EX-10.6



 Exhibit 10.6 

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS. 

Supplemental Agreement No. 4 

to 
 Purchase Agreement
No. 3860 
 between 
 The
Boeing Company 
 and 
 United
Airlines, Inc. 
 Relating to Boeing Model 787 Aircraft 

THIS SUPPLEMENTAL AGREEMENT, entered into as of January 14, 2015, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES,
INC. (a Delaware corporation formerly known as Continental Airlines, Inc. and successor by merger to United Air Lines, Inc.) (Customer); 

WHEREAS, the parties hereto entered into Purchase Agreement No. 3860 dated September 27, 2012, as amended and supplemented
(Purchase Agreement), relating to the purchase and sale of Boeing model 787 aircraft (Aircraft). This Supplemental Agreement is an amendment to the Purchase Agreement; 

WHEREAS, Boeing and Customer agree to incorporate the previously accepted configuration for the 787-9 Aircraft; 

WHEREAS, Boeing and Customer agree to substitute *** model 777-300ER aircraft (777 Aircraft) in lieu of the following *** model 787-***
Aircraft (Cancelled Aircraft) pursuant to Purchase Agreement No. 04308: 
  

							
	 787-*** MSN
	  	 787-*** Aircraft Delivery Month
	  	 777 MSN
	  	 777 Aircraft Delivery Month

	 ***
	  	***	  	***	  	***

 WHEREAS, Boeing and Customer agree to apply all advance payments received by Boeing for the Cancelled Aircraft
to the 777 Aircraft; 
 WHEREAS, Boeing and Customer agree to incorporate into the Purchase Agreement the terms and conditions contained in
the attached letter agreements related to Installation of Cabin Systems Equipment and Demonstration Flight Waiver; 

  

					
	 UAL-PA-3860
	 	SA-4	 	Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to
amend the Purchase Agreement as follows: 
  

	1.	Table of Contents and Articles. 

 The Table of Contents is replaced in its entirety with
the Table of Contents that is attached hereto and references this Supplemental Agreement No. 4. 
  

	1.	Exhibits. 

 Exhibit A2, “787-9 Aircraft Configuration” is replaced in its
entirety with the Exhibit A2, “787-9 Aircraft Configuration” that is attached hereto and references this Supplemental Agreement No. 4. 
  

	2.	Tables. 

 Table 1 for the 787-9 Aircraft is replaced in its entirety with the
Table 1 for the 787-9 Aircraft that is attached hereto and references this Supplemental Agreement No. 4. 
  

	3.	Letter Agreements. 

  

	 	3.1.	Letter Agreement UAL-PA-03860-LA-1209413A1, Special Matters – Amendment 1, which is attached hereto and references this Supplemental Agreement No. 4, is hereby inserted into the Purchase Agreement immediately
after Letter Agreement UAL-PA-03860-LA-1209413R1, Special Matters. 

  

	 	3.2.	Letter Agreement UAL-PA-03860-LA-1301377A1, 787-10 *** – Amendment 1, which is attached hereto and references this Supplemental Agreement No. 4, is hereby inserted into the Purchase Agreement immediately after
Letter Agreement UAL-PA-03860-LA-1301377, 787-10 ***. 

  

	 	3.3.	Letter Agreement UAL-PA-03860-LA-1500059, Installation of Cabin Systems Equipment, which is attached hereto and references this Supplemental Agreement No. 4, is hereby inserted into the Purchase Agreement.


  

	 	3.4.	Letter Agreement UAL-PA-03860-LA-1500017, Demonstration Flight Waiver, which is attached hereto and references this Supplemental Agreement No. 4, is hereby inserted into the Purchase Agreement. 


 

	4.	Conditions Precedent: This Supplemental Agreement No. 4 will be effective subject to satisfaction of all of the following conditions precedent (collectively the Conditions Precedent):


  

	 	a.	Execution of Supplemental Agreement No. 10 to Purchase Agreement No. 02484 between Boeing and Customer relating to Boeing model 787 Aircraft; 


 

	 	b.	Execution of Letter Agreement 6-1162-RCN-1935 Amendment 1R2 between Boeing and Customer relating to Boeing model 787 aircraft; and 


  

					
	 UAL-PA-3860
		SA-4		Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










	 	c.	Execution of Purchase Agreement No. 04308 between Boeing and Customer relating to Boeing model 777 aircraft. 


