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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1995, Commission File Number 1-6033
UAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 36-2675207
(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
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 952-4000
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, 1995
Common Stock ($0.01 par value) 12,624,019
Part II
Other Information
Item 6. Exhibits and Reports on Form 8-K.
(a) * Exhibit 4.1 - Indenture dated as of April 3, 1995
between UAL Corporation ("UAL") and The Bank of New
York, as Trustee.
* Exhibit 4.2 - Officer's Certificate relating to UAL
Corporation's 6-3/8% Convertible Subordinated
Debentures due 2025.
* Exhibit 4.3 - Form of UAL Corporation's 6-3/8%
Convertible Subordinated Debenture due 2025.
* Exhibit 10.1 - First Amendment to UAL Corporation
Supplemental ESOP, dated February 22, 1995 and
effective as of July 12, 1994.
* Exhibit 10.2 - Letter Agreement Amendment No. 6-1162-
MMF-077 dated April 3, 1995 to the Agreement dated
December 18, 1990 between The Boeing Company and United
Air Lines, Inc. ("United") (and United Worldwide
Corporation) for acquisition of 777-200 aircraft (as
previously amended and supplemented, the "777-200
Purchase Agreement" (filed as Exhibit 10.7 to UAL's
annual report on Form 10-K for the year ended December
31, 1990, and supplements thereto filed as (i) Exhibits
10.1, 10.2 and 10.22 to UAL's quarterly report on Form
10-Q for the quarter ended June 30, 1993, (ii) Exhibit
10.2 to UAL's annual report on Form 10-K for the year
ended December 31, 1993, (iii) Exhibit 10.14 to UAL's
quarterly report on Form 10-Q for the quarter ended
June 30, 1994, and (iv) Exhibits 10.27 and 10.28 to
UAL's annual report on Form 10-K for the year ended
December 31, 1994)). (Exhibit 10.2 hereto is filed
with a request for confidential treatment of certain
portions.)
Exhibit 10.3 - Letter Agreement Amendment No. 6-1162-
RCN-837 dated February 17, 1995 to the 777-200 Purchase
Agreement. (Exhibit 10.3 hereto is filed with a
request for confidential treatment of certain
portions.)
* Exhibit 10.4 - Supplemental Agreement No. 6 dated as of
April 13, 1995 to the Agreement dated December 18, 1990
between The Boeing Company and United (and United
Worldwide Corporation) for acquisition of 747-400
aircraft (as previously amended and supplemented, the
"747-400 Purchase Agreement" (filed as Exhibit 10.8 to
UAL's annual report on Form 10-K for the year ended
December 31, 1990, and supplements thereto filed as (i)
Exhibits 10.4 and 10.5 to UAL's annual report on Form
10-K for the year ended December 31, 1991, (ii)
Exhibits 10.3, 10.4, 10.5, 10.6 and 10.22 to UAL's
quarterly report on Form 10-Q for the quarter ended
June 30, 1993, (iii) Exhibit 10.3 to UAL's annual
report on Form 10-K for the year ended December 31,
1993, (iv) Exhibit 10.14 to UAL's quarterly report on
Form 10-Q for the quarter ended June 30, 1994, and (v)
Exhibits 10.29 and 10.30 to UAL's annual report on Form
10-K for the year ended December 31, 1994)). (Exhibit
10.4 hereto is filed with a request for confidential
treatment of certain portions.)
Exhibit 10.5 - Letter Agreement Amendment 6-1162-DLJ-
891R2 dated April 13, 1995 to the 747-400 Purchase
Agreement. (Exhibit 10.5 hereto is filed with a
request for confidential treatment of certain
portions.)
Exhibit 10.6 - Letter Agreement Amendment 6-1162-MMF-
084 dated April 13, 1995 to the 747-400 Purchase
Agreement. (Exhibit 10.6 hereto is filed with a
request for confidential treatment of certain
portions.)
* Exhibit 10.7 - Letter Agreement Amendment 6-1162-RCN-
870 dated April 13, 1995 to the 747-400 Purchase
Agreement. (Exhibit 10.7 hereto is filed with a
request for confidential treatment of certain
portions.)
* Exhibit 10.8 - Change Order No. 1 dated April 13,
1995 to the 747-400 Purchase Agreement. (Exhibit
10.8 hereto is filed with a request for confidential
treatment of certain portions.)
