocated, the total
Employer Contributions, including the amounts held in the
Suspense Account, shall be allocated according to the
allocation percentages established under Section 5.4(a)(i).
The intended result of the allocation is that the Suspense
Account should not alter the agreed-upon cumulative division
of shares among the Employee Groups in Parts A and B and the
Supplemental ESOP."
10. Section 7.2 is amended, effective as of the date
this amendment is adopted and approved, by adding the following
immediately before the words "provided, however":
"or the Participant is determined to have a Total
Disability"
IN WITNESS WHEREOF, the Company has caused this Fourth
Amendment to be executed on July 16, 1996.
UAL CORPORATION
/s/ Douglas A. Hacker
---------------------
APPROVED BY:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
/s/ J. Randolph Babbitt
-----------------------
/s/ Michael H. Glawe
--------------------
INTERNATIONAL ASSOCIATION
OF MACHINISTS AND
AEROSPACE WORKERS
/s/ Kenneth W. Thiede
---------------------
Exhibit 10.2
FOURTH AMENDMENT
UAL CORPORATION
SUPPLEMENTAL ESOP
(Effective as of July 12, 1994)
By virtue and in exercise of the amending power reserved
to UAL Corporation (the "Company") under Section 13.1(a) of the
UAL Corporation Supplemental ESOP (effective as of July 12, 1994)
(the "Plan"), which amending power thereunder is subject to the
approval of the Air Line Pilots Association International
("ALPA") and the International Association of Machinists and
Aerospace Workers (the "IAM"), the Company hereby amends the
Plan, subject to the approval of ALPA and the IAM, as follows,
effective as of August 1, 1996 (except as specified below).
1. Section 1.1(c) is amended by adding the following
to the end of the Section:
"For Convertible Shares to be allocated under this Plan
for Plan Years beginning on or after January 1, 1996, the
percentages to be allocated shall be determined as follows:
The number of Convertible Shares to be allocated under this
Plan shall, for each Plan Year prior to the Plan Year
beginning January 1, 2000, be the remainder of deducting the
shares allocated under Part A of the ESOP from 3,073,973.
For the Plan Year beginning January 1, 2000, the total
number of shares allocated under this Plan shall equal the
remaining Convertible Shares to be allocated to all Employee
Groups, after the allocation under Part A of the ESOP. The
number of shares to be allocated to each of the Employee
Groups for each Plan Year (other than the Plan Year
beginning January 1, 2000) shall equal, for the ALPA Group,
the result of deducting the shares allocated under Part A of
the ESOP for such Plan Year from 1,421,097.718 shares, for
the IAM Employee Group, the result of deducting the shares
allocated under Part A of the ESOP for such Plan Year from
1,141,366.175 shares, and for the Management and Salaried
Group shall be the result of deducting the shares allocated
under Part A of the ESOP for such Plan Year from 511,509.107
shares. For the Plan Year beginning January 1, 2000, the
number of shares to be allocated to each Employee Group
under this Plan shall be the total number of shares
remaining to be allocated to such Employee Group, after the
allocations under Part A of the ESOP."
2. Section 2.2(a) is amended by adding the following
to the end of the Section:
"Notwithstanding the foregoing, the maximum number of
Convertible Shares issued under this Plan and the ESOP (Part
B) shall be the result of deducting from 17,675,345 the
number of Convertible Shares allocated under Part A."
3. Section 3.1(b)(i) is amended to read as follows,
effective as of the date this amendment is adopted and approved:
"(i) as soon as practicable following the Valuation
Date coinciding with or next following the later of (x) the
earlier of the Participant's termination of employment with
the Employer and its Affiliates and the date the Participant
is determined to have a Total Disability, or (y) December
31, 1995, the Company shall pay such Participant (or, if
such Participant is not living at the time for payment, to
such Participant's Beneficiary) the value of the
Participant's vested Account; and"
4. Section 3.1(c)(v) is amended by adding the
following to the end of the Section:
"In the case of any member of the IAM Employee Group
whose employment with the Employer and its Affiliates is not
terminated at the time of his election, the foregoing
sentence shall not apply. Instead, any such election (or
modification or revocation thereof) shall be void unless
made (x) at least one year prior to the Participant's
termination of employment with the Employer (and its
Affiliates), (y) for a member of the IAM Employee Group who
had Convertible Shares allocated to the Participant's
Account under this Plan for the 1995 Plan Year, by September
15, 1996, or (z) for a member of the IAM Employee Group who
did not have Convertible Shares allocated to the
Participant's Account in this Plan for the 1995 Plan Year,
by December 31, 1996."