Upon satisfaction of the Conditions Precedent, the Purchase Agreement will be deemed to be supplemented to the extent herein provided as of the
date hereof and as so supplemented will continue in full force and effect. 
 EXECUTED IN DUPLICATE as of the day and year first written above. 

 

					
	 THE BOEING COMPANY
				UNITED AIRLINES, INC.
			
	 /s/ Susan Englander
				/s/ Gerald Laderman
	 Signature
				Signature
			
	 Attorney-in-Fact
				Senior Vice President – Finance, Procurement and Treasurer
	 Title
				Title


  

					
	 UAL-PA-3860
		SA-4		Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 TABLE OF CONTENTS 

 

					
	 	  	 	  	 SA
NUMBER

	 ARTICLES
	  		  	
	 Article 1.
	  	Quantity, Model and Description	  	SA-1
	 Article 2.
	  	Delivery Schedule	  	SA-1
	 Article 3.
	  	Price	  	SA-1
	 Article 4.
	  	Payment	  	SA-1
	 Article 5.
	  	Additional Terms	  	SA-1
			
	 TABLE
	  		  	
	 1.
	  	787-8 with GENX-1B*** Engines Aircraft Information Table ***	  	SA-3
	 1.
	  	787-9 with GENX-*** Engines Aircraft Information Table	  	SA-4
	 1.
	  	787-10 with GENX-1B*** Engines Aircraft Information Table	  	SA-3
			
	 EXHIBITS
	  		  	
	 A1.
	  	787-8 Aircraft Configuration	  	
	 A2.
	  	787-9 Aircraft Configuration	  	SA-4
	 A3.
	  	787-10 Aircraft Configuration	  	SA-1
	 B.
	  	Aircraft Delivery Requirements and Responsibilities	  	
			
	 SUPPLEMENTAL EXHIBITS
	  		  	
	 AE1.
	  	Escalation Adjustment/Airframe and Optional Features	  	
	 BFE1.
	  	BFE Variables	  	SA-1
	 CS1.
	  	Customer Support Document	  	
	 EE1.
	  	Engine Escalation/Engine Warranty ***	  	
	 SLP1.
	  	Service Life Policy Components	  	


  

					
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	 	TABLE OF CONTENTS, Page 1 of 5	 	SA-4
	BOEING/UNITED AIRLINES, INC. PROPRIETARY









 TABLE OF CONTENTS, CONTINUED 

 

							
	 	 	 	 	 	  	 SA
NUMBER

	 LETTER AGREEMENTS
	 		 		  	
	 UAL-PA-03860-LA-1209247
	 	 787 e-Enabling
	  	
			
	 UAL-PA-03860-LA-1209264
	 	 Open Configuration Matters
	  	
			
	 UAL-PA-03860-LA-1209265R1
	 	 Option Aircraft
	  	SA-1
				
		 		 	 Attachment A, 787-9 Option Aircraft Delivery, Description, Price and Advance Payments (DELETED)
	  	SA-1
				
		 		 	 Attachment B-1, 787-*** with GENX-1B*** Engines: Option Aircraft Delivery, Description, Price and Advance Payments
	  	SA-1
				
		 		 	 Attachment B-2, 787-*** with TRENT1000-*** Engines: Option Aircraft Delivery, Description, Price and Advance Payments
(DELETED)
	  	SA-3
			
	 UAL-PA-03860-LA-1209409
	 	 Spare Parts Initial Provisioning
	  	
			
	 UAL-PA-03860-LA-1209410
	 	 Special Matters Relating to COTS Software and End User License Agreements
	  	
			
	 UAL-PA-03860-LA-1209411
	 	 Special Terms – Seats and In-flight Entertainment
	  	
			
	 UAL-PA-03860-LA-1209417
	 	 Model 787 Post-Delivery Software & Data Loading
	  	
				
	 CONFIDENTIAL LETTER AGREEMENTS
	 		 		  	
	 UAL-PA-03860-LA-1209236R1
	 	Model Substitution	  	SA-1
				
		 		 	 Attachment A, 787-9 Airframe Pricing of Substitution Aircraft with General Electric GEnx-1B*** and Rolls Royce Trent 1000-***
engines
	  	SA-1
				
		 		 	 Attachment B, 787-10 with General Electric GEnx-1B*** and Rolls Royce TRENT 1000-***
Engines
	  	SA-1
				