* Exhibit 10.9 - Supplemental Agreement No. 5 dated as
of April 13, 1995 to the Agreement dated April 26,
1989 between The Boeing Company and United for
acquisition of 757-200 and 737 aircraft (as relates
solely to the 757-200 aircraft and as previously
amended and supplemented, the "757-200 Purchase
Agreement" (filed as Exhibit 10(K) to UAL's Form 10-
K for the year ended December 31, 1989, and
supplements thereto filed as (i) Exhibits 10.14,
10.15, 10.16, 10.17, 10.18, 10.19, and 10.22 to
UAL's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993, and (ii) Exhibit 10.14 to UAL's
quarterly report on Form 10-Q for the quarter ended
June 30, 1994)). (Exhibit 10.9 hereto is filed with
a request for confidential treatment of certain
portions.)
* Exhibit 10.10 - Supplemental Agreement No. 11 dated
as of April 13, 1995 to the Agreement dated March 1,
1990 between The Boeing Company and United for
acquisition of 767-300ER aircraft (as previously
amended and supplemented, the "767-300ER Purchase
Agreement" (filed as Exhibit 10(L) to UAL's Form 10-
K for the year ended December 31, 1989, and
supplements thereto filed as (i) Exhibits 10.7,
10.8, 10.9, 10.10, 10.11, 10.12, 10.13 and 10.22 to
UAL's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993, and (ii) Exhibit 10.14 to UAL's
quarterly report on Form 10-Q for the quarter ended
June 30, 1994)). (Exhibit 10.10 hereto is filed
with a request for confidential treatment of certain
portions.)
Exhibit 10.11 - Letter Agreement Amendment 6-1162-
DLJ-472R2 dated April 13, 1995 to the 767-300ER
Purchase Agreement. (Exhibit 10.11 hereto is filed
with a request for confidential treatment of certain
portions.)
* Exhibit 10.12 - Agreement dated as of March 24, 1995
between United, UAL and James M. Guyette.
* Exhibit 11 - Calculation of fully diluted
net earnings per share.
* Exhibit 12.1 - Computation of Ratio of
Earnings to Fixed Charges.
* Exhibit 12.2 - Computation of Ratio of Earnings to
Fixed Charges and Preferred Stock Dividend
Requirements.
* Exhibit 27 - Financial Data Schedule.
________________________
* Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned thereunto duly authorized.
UAL CORPORATION
By: /s/ Douglas A. Hacker
Douglas A. Hacker
Senior Vice President-Finance
(Principal Financial and
Accounting Officer)
Dated: August 31, 1995
Exhibit Index
Exhibit No. Description
* 4.1 Indenture dated as of April 3, 1995 between UAL
Corporation ("UAL") and The Bank of New York, as
Trustee.
* 4.2 Officer's Certificate relating to UAL
Corporation's 6-3/8% Convertible Subordinated
Debentures due 2025.
* 4.3 Form of UAL Corporation's 6-3/8% Convertible
Subordinated Debenture due 2025.
* 10.1 First Amendment to UAL Corporation Supplemental
ESOP, dated February 22, 1995 and effective as of
July 12, 1994.
* 10.2 Letter Agreement Amendment No. 6-1162-MMF-077 dated
April 3, 1995 to the Agreement dated December 18, 1990
between The Boeing Company and United Air Lines, Inc.
("United") (and United Worldwide Corporation) for
acquisition of 777-200 aircraft (as previously amended
and supplemented, the "777-200 Purchase Agreement"
(filed as Exhibit 10.7 to UAL's annual report on Form 10-
K for the year ended December 31, 1990, and supplements
thereto filed as (i) Exhibits 10.1, 10.2 and 10.22 to
UAL's quarterly report on Form 10-Q for the quarter
ended June 30, 1993, (ii) Exhibit 10.2 to UAL's annual
report on Form 10-K for the year ended December 31,
1993, (iii) Exhibit 10.14 to UAL's quarterly report on
Form 10-Q for the quarter ended June 30, 1994, and (iv)
Exhibits 10.27 and 10.28 to UAL's annual report on Form
10-K for the year ended December 31, 1994)). (Exhibit
10.2 hereto is filed with a request for confidential
treatment of certain portions.)
10.3 Letter Agreement Amendment No. 6-1162-RCN-837 dated
February 17, 1995 to the 777-200 Purchase Agreement.
(Exhibit 10.3 hereto is filed with a request for
confidential treatment of certain portions.)