IN WITNESS WHEREOF, the Company has caused this Fourth
Amendment to be executed on July 16, 1996.
UAL CORPORATION
/s/ Douglas A. Hacker
---------------------
APPROVED BY:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
/s/ J. Randolph Babbitt
-----------------------
/s/ Michael H. Glawe
--------------------
INTERNATIONAL ASSOCIATION
OF MACHINISTS AND
AEROSPACE WORKERS
/s/ Kenneth W. Thiede
---------------------
Exhibit 10.3
AGREEMENT PURSUANT TO
SECTION 1.6(q) OF RECAPITALIZATION AGREEMENT
WHEREAS, UAL Corporation, a Delaware Corporation (the
"Company"), Air Line Pilots Association International ("ALPA")
and International Association of Machinists and Aerospace Workers
(the "IAM") are parties to an Amended and Restated Agreement and
Plan of Recapitalization dated March 25, 1994 ("Recapitalization
Agreement");
WHEREAS, the parties to the Recapitalization Agreement
have recognized that due to increases in the price of the common
stock of the Company, it is expected that the Class 1 ESOP
Preferred Stock to be purchased by the Trustee in 1996 and
subsequent years may, unless the number of such shares to be
purchased are adjusted, cause allocations under the ESOP to be in
an amount which would exceed the limitations of Internal Revenue
Code ("Code") Section 415(c); and
WHEREAS, Section 1.6(q) of the Recapitalization
Agreement provides that the parties agree to cooperate to modify
the number of Class 1 ESOP Preferred Shares to be sold and to
make appropriate conforming modifications to the related
documents to avoid allocations in excess of the limitations of
Code Section 415; and
WHEREAS, this agreement ("Agreement") is entered into
pursuant to Section 1.6(q) of the Recapitalization Agreement.
NOW, THEREFORE, the Company, ALPA, and the IAM hereby
agree as follows:
1. Unless otherwise defined in this Agreement,
capitalized terms used in this Agreement shall have the meaning
set forth in the Recapitalization Agreement.
2. The parties hereto recognize that in order to
satisfy the limitations of Code Section 415, it will likely be
necessary to reduce the number of shares of ESOP Preferred
purchased by the Trustee in 1996 and subsequent years. It is the
intent of the parties to set forth in this Agreement a revised
method of determining the number of shares of ESOP Preferred to
be offered to the Trustee for purchase pursuant to Section 1.6(e)
of the Recapitalization Agreement. It is the intent of the
parties hereto that to the extent the number of shares of ESOP
Preferred are reduced under this Agreement, there shall be a
corresponding increase in the number of shares of Supplemental
ESOP Preferred, with the result being that the sum of the ESOP
Preferred and Supplemental ESOP Preferred, on both an annual and
cumulative basis, will be unchanged by this Agreement.
3. The purchases of ESOP Preferred expected to be
made by the ESOP Trustee in 1996, 1997, 1998, and 1999, shall be
determined as if Section 1.6(e) of the Recapitalization Agreement
provided as follows:
"(e) At or about July 12, 1996, and at or about the
next three following anniversaries of July 12, 1996 (each of
the four July 12 dates a "Measuring Date Anniversary"), the
Company shall negotiate in good faith with the ESOP Trustee
to reach an agreement under which the Company shall issue to
the ESOP Trustee shares of ESOP Preferred at an agreed-upon
price per share (for each applicable plan year, the
"Purchase Price"). If such agreement is reached within 30
days of any Measuring Date Anniversary, then, within five
days thereafter, the Company shall sell to the ESOP Trustee,
and the ESOP Trustee shall purchase from the Company,
pursuant to an agreement substantially in the form of
Exhibit A to this Agreement, a number of shares of ESOP
Preferred (with respect to each such year, the "Subsequent
Shares"), which number of shares shall equal, for each such
plan year, the Subsequent Year Release Shares (as defined)
divided by the Subsequent Year Decimal (as defined).