		 		 	 Attachment C, 787-8 with General Electric GEnx-1B*** and Rolls Royce TRENT 1000-***
	  	SA-1


  

					
	 P.A. 3860
	 	TABLE OF CONTENTS, Page 2 of 5	 	SA-4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 TABLE OF CONTENTS, CONTINUED 

 

							
	 	  	SA
NUMBER	 
			
	 CONFIDENTIAL LETTER AGREEMENTS, continued
	  		  			
			
	 UAL-PA-03860-LA-1209412
	  	Spare Parts Commitment	  			
			
	 UAL-PA-03860-LA-1209413R1
	  	Special Matters	  	 	SA-1	  
			
	 UAL-PA-03860-LA-1209413A1
	  	Special Matters – Amendment 1	  	 	SA-4	  
			
	 UAL-PA-03860-LA-1209414
	  	Other Special Matters	  			
			
	 UAL-PA-03860-LA-1209413A1
	  	Other Special Matters - Amendment 1	  	 	SA-1	  
			
	 UAL-PA-03860-LA-1209416R1
	  	Promotional Support	  	 	SA-2	  
			
	 UAL-PA-03860-LA-1209430
	  	Performance Guarantees	  			
			
	 UAL-PA-03860-LA-1209455
	  	*** TERMINATED	  	 	SA-1	  
			
	 UAL-PA-03860-LA-1209429
	  	***	  			
			
	 UAL-PA-03860-LA-1209618R1
	  	Alternate Engine Selection	  	 	SA-1	  
			
	 6-1162-ELP-0794
	  	*** Program- *** Aircraft	  			
			
	 6-1162-ELP-0795
	  	*** Program- *** Aircraft	  			
			
	 UAL-PA-03860-LA-1301368
	  	Performance Guarantees (787-10)	  	 	SA-1	  
			
	 UAL-PA-03860-LA-1301373
	  	787-10 Aircraft Open Configuration and Other Matters	  	 	SA-1	  
			
	 UAL-PA-03860-LA-1301375
	  	Provisions Relating to Customer’s *** for 787-10 Aircraft	  	 	SA-1	  
			
	 UAL-PA-03860-LA-1301377
	  	787-10 ***	  	 	SA-1	  
			
	 UAL-PA-03860-LA-1301377A1
	  	787-10 *** – Amendment 1	  	 	SA-4	  
			
	 UAL-PA-03860-LA-1301380
	  	787-10 Program Launch	  	 	SA-1	  
			
	 UAL-PA-03860-LA-1500017
	  	Demonstration Flight Waiver	  	 	SA-4	  
			
	 UAL-PA-03860-LA-1500059
	  	Installation of Cabin Systems Equipment	  	 	SA-4	  


  

					
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	 	TABLE OF CONTENTS, Page 3 of 5	 	SA-4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










			
	 SUPPLEMENTAL AGREEMENTS
	  	 DATED AS OF

	 Supplemental Agreement No. 1
	  	June 17, 2013
	 Supplemental Agreement No. 2
	  	December 16, 2013
	 Supplemental Agreement No. 3
	  	July 22, 2014
	 Supplemental Agreement No. 4
	  	January 14, 2015


  

					
	 P.A. 3860
	 	TABLE OF CONTENTS, Page 4 of 5	 	SA-4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 Table 1 to Purchase Agreement No. 3860 

787-9 Aircraft with GENX-1B*** Engines Delivery, Description, Price and Advance Payments 

APBP beginning *** prior to applicable delivery for *** 787-9 aircraft only 

 

																																	
	Airframe Model/MTOW: 	  	 	787-9	  	  	 	***pounds	  	  				  		  	Detail Specification:	  	 	***	  	  				  				  			
	 Engine Model/Thrust:
	  	  
	 GENX-1B***1
	   
	  	 	***pounds	  	  				  		  	 Airframe Price Base Year/Escalation Formula:
	    
	  	 	***	  	  				  	 	***	  
	 Airframe Price:
	  				  				  	 	$***	  	  		  	 Engine Price Base Year/Escalation Formula:
	    
	  	 	***	  	  				  	 	***	  
	 Optional Features:
	  				  				  	 	$***	  	  		  		  				  				  				  			
		  				  				  	  
	  
	 	  	  
	  		  				  				  				  			
	 Sub-Total of Airframe and Features:
	   
						 	$***	  				 Airframe Escalation Data:
																