* 10.4 Supplemental Agreement No. 6 dated as of April 13,
1995 to the Agreement dated December 18, 1990 between
The Boeing Company and United (and United Worldwide
Corporation) for acquisition of 747-400 aircraft (as
previously amended and supplemented, the "747-400
Purchase Agreement" (filed as Exhibit 10.8 to UAL's
annual report on Form 10-K for the year ended December
31, 1990, and supplements thereto filed as (i) Exhibits
10.4 and 10.5 to UAL's annual report on Form 10-K for
the year ended December 31, 1991, (ii) Exhibits 10.3,
10.4, 10.5, 10.6 and 10.22 to UAL's quarterly report on
Form 10-Q for the quarter ended June 30, 1993, (iii)
Exhibit 10.3 to UAL's annual report on Form 10-K for the
year ended December 31, 1993, (iv) Exhibit 10.14 to
UAL's quarterly report on Form 10-Q for the quarter
ended June 30, 1994, and (v) Exhibits 10.29 and 10.30 to
UAL's annual report on Form 10-K for the year ended
December 31, 1994)). (Exhibit 10.4 hereto is filed with
a request for confidential treatment of certain
portions.)
10.5 Letter Agreement Amendment 6-1162-DLJ-891R2 dated
April 13, 1995 to the 747-400 Purchase Agreement.
(Exhibit 10.5 hereto is filed with a request for
confidential treatment of certain portions.)
10.6 Letter Agreement Amendment 6-1162-MMF-084 dated
April 13, 1995 to the 747-400 Purchase Agreement.
(Exhibit 10.6 hereto is filed with a request for
confidential treatment of certain portions.)
* 10.7 Letter Agreement Amendment 6-1162-RCN-870 dated
April 13, 1995 to the 747-400 Purchase Agreement.
(Exhibit 10.7 hereto is filed with a request for
confidential treatment of certain portions.)
* 10.8 Change Order No. 1 dated April 13, 1995 to the 747-
400 Purchase Agreement. (Exhibit 10.8 hereto is filed
with a request for confidential treatment of certain
portions.)
* 10.9 Supplemental Agreement No. 5 dated as of April 13,
1995 to the Agreement dated April 26, 1989 between The
Boeing Company and United for acquisition of 757-200 and
737 aircraft (as relates solely to the 757-200 aircraft
and as previously amended and supplemented, the "757-200
Purchase Agreement" (filed as Exhibit 10(K) to UAL's
Form 10-K for the year ended December 31, 1989, and
supplements thereto filed as (i) Exhibits 10.14, 10.15,
10.16, 10.17, 10.18, 10.19, and 10.22 to UAL's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1993,
and (ii) Exhibit 10.14 to UAL's quarterly report on Form
10-Q for the quarter ended June 30, 1994)). (Exhibit
10.9 hereto is filed with a request for confidential
treatment of certain portions.)
* 10.10 Supplemental Agreement No. 11 dated as of
April 13, 1995 to the Agreement dated March 1, 1990
between The Boeing Company and United for acquisition of
767-300ER aircraft (as previously amended and
supplemented, the "767-300ER Purchase Agreement" (filed
as Exhibit 10(L) to UAL's Form 10-K for the year ended
December 31, 1989, and supplements thereto filed as (i)
Exhibits 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13
and 10.22 to UAL's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993, and (ii) Exhibit 10.14 to
UAL's quarterly report on Form 10-Q for the quarter
ended June 30, 1994)). (Exhibit 10.10 hereto is filed
with a request for confidential treatment of certain
portions.)
10.11 Letter Agreement Amendment 6-1162-DLJ-472R2
dated April 13, 1995 to the 767-300ER Purchase
Agreement. (Exhibit 10.11 hereto is filed with a
request for confidential treatment of certain portions.)
* 10.12 Agreement dated as of March 24, 1995
between United, UAL and James M. Guyette.
* 11 Calculation of fully diluted net earnings per
share.
* 12.1 Computation of Ratio of Earnings to Fixed
Charges.
* 12.2 Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividend Requirements.
* 27 Financial Data Schedule.
__________________________
* Previously Filed.
Exhibit 10.3
February 17, 1995
6-1162-RCN-837
United Air Lines, Inc.
Executive Offices
P. O. Box 66100
Chicago, IL 60666-0100
Attention: J. L. Pollock
Sr. Staff Representative
Aircraft Purchasing
Subject: Master Change 4630MP7002 and Master Change
4630MK7006
Gentlemen:
By way of confirmation, the agreement we reached with
Jerry Pollock is as follows:
United will purchase the subject changes as
follows: Master Change 4630MP7002 for
[*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] and Master Change 4630MK7006
[*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].