(i) The term "Subsequent Year Release Shares" shall
mean, for each such plan year, the excess of
(xx) the product of
(A) 12/69ths of the Final Number and
(B) the Revised Class 1 Decimal (as
defined below) over
(yy) the number of Year 1 Remaining Shares and
Subsequent Year Remaining Shares (as
defined below) (collectively, "Tail
Shares") scheduled to be released in such
plan year.
(ii) The term "Subsequent Year Decimal" shall be
calculated separately for each such plan year and
shall mean one minus the product of
(yy) a fraction (expressed as a decimal) having
a numerator equal to the Dollar Amount and
a denominator equal to the Purchase Price
for the plan year in question, and
(zz) the number of years and fractional years
from the end of the plan year for which
such shares are being issued to March 31,
2000.
(iii) The term "Revised Class 1 Decimal" shall mean
the factor (not to exceed .7815) which is
determined by the Company no later than each
Measuring Date Anniversary. The amount of the
Revised Class 1 Decimal shall be the amount
which is reasonably estimated to result in the
number of Subsequent Year Release Shares which,
when added to the Tail Shares scheduled to be
released in such plan year, will maximize the
Revised Class 1 Decimal consistent with (ww)
satisfaction of the principles set forth in
Section 1.6(l), (xx) achieving a high degree of
certainty that the limits of Internal Revenue
Code Section 415(c)(6) shall not be exceeded,
(yy) avoiding an allocation of contributions
which would cause all members of an Employee
Group (as defined in the ESOP) to exceed the
limits of Internal Revenue Code Section 415(c),
and (zz) limiting the purchase of ESOP Preferred
so that there can be allocated sufficient shares
of Supplemental ESOP Preferred for each Employee
Group to permit appropriate allocations in the
Supplemental ESOP to individuals whose
allocations in the ESOP reached the limit of
Code Section 415(c). The Company and its
advisors shall, prior to each Measuring Date
Anniversary, present to the Committee (as
defined in the ESOP) the calculation of the
Revised Class 1 Decimal, and the Committee shall
review such calculation to verify that the
Revised Class 1 Decimal was calculated according
to the methodology described above. It is the
understanding of the parties hereto that in
making the verification referred to in the
preceding sentence, the members of the Committee
are acting on behalf of the ALPA (in the case of
the Committee members appointed by ALPA), the
IAM (in the case of the Committee members
appointed by the IAM) and the Company (in the
case of the Committee member appointed by the
Company), and are not acting as fiduciaries. In
making such verification, the members of the
Committee appointed by ALPA shall, acting as a
group, cast a single vote, the members of the
Committee appointed by the IAM shall, acting as
a group, cast a single vote, and the member
appointed by the Company shall cast a single
vote. The calculation of the Revised Class 1
Decimal shall only be considered verified if all
three of such votes are cast in favor of
verification. If the Committee has not verified
the calculation of the Revised Class 1 Decimal
determined by the Company by a Measuring Date
Anniversary, then the Revised Class 1 Decimal
shall be determined pursuant to the provisions
of this Agreement other than Section 1.6(e)
(including Section 1.6(q), which generally
contemplates that the Company, the IAM and ALPA
will cooperate to modify the Class 1 Decimal).
The parties agree that the result of the
calculations described above for each plan year
may be a range of values for the Revised Class 1
Decimal, including but not limited to a value to
be applicable to each possible Purchase Price.
