Exhibit 10.2
Supplemental Agreement No. 11
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 11th
day of April 1997, 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;
WHEREAS, Buyer wishes to purchase three (3) 747-422
[*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-891R5 [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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, which adds [*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].
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-1, 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 [*CONFIDENTIAL MATERIAL
OMITTED AND FILED OMITTED AND FILED
SEPARATELY WITH THE SEPARATELY WITH THE
SECURITIES AND EXCHANGE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL A REQUEST FOR CONFIDENTIAL
TREATMENT] TREATMENT]
5. This Supplemental Agreement is subject to the confidentiality
provisions of Letter Agreement 6-1162-DLJ-886.
6. 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. D. Hurt By: Douglas A. Hacker
-------------- -----------------
Its: Attorney In Fact Its: Senior Vice President and
---------------- Chief Financial Officer
-----------------------
P.A. No. 1670 SA 9-2
K/UAL/CONT/SA11-1670.doc
Attachment 1 to
Supplemental Agreement No. 11
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. 119)
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) Reconfirmation Aircraft
{Buyer Passed}
August 1996 One (1) Reconfirmation Aircraft
{Buyer Passed}
April 1997 One (1) S.A. #6 Reconfirmation
Aircraft {Buyer Passed}
May 1997 One (1) S.A. #6 Reconfirmation
Aircraft {Buyer Passed}
May 1997* One (1) Firm S.A. #8
[*CONFIDENTIAL MATERIAL [CONFIDENTIAL [CONFIDENTIAL MATERIAL
OMITTED AND FILED MATERIAL OMITTED OMITTED AND FILED
SEPARATELY WITH THE AND FILED SEPARATELY SEPARATELY WITH THE
SECURITIES AND EXCHANGE WITH THE SECURITIES SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL COMMISSION PURSUANT A REQUEST FOR
TREATMENT] TO A REQUEST CONFIDENTIAL TREATMENT]
FOR CONFIDENTIAL
TREATMENT]
P.A. No. 1670 1-1
K/UAL/CONT/SA11-1670.DOC
Attachment 1 to
Supplemental Agreement No. 11
Quantity of Status
Month and Year of Delivery Aircraft (as of S.A. No. 11)
[*CONFIDENTIAL MATERIAL [*CONFIDENTIAL [*CONFIDENTIAL MATERIAL
OMITTED AND FILED MATERIAL OMITTED OMITTED AND FILED
SEPARATELY WITH THE AND FILED SEPARATELY SEPARATELY WITH THE
SECURITIES AND EXCHANGE WITH THE SECURITIES SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL COMMISSION PURSUANT A REQUEST FOR
TREATMENT] TO A REQUEST CONFIDENTIAL TREATMENT]
FOR CONFIDENTIAL
TREATMENT]
Total 39
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
If Boeing gives Buyer at least ten (10) days' advance notice of the
delivery date for an Aircraft, and delivery is delayed beyond such
date due to Buyer's fault or responsibility, Buyer shall promptly
reimburse Boeing for all costs and expenses incurred by Boeing as a
result of such delay, including but not limited to reasonable
amounts for storage, insurance, taxes, preservation or protection
of the Aircraft, and interest on payments due.
P.A. No. 1670 1-2
K/UAL/CONT/SA11-1670.DOC
Attachment 2 to
Supplemental Agreement No. 11
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
December 1992 OMITTED AND
April 1993 FILED
August 1993 SEPARATELY
November 1993 WITH THE
June 1994* SECURITIES AND
July 1994* EXCHANGE
May 1996* COMMISSION
June 1996* PURSUANT
June 1996 TO A
August 1996 REQUEST FOR
April 1997 CONFIDENTIAL
May 1997* TREATMENT]
[*CONFIDENTIAL MATERIAL [*CONFIDENTIAL MATERIAL
OMITTED AND FILED OMITTED AND FILED
SEPARATELY WITH SEPARATELY WITH
THE SECURITIES THE SECURITIES
AND EXCHANGE AND EXCHANGE
COMMISSION COMMISSION
PURSUANT TO A PURSUANT TO A
REQUEST FOR REQUEST FOR
CONFIDENTIAL CONFIDENTIAL
TREATMENT] TREATMENT]
P.A. No. 1670 2-1
K/UALCONT/SA11-1670.DOC
Attachment 2 to
Supplemental Agreement No. 11
[*CONFIDENTIAL MATERIAL [*CONFIDENTIAL MATERIAL
OMITTED AND FILED OMITTED AND FILED
SEPARATELY WITH SEPARATELY WITH
THE SECURITIES THE SECURITIES
AND EXCHANGE AND EXCHANGE
COMMISSION COMMISSION
PURSUANT TO A PURSUANT TO A
REQUEST FOR REQUEST FOR
CONFIDENTIAL CONFIDENTIAL
TREATMENT] 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]
Such advance payment base prices will be used to determine the
amount of the first advance payment to be made by Buyer on each
Aircraft pursuant to the provisions of Article 5.2. The advance
payment base prices of each Aircraft has been established using
currently available forecasts of the escalation factors used by
Boeing and applicable to the scheduled month and year of Aircraft
delivery. The advance payment base prices will be further
increased or decreased by Boeing not later than twenty-five (25)
months prior to the scheduled month of delivery, as required to
reflect the effects of the then-current forecasted escalation
factors used by Boeing in accordance with Exhibit D. The advance
payment base price of each Aircraft, including any adjustments
made thereto, as contemplated herein, is referred to as the
"Advance Payment Base Price."
P.A. No. 1670 2-2
K/UALCONT/SA11-1670.DOC
Supplemental Agreement No. 11
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1670 2-1
K/UALCONT/SA11-1670.DOC