I believe these points are consistent with our telephone
discussion with Jerry. If you agree, please indicate by
signing below.
Very truly yours,
BOEING COMMERCIAL AIRPLANE GROUP
By /s/ R.C. Nelson
Its Attorney-In-Fact
Concurrence:
UNITED AIR LINES, INC.
By: /s/ Douglas A. Hacker
Its: Senior Vice President and Chief Financial Officer
Exhibit 10.5
6-1162-DLJ-891R2
United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666
Subject: Letter Agreement No. 6-1162-DLJ-891R2
to Purchase Agreement No. 1670 -
Certain Contractual Matters
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 (30) 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]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
3. Use or Application of Credit Memoranda.
Each credit memorandum issued per paragraph 1 above may
be applied by Buyer to the final payment of the purchase price
of the Firm Aircraft or Option Aircraft for which such credit
memorandum was issued or in payment for Boeing proprietary
spare parts or other Boeing goods and services.
4. Advance Payment Base Price,
Notwithstanding Articles 5.1 and 5.2 of the Purchase
Agreement and paragraphs 4.1, and 4.2 of Letter Agreement
1670-5, for the sole purpose of calculation of advance
payments, the Advance Payment Base Prices set forth or
determined therein [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] of this Letter
Agreement (the "Alternate Advance Payment Base Price"). The
amounts of such credits and the Alternate Advance Payment Base
Price will be determined at the time advance payment base
prices are determined in accordance with Article 5.1 of the
Purchase Agreement and paragraph 4.1 of Letter Agreement
1670-5.
5. Alternate Advance Payment Schedule.
Notwithstanding the Advance Payment Schedules set forth
in Article 5.2 of the Purchase Agreement and paragraph 4.4 of
Letter Agreement No. 1670-5, the following advance payment
schedule is substituted for the schedules detailed in such
Article 5.2 and paragraph 4.4. All other terms and conditions
of such Article 5.2 and paragraph 4.4 will remain unchanged
except as set forth in paragraph 4 above.
Amount Due or
Due Date of Payment Paid per Aircraft
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Boeing shall defer remaining advance payments due pursuant to
the Advance Payment Schedule set forth in Article 5.2 of the
Purchase Agreement and paragraph 4.4 of Letter Agreement No.
1670-5 from the normal due date of each such payment to the
date of delivery of the respective Aircraft. Boeing may, at
its sole option select to either (i) permit such deferral
without any interest charged to Buyer or (ii) charge Buyer
interest on the amount of each advance payment deferred,
calculated on the basis of a 365/366 day year from the actual
number of days elapsed form the date each such advance payment
is due to the date such advance payment is paid in full at a
fluctuating rate per annum equal to [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
plus the rate of interest announced publicly by Citibank, N.A.,
New York as its base rate, from time to time, as such bank's
base rate may change, each change in such fluctuating rate to
take place simultaneously with the corresponding change in such
base rate, calculated on the basis of a year of 365/366 days
for the actual number of days elapsed. If Boeing elects option
(ii) above, Buyer shall pay to Boeing such deferred advance
payments and interest due thereon, on the date of delivery of
each Aircraft to which such deferred advance payment applies
and Boeing shall issue a credit memorandum to Buyer in the
amount equal to the accrued interest on deferred advance
payments for each Aircraft upon delivery of such Aircraft to
Buyer.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
8. Base Airframe Price [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is increased
by Boeing then to the extent that such increases are not due to
the causes listed below, Boeing will provide at delivery of
each Aircraft a credit memorandum in an amount equal to any
increase above such base airframe price.
Such causes are:
(i) Changes mandated by U.S. Government
requirements. Any such changes will be program priced so as to
allocate the nonrecurring costs of such changes to the largest
number of aircraft reasonable.
(ii) Buyer agreed changes.
(iii) Price increases by Boeing's vendors or
subcontractors for airframe components, equipment,
subassemblies or installations installed in the Aircraft.
If the airframe base price increases are due to any of
the causes listed above, Boeing will provide Buyer with a
listing identifying any increase with respect to such causes.
Any increases resulting from (iii) above will only be to the
extent that such increases are in excess of any recovery
through the airframe escalation provisions of the Purchase
Agreement. Further, any such increases will be calculated to
include offsets for reduced prices for or deletions of any
other items described in (iii) above.
(This paragraph shall not apply to any Aircraft after
definitive agreement for Buyer's purchase of such Option
Aircraft.)
9. Certain Substitution Rights Regarding Greater Seating
Capacity Aircraft.