The Subsequent Year Release Shares for each such plan
year shall be released from the ESOP suspense account and
allocated to the accounts of ESOP participants as of the end
of such plan year; provided, however, that by the due date
for each contribution by the Company to be used by the ESOP
Trustee for loan repayment, the Company shall in
consultation with its advisers, make a reasonable estimate
of the maximum contribution which can be made to Part A of
the ESOP (as defined in the ESOP) consistent with (www)
satisfaction of the principles set forth in Section 1.6(l),
(xxx) achieving a high degree of certainty that the limits
of Internal Revenue Code Section 415(c)(6) shall not be
exceeded, (yyy) avoiding an allocation of contributions
which would cause all members of an Employee Group to exceed
the limits of Internal Revenue Code Section 415(c), and
(zzz) limiting the purchase of ESOP Preferred so that there
can be allocated sufficient shares of Supplemental ESOP
Preferred for each Employee Group to permit appropriate
allocations in the Supplemental ESOP to individuals whose
allocations in the ESOP reached the limit of Code Section
415(c). The estimate of the Company referred to in the
preceding sentence shall not be made by reconsidering the
principles set forth in clauses (www) through (zzz), but
shall instead be made by using the same methodology which
was used by the Company (and verified by the Committee) for
the determination of the Revised Class 1 Decimal, and such
methodology shall be applied by using such updated data as
may be reasonably available to the Company prior to the
determination of the contribution. The balance of the
Subsequent Shares for such plan year (the "Subsequent Year
Remaining Shares") shall be released from the ESOP suspense
account and allocated to the accounts of ESOP participants
in level installments for each full plan year (and prorated
for the quarter ending March 31, 2000) remaining in the
period from the January 1 immediately following such plan
year through March 31, 2000. Notwithstanding the foregoing,
if (aaa) pursuant to this paragraph, the Company's
contribution was not sufficient to cause all Subsequent Year
Release Shares to be released from the ESOP suspense
account, or (bbb) the Company's contribution caused all
members of an Employee Group to reach the limit under
Internal Revenue Code Section 415(c), thus causing the
creation of a suspense account under Treasury Regulation
Section 1.415-6(b)(6)(iii), then the Subsequent Year Release
Shares which were not allocated to the accounts of ESOP
participants in the year such shares were purchased by the
ESOP Trustee shall be considered Subsequent Year Remaining
Shares and shall be allocated in the next following year.
For each of the third through sixth plan years of the
Supplemental ESOP, there shall be credited to the accounts
of Supplemental ESOP participants shares of Supplemental
ESOP Preferred equal to the remainder of (aa) 12/69ths of
the Final Number and (bb) the number of shares of ESOP
Preferred allocated to the accounts of ESOP participants
that year."
4. The parties agree that the Company shall adopt the
fourth amendment to the ESOP and the fourth amendment to the
Supplemental ESOP in substantially the form attached hereto as
Exhibits B and C, and ALPA and the IAM hereby approve such
amendments.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed by their respective authorized
officers as of this 16th day of July, 1996.
UAL CORPORATION
By /s/ Douglas A. Hacker
---------------------
Its Senior Vice President and
-------------------------
Chief Financial Officer
-----------------------
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
By /s/ J. Randolph Babbitt
-----------------------
Its President
---------
By /s/ Michael H. Glawe
--------------------
Michael H. Glawe
MEC Chairman
INTERNATIONAL ASSOCIATION OF
MACHINISTS AND AEROSPACE WORKERS
By /s/ Kenneth W. Thiede
---------------------
Its President and General Chairman
------------------------------
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-89lR3 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]
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]
P.A. No. 1670
SA 8-2
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
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
------------- --------
[*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 [*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] 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] [*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
[*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
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
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
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
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
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
Exhibit 10.5
Supplemental Agreement No. 9
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 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 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.
Agreement No. Subject
------------- -------
6-1162-DLJ-891R4 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 the new paragraph 2.1 contained in Attachment 1
hereto, [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
3. Article 5, entitled Payment, paragraph 5.1, entitled Advance
Payment Base Price, is hereby deleted and replaced with the new
paragraph 5.1 contained in Attachment 2 hereto, 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]
P.A. No. 1670 SA 9-2
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.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
5. Buyer agrees that the invoices for the [*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.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 SA 9-3
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 SA 9-4
8. This Supplemental Agreement is subject to the
confidentiality provisions of Letter Agreement 6-1162-DLJ-886.