	 Engine Price (Per Aircraft):
	   
						 	$***	  				Base Year Index (ECI):										 	***	  				
		  				  				  	  
	  
	 	  	  
	  		  				  				  				  			
	 Aircraft Basic Price (Excluding BFE/SPE):
	   
						 	$***	  				Base Year Index (CPI):										 	***	  				
		  				  				  	  
	  
	 	  	  
	  		  				  				  				  			
	 Buyer Furnished Equipment (BFE) Estimate:
	   
						 	$***	  				Engine Escalation Data:																
	 Seller Purchased Equipment (SPE) Estimate:
	   
						 	$***	  				Base Year Index (ECI):										 	***	  				
																	Base Year Index (CPI):										 	***	  				

  

																					
	 Delivery

Date
	  	*** Prior
to
Applicable
Delivery	  	Number of
Aircraft	  	Escalation
Factor
(Airframe)	  	Escalation
Factor
(Engine)	  	Serial
Number	  	Escalation
Estimate
Adv
Payment
Base
Price
Per A/P	  	Advance Payment Per Aircraft (Amts. Due/Mos.
Prior to Delivery):
	  	  	  	  	  	  	  	***	  	***	  	***	  	***
	***	  	***	  	***	  	***	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
			
	 Total
	  	***	  	

 1 *** on a *** to deliver GEnx-1B*** thrust rating at the GEnx-1B*** price. 

  

					
	 UAL-PA-3860, APR 71359
	 	Boeing Proprietary 	 	Table 1 787-9 with GENX-1B*** Engines Page 1, SA-4









 787-9 AIRCRAFT CONFIGURATION 

between 
 THE BOEING COMPANY 

and 
 UNITED AIRLINES, INC. 

Exhibit A2 to Purchase Agreement Number 3860 

  

					
	 P.A. No. 3860
		A2		SA 4
	BOEING PROPRIETARY









 Exhibit A2 to 

Purchase Agreement No. 3860 
 Page 2 

AIRCRAFT CONFIGURATION 
 relating
to 
 BOEING MODEL 787-9 AIRCRAFT 
 The Detail
Specification is Boeing document entitled Detail specification *** revision ***, dated ***. Such Detail Specification will be comprised of those provisions of 787 Configuration Specification ***Revision ***, dated ***, as amended
by addendum *** Rev. ***, dated ***, which are applicable to model 787-9 aircraft and as amended to incorporate the optional features listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight
(OEW). Such Options are set forth in Boeing Customer Specified Option Selection Log and Option Data Pages, configuration file (***), dated ***. As soon as practicable, Boeing will make available to Customer the Detail Specification, which
will reflect such optional features. The Aircraft Basic Price reflects and includes all effects of such optional features, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment. 

There is no additional processing fee added to the master change price for addition or deletion of catalog options within appropriate lead times. 

  

					
	 P.A. No. 3860
		A2-2		SA-4
	BOEING PROPRIETARY









 Exhibit A2 to 

Purchase Agreement No. 3860 
 Page 3 

 

					
	 CR
	  	 Title
	  	 Price Per

Aircraft

2006$

	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***


  

					
	 P.A. No. 3860
	 	A2-3	 	SA-4
	BOEING PROPRIETARY









 Exhibit A2 to 

Purchase Agreement No. 3860 
 Page 4 

 

					
	 CR
	  	 Title
	  	 Price Per

Aircraft

2006$

	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***
	***	  	***	  	***


  

					
	 P.A. No. 3860
	 	A2-4	 	SA-4
	BOEING PROPRIETARY









 Exhibit A2 to 

Purchase Agreement No. 3860 
 Page 5 

 

							
	 CR
	  	 Title
	  	Price Per
Aircraft
2006$	 
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
	***	  	***	  	 	***	  
		  		  	  
	  
	 
			TOTAL OPTIONS ***		$	***	  
		  		  	  
	  
	 


  

					
	 P.A. No. 3860
		A2-5		SA-4
	BOEING PROPRIETARY










			
	



		 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
  

UAL-PA-03860-LA-1209413A1 
 United Airlines, Inc. 

233 South Wacker Drive 
 Chicago, Illinois 60606 

 

			
	Subject:		Special Matters — Amendment 1
		
	Reference:		Purchase Agreement No. 3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. relating to Model 787 aircraft (Aircraft)

 This letter agreement (