If Boeing decides to proceed with the development and
production of a greater capacity aircraft ("Greater Seating
Capacity Aircraft"), than that specified in Exhibit A, then
Buyer may substitute such Greater Capacity Aircraft, subject to
the terms thereof. Boeing will advise Buyer as soon as
possible of its decision regarding offerability of the Greater
Seating Capacity Aircraft. If Boeing elects to offer the
Greater Seating Capacity Aircraft, Boeing will issue a proposal
and business offer to Buyer as soon as practicable, specifying
available Greater Seating Capacity Aircraft positions in a
similar time period to the Aircraft. If Buyer accepts such
proposal and business offer and enters into a definitive
agreement within thirty (30) days thereafter, Buyer may
substitute Greater Seating Capacity Aircraft for the 747-400
Aircraft which is the subject of this Purchase Agreement on a
one-for-one basis.
10. Changes to Performance Guarantees.
Boeing may adjust, change or modify performance
guarantees set forth in Letter Agreement 6-1162-DLJ-860 without
Buyer's consent with respect to the Aircraft referred to in
Article 2, as specifically permitted by Letter Agreement
6-1162-DLJ-860 and by Article 7.2 as modified by paragraph 7 of
this Letter Agreement ; provided, however, with respect to
Article 7.2, that Boeing may adjust, change or modify
performance guarantees solely as a result of increases in
weight as compared to the weights specified in the performance
guarantees set forth in Letter Agreement 6-1162-DLJ-860, as
they may be modified from time to time.
[*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]
13. 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: April 13, 1995
UNITED AIR LINES, INC.
By /s/ Douglas A. Hacker
Its Senior Vice President - Finance
UNITED WORLDWIDE CORPORATION
By Douglas A. Hacker
Its Senior Vice President
Exhibit 10.6
6-1162-MMF-084
United Air Lines, Inc.
P.O. Box 66100
Chicago, IL 60666
Subject: Letter Agreement No. 6-1162-MMF-084 to
Purchase Agreement No. 1670 -
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Ladies and Gentlemen:
Reference is made to Purchase Agreement No. 1670 as
amended and supplemented, including all letter
agreements thereto, 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 new Boeing model 747-400 aircraft.
This letter agreement (Letter Agreement), when accepted
by Buyer, will become part of the Purchase Agreement
and will evidence our further agreement with respect to
the matters set forth below.
All terms used herein and in the Purchase Agreement,
and not defined herein, shall have the same meaning as
in the Purchase Agreement. If there is any
inconsistency between the terms of this Letter
Agreement and the Purchase Agreement, the terms of this
Letter Agreement will govern.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, Supplemental Agreement No. 6 to the
Purchase Agreement, which Buyer and Seller are
simultaneously signing and delivering, effects the
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] and acceleration
of the delivery of two (2) new Boeing model 747-400 to
May and June 1996 (1996 747-400), and
WHEREAS, in consideration of the purchase of the
two (2) new 1996 747-400s by Buyer and Buyer's desire
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] as discussed
herein in paragraph 1 below, for each 747-400
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] in Supplemental
Agreement No. 6 to the Purchase Agreement,
NOW, THEREFORE, in consideration of the
foregoing premises and the agreements hereinafter set
forth, the parties hereto agree as follows:
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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]
3. Boeing and Buyer agree that the existence and
terms of this Letter Agreement are confidential
information and each agrees for the benefit of the
other that they will treat such information as
privileged and confidential and will not, without the
prior written consent of the other party, disclose such
information to any other party except as may be
required by (i) applicable law or governmental
regulations or (ii) order of any court or governing
agency having jurisdiction. In connection with any
such required disclosure, the disclosing party shall
request and use its best reasonable efforts to obtain
confidential treatment of such information. Each party
agrees to reasonably cooperate with the other in making
and supporting such request for confidential treatment.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
5. This Letter Agreement contains the entire
agreement of the parties with respect to the subject
matter hereof and supersedes any previous proposals,
understandings, commitments or representations
whatsoever, oral or written. This Letter Agreement
shall not be varied except by written agreement of the
same or subsequent date signed on behalf of Buyer and
Boeing by their respective duly authorized
representatives.
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:_______________, 1995
UNITED AIR LINES, INC.