9. 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. O. Hunt By: /s/ Douglas A. Hacker
-------------- ---------------------
Its: Attorney in Fact Its: Senior Vice President
---------------- ---------------------
Chief Financial Officer
-----------------------
P.A. No. 1670 SA 9-5
Attachment 1 to
Supplemental Agreement No. 9
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 of
Month and Year of Delivery Aircraft Status
{as of S.A. No. 9}
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
[*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
Attachment 1 to
Supplemental Agreement No. 9
[*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
Attachment 2 to
Supplemental Agreement No. 9
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 MATERIAL OMITTED
October 1992 AND FILED SEPARATELY WITH
December 1992 THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST
April 1993 FOR CONFIDENTIAL TREATMENT]
August 1993
November 1993
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]
[*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
Attachment 2 to
Supplemental Agreement No. 9
[*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 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
Supplemental Agreement No. 9
[*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
Supplemental Agreement No. 9
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A. No. 1670 2-2
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]
United Air Lines, Inc.
1670-06 Page 2
[*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]
United Air Lines, Inc.
1670-06 Page 4
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Very truly yours,
THE BOEING COMPANY
By /s/ M. O. Hunt
--------------
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 10.7
6-1162-DLJ-89IR3
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
United Air Lines, Inc.
6-1162-DLJ-89lR3 Page 2
[*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
United Air Lines, Inc.
6-1162-DLJ-89lR3 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
United Air Lines, Inc.
6-1162-DLJ-89lR3 Page 4
[*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
United Air Lines, Inc.
6-1162-DLJ-89lR3 Page 5
[*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
United Air Lines, Inc.
6-1162-DLJ-89lR3 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
United Air Lines, Inc.
6-1162-DLJ-89lR3 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 Offier
----------------------
P.A. No. 1670 S/A 8
Exhibit 10.8
6-1162-DLJ-891R4
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
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]
P.A. No. 1670 SA-9
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]
P.A. No. 1670 SA-9
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]
P.A. No. 1670 SA-9
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. Hunt
--------------
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
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]
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 199S 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
May 1996 TO A REQUEST FOR
June 1996 CONFIDENTIAL 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
------------------- -----------------------
[*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.
[*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. Hunt 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 buy 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
------------------- -----------------------
[*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]
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
[*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. 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.
[*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-077
Page 2
[*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-077
Page 3
[*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. Hunt
--------------
Its Attorney in Fact
----------------
ACCEPTED AND AGREED TO this
Date: April 6, 1996
UNITED AIR LINES, INC.
By /s/ Frederic Brace
------------------
Its Vice President and Controller
-----------------------------
Exhibit 10.12
6-1162-MDH-131
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 Aigreement) 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.
[*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-131 Page 2
[*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 vour acceptance and approval below.
Very truly yours.
THE BOEING COMPANY
By /s/ M. O. Hunt
--------------
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. 1663
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. [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
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 [*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]
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.
P.A. No. 1485 S6-8
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 S6-9
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 S6-10
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 S6-11
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 S6-12
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 S6-13
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. [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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]
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]
P.A. No. 1485 S7-2
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]
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. Hunt By: /s/ Douglas Hacker
-------------- ------------------
Its: Attorney in Fact Its: Senior Vice President
---------------- ---------------------
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]
United Air Lines, Inc.
1485-09 Page 2
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
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]
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]
Very truly yours,
THE BOEING COMPANY
By /s/ M. O. Hunt
--------------
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. 1485
Exhibit 10.16
Change Order No. 10 to
Purchase Agreement no. 1485
Page 1
CHANGE ORDER NO. 10
DATED February 1, 1996
TO
PURCHASE AGREEMENT NO. 1485
BETWEEN
THE BOEING COMPANY
AND
UNITED AIR LINES, INC.
