Exhibit 10.47
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6-1162-BRB-132
United Air Lines, Inc.
X.X. Xxx 00000
Xxxxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No. 6-1162-BRB-132
[*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), relating to the sale by Boeing and the
purchase by Buyer of Model 747-422 aircraft (hereinafter referred
to as the 747 Aircraft) and Purchase Agreement No. 2066 dated
September 22, 1997, between Boeing and Buyer relating to the sale
by Boeing and the purchase by Buyer of Model 767-322 (De-Rated
322ER) Aircraft (hereinafter referred to as the 767 Aircraft).
This letter, when accepted by Buyer, will evidence our further
agreement with respect to the matters set forth below.
1. [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Boeing and Buyer agree that certain [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] for which Boeing has proposed and Buyer is reviewing
certain terms of resolution. Such terms include but are not
limited to, [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
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-BRB-132 Page 2
3. [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
To accommodate certain Buyer [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
requirements, Buyer has requested and Boeing has agreed to
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
4. [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Boeing and Buyer agree that the [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
accordingly. Therefore, it is further agreed that, with respect
to each 747 Aircraft and 767 Aircraft identified:
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
5. Confidentiality
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The terms and conditions of this Letter Agreement shall be
considered to be confidential and shall not be disclosed by
either party (except (a) as reasonably necessary to its
respective employees, insurers, auditors or professional
advisors, (b) as either party may reasonably determine may be
required by applicable provisions of, or rules or regulations
under, applicable securities laws, bankruptcy laws or other laws
or applicable stock exchange rules (in which case the disclosing
party shall provide sufficient notice to and discuss with the
other party the facts of such determination), (c) as requested or
required of either party by oral question, interrogatories,
requests for information or documents, subpoena, civil
investigative demand or any informal or formal investigation by
any government or governmental agency or authority (provided the
disclosing party actually has been issued a valid subpoena, civil
investigative demand, or request for production, has duly sought
a protective order
United Air Lines, Inc.
6-1161-BRB-132 Page 3
when such an order is possible and, in any case, has provided
sufficient notice to the other party to allow the other party to
seek protection), or (d) as otherwise agreed to by the parties)
without the prior written consent of the other party.
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, ACCEPTED AND AGREED TO:
Date: August 10, 1998
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THE BOEING COMPANY UNITED AIR LINES, INC.
By /s/ Xxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Its Attorney-in-Fact Its Senior Vice President and
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Chief Financial Officer