By /s/ Douglas A. Hacker
Its Senior Vice President - Finance
Exhibit 10.11
6-1162-DLJ-472R2
United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666
Subject: Letter Agreement No. 6-1162-DLJ-472R2 to
Purchase Agreement No. 1602 -
Certain Contractual Matters
Gentlemen:
Reference is made to Purchase Agreement No. 1602 dated
as of March 1,1990 (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 fourteen (14) 767-322ER aircraft (sometimes
referred to as the Aircraft, Firm Aircraft or the
Reconfirmation Aircraft). Further reference is made to
Letter Agreement 1602-5 dated as of March 1,1990 to the
Purchase Agreement relating to the granting of options
to purchase fourteen (14) 767-322ER option aircraft
(the Option Aircraft).
This letter, when accepted by Buyer contemporaneously
with the execution of Supplemental Agreement No. 10 to
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.
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4. Use or Application of Credit Memoranda.
Each credit memorandum issued per paragraph 2
above may be applied by Buyer to the final payment of
the purchase price of the Aircraft, Reconfirmation
Aircraft or Option Aircraft for which such credit
memorandum was issued or in payment for Boeing
proprietary spare parts or other Boeing goods and
services.
5. Certain Advance Payment Matters.
5.1 Notwithstanding Article 5.2, Advance
Payments, of the Purchase Agreement and paragraph 4.3
of Letter Agreement 1602-5, the following advance
payment schedule (the Alternate Advance Payment
Schedule) is substituted for the schedules detailed in
such Article 5.2 and paragraph 4.3. All other terms
and conditions of such Article 5.2 and paragraph 4.3
will remain unchanged, except as set forth in paragraph
5.3 below.
Amount due or paid
Due Date of Payment per Aircraft
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5.2 Boeing shall defer remaining advance
payments required pursuant to the Advance Payment
Schedule set forth in Article 5.2 of the Purchase
Agreement and paragraph 4.3 of Letter Agreement 1602-5
from the normal due date of each such payment to the
date of delivery of the respective Aircraft. Buyer
shall pay interest on the amount of each advance
payment deferred, calculated on the basis of a 365/366
day year from the actual number of days elapsed from
the date each such advance payment is due to the date
such advance payment is paid in full at a fluctuating
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by Citibank, N.A., New York as its base rate, from time
to time, as such bank's base rate may change, each
change in such fluctuating rate to take place
simultaneously with the corresponding change in such
base rate, calculated on the basis of a year of 365/366
days for the actual number of days elapsed. Buyer
shall pay to Boeing such deferred advance payments and
interest due thereon, on the date of delivery of each
Aircraft to which such deferred advance payment applies
and Boeing shall issue a credit memorandum to Buyer in
the amount equal to the accrued interest on deferred
advance payments for each Aircraft upon delivery of
such Aircraft to Buyer. Such credit may be applied by
Buyer as provided in paragraph 4 hereof.
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8. Certain Substitution Rights Regarding New Model
Aircraft.
If Boeing decides to proceed with the
development and production of a derivative of the 767
aircraft (hereinafter referred to as the Model 767X
aircraft for convenience), Buyer may substitute such
Model 767X aircraft, subject to the terms hereof.
Boeing will advise Buyer as soon as possible of its
decision regarding offerability of the Model 767X
aircraft. If Boeing elects to offer the Model 767X
aircraft, Boeing will issue a proposal and business
offer to Buyer as soon as practicable, specifying
available 767X positions, subject to prior sale. If
Buyer accepts such proposal and business offer and
enters into a definitive agreement within thirty (30)
days thereafter, or a later date as mutually agreed
upon, Buyer may substitute Model 767X aircraft for 767-
322ER Option Aircraft and Reconfirmation Aircraft on a
one-for-one basis.
9. Labor Disruption.
It is recognized by the parties that a strike
was commenced against Boeing on October 4, 1989 by its
principal employee union, and was recently concluded.
It is not presently known what the effect of such
strike will be upon Boeing's undertaking set forth in
the Purchase Agreement. However, the effect of such
strike is not expected to delay the delivery of each
Aircraft by more than three (3) months. The parties
agree that any delay in the performance of any
obligation of Boeing under the Purchase Agreement as a
result of such strike shall be deemed an excusable
delay within and subject to the excusable delay
provisions set forth in Article 6 of the Purchase
Agreement.
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12. Non-Disclosure.
Buyer understands that certain commercial and
financial information contained in this letter
agreement is considered by Boeing as privileged and
confidential. Buyer agrees that it will treat such
information as privileged and confidential and will not
without prior written consent of Boeing, 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,
Buyer 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 Buyer
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: April 13, 1995
UNITED AIR LINES, INC.
By /s/ Douglas A. Hacker
Its Senior Vice President - Finance
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