EXHIBIT 10.41
Supplemental Agreement No. 7
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 29th day
of December 1995, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation, and UNITED WORLDWIDE CORPORATION
(collectively 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", Reconfirmation Aircraft" 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;
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P.A. No. 1670 SA 6-1
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NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree to amend the Purchase
Agreement as follows:
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2. 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 revised Advanced Payment Base
Prices for the [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft. Such revised
paragraph is attached hereto as Attachment 2 and incorporated
into the Purchase Agreement by this reference.
3. The first sentence in paragraph no. 11 of Letter Agreement
No. 6-1162-DLJ-891R2 entitled [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is hereby
deleted and replaced with the following sentence: "Aircraft in
Article 2.1 of the Purchase Agreement scheduled for delivery
after [*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
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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]
P.A. No. 1670 SA 6-2
6. Buyer agrees that the invoice for the July 1997 747 Aircraft
in this Supplemental Agreement will contain [*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] for one 747, one 767,
and three 737's pursuant to paragraph 7 of Letter Agreement No. 6-
1162-TML-1205 in 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]
P.A. No. 1670 SA 6-3
10. This Supplemental Agreement is subject to the confidentially
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/ X.X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Its: Attorney-in-Fact Its: Senior Vice President and
Chief Financial Officer
P.A. No. 1670 SA 6-4
Attachment 1 to
Supplemental
Agreement No. 7
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
August 1992 One (1)
October 1992 One (1)
December 1992 One (1)
April 1993 Two (2)
June 1993 One (1)
August 1993 One (1)
June 1994* One (1)
July 1994* One (1)
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P.A. No. 1670 1-1
Attachment 1 to
Supplemental
Agreement No. 7
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. 7
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 [Conf.Treat.Req.]
October 1992 [Conf.Treat.Req.]
December 1992 [Conf.Treat.Req.]
April 1993 [Conf.Treat.Req.]
August 1993 [Conf.Treat.Req.]
November 1993 [Conf.Treat.Req.]
June 1994 * [Conf.Treat.Req.]
July 1994 * [Conf.Treat.Req.]
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P.A. No. 1670 2-1
Attachment 2 to
Supplemental
Agreement No. 7
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