Purchase Agreement No. 1485, dated October 25, 1988 between The
Boeing Company and United Air Lines, Inc. as previously amended
(the Agreement) is hereby further amended as follows:
I. Effect of Changes on Exhibit A (Detail Specification).
-----------------------------------------------------
The attached Weight and Price Tabulation including the
effects of the changes listed are hereby deemed incorporated into
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
II. Effect of Changes on the Purchase Agreement (Except Exhibit A).
--------------------------------------------------------------
The effects of the foregoing changes, except Rapid
Revisions, are as follows:
A. Delivery schedule.
-----------------
There is no change to the Aircraft delivery schedule as
set forth in Article 2.1 of the Agreement on account of the
attached changes.
B. Aircraft Price.
--------------
The Basic Price of each affected Model 757-222
Aircraft, as set forth in Article 3 of the Agreement is adjusted
on account of the foregoing changes as follows:
Change Order No. 10 to
Purchase Agreement no. 1485
Page 2
Contract 1987 $s STE
Delivery Contract Price
Month Block No. Adjustment
----- --------- ----------
April 1996 E [*CONFIDENTIAL MATERIAL
May 1996 E OMITTED AND FILED SEPARATELY
June 1996 E 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]
C. Advance Payment Base Price.
--------------------------
There is no change in the Advance Payment Base Prices
set forth in Article 5.1 of the Agreement for the affected
Aircraft.
SIGNED as of the day and year first above written.
THE BOEING COMPANY
By /s/ M.O. Hurt
-------------
Title Attorney-in-Fact
----------------
UNITED AIR LINES, INC.
By /s/ Douglas A. Hacker
---------------------
Title Senior Vice President
---------------------
and Chief Financial Officer
---------------------------
Change Order No. 10 to
Purchase Agreement no. 1485
Page 3
WEIGHT AND PRICE TABULATION
---------------------------
757-222
-------
Post Contract Change Requests
-----------------------------
Change Number Change Title Engineering MEW OEW Change
Tab Block Price(1987
$s STE)
- ------------- ------------ --------- --- --- -------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Change Order No. 10 to
Purchase Agreement no. 1485
Page 4
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Change Order No. 10 to
Purchase Agreement no. 1485
Page 5
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Change Order No. 10 to
Purchase Agreement no. 1485
Page 6
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Change Order No. 10 to
Purchase Agreement no. 1485
Page 7
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Account Manager
Airplane Configuration
Change Order No. 10 to
Purchase Agreement no. 1485
Page 8
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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]
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
[*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]
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
Title No.
- -------------------- ----- ------------------
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]
United Air Lines, Inc.
6-1162-MDH-150 Page 10
[*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 11
[*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]
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. Hunt
--------------
Its Attorney in Fact
----------------
ACCEPTED AND AGREED TO this
Date: July 12, 1996
UNITED AIR LINES, INC.
By 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. 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. 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. 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. 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]
Exhibit 10.18
May 24, 1996
6-1162-RCN-870R3
United Air Lines, Inc.
Executive Offices
P.0. Box 66100
Chicago, IL 60666-0100
Attention: J. L. Pollock
Sr. Staff Representative
Aircraft Purchasing
Subject: [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] Letter Agreement
No. 6-1162-TML-1205
Reference: Letter Agreement No. 6-1162-TML-1205, dated
April 28, 1993; [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Dear Jerry:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
1. The following Supplemental Agreements contain either
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Aircraft (as defined in the referenced
Letter Agreement).
Supplemental Agreement No. 5 to P.A. 1670
Supplemental Agreement No. 5 to P.A. 1485
Supplemental Agreement No. 6 to P.A. 1670
Supplemental Agreement No. 11 to P.A. 1602
Supplemental Agreement No. 7 to P.A. 1670
Supplemental Agreement No. 8 to P.A. 1670
Supplemental Agreement No. 4 to P.A. 1663
Supplemental Agreement No. 6 to P.A. 1485
The accounting given below is for the effect of the above
Supplemental Agreements with respect to the matters discussed in
the Reference Letter.
United Air Lines, Inc.
6-1162-RCN-870R3
2. A total of [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to paragraph
no. 4 of the reference Letter Agreement. The status of these
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] is given below. The scheduled delivery
dates for the balance to go Aircraft are contained in Attachment
No. 1 hereto.
[*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]
[*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-RCN-870R3
[*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]
8. This letter is subject to the confidentiality provisions of
Letter Agreement 6-1162-GKW-132 for Purchase Agreement 1485,
Letter Agreement 6-1162-GKW-653 for Purchase Agreement 1595,
Letter Agreement 6-1162-DLJ-886 for Purchase Agreement 1670,
Letter Agreement 6-1162-DLJ-467 for Purchase Agreement 1602, and
Letter Agreement 6-1162-DLJ-832 for Purchase Agreement 1663.
United Air Lines, Inc.
6-1162-RCN-870R3
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters addressed 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 AIRLINES, INC.
By /s/ J.L. Pollock
----------------
Its Sr. Staff Specialist
--------------------
Aircraft Purchasing
-------------------
Attachment No. 1 to
6-1162-RCN-870R3
737 747
--- ---
Delivery Date Quantity Delivery Date Quantity
------------- -------- ------------- --------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Exhibit 10.19
July 12, 1996
6-1162-RCN-870R4
United Air Lines, Inc.
Executive Offices
P. 0. Box 66100
Chicago, IL 60666-0100
Attention: J. L. Pollock
Sr. Staff Representative
Aircraft Purchasing
Subject: [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]Letter Agreement No. 6-1162-TML-1205
Reference: Letter Agreement No. 6-1162-TML-1205, dated April
28, 1993; [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
Dear Jerry:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
1. The following Supplemental Agreements contain either
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT](as defined in the referenced Letter
Agreement).
Supplemental Agreement No. 5 to P.A. 1670
Supplemental Agreement No. 5 to P.A. 1485
Supplemental Agreement No. 6 to P.A. 1670
Supplemental Agreement No. 11 to P.A. 1602
Supplemental Agreement No. 7 to P.A. 1670
Supplemental Agreement No. 8 to P.A. 1670
Supplemental Agreement No. 4 to P.A. 1663
Supplemental Agreement No. 6 to P.A. 1485
Supplemental Agreement No. 9 to P.A. 1670
Supplemental Agreement No. 7 to P.A. 1485
Supplemental Agreement No. 5 to P.A. 1663
The execution of these Supplemental Agreements [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] under Letter Agreement No. 6-1162-TML-1205 and any
balance excess or shortfall pursuant to Paragraph 6 herein, shall
be applied against paragraph 1.3.1.3 of Letter Agreement No. 6-
1162-MDH-150.
The accounting given below is for the effect of the above
Supplemental Agreements with respect to the matters discussed in
the Reference Letter.
2. A total of [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]pursuant to paragraph no.
4 of the reference Letter Agreement. The status of these
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]is given below.
[*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-RCN-870R4
[*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-RCN-870R4
[*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-RCN-870R4
8. This letter is subject to the confidentiality provisions of
Letter Agreement 6-1162-GKW-132 for Purchase Agreement 1485,
Letter Agreement 6-1162-GKW-653 for Purchase Agreement 1595,
Letter Agreement 6-1162-DLJ-886 for Purchase Agreement 1670,
Letter Agreement 6-1162-DLJ-467 for Purchase Agreement 1602, and
Letter Agreement 6-1162-DLJ-832 for Purchase Agreement 1663.
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters addressed above, please
indicate your acceptance and approval below.
Very truly yours,
THE BOEING COMPANY
By /s/ M. O. Hunt
--------------
Its Attorney in Fact
----------------
ACCEPTED AND AGREED TO this
Date: July 12, 1996
UNITED AIRLINES, INC.
By /s/ J. L. Pollock
-----------------
Its Sr. Staff Specialist
--------------------
Aircraft Purchasing
-------------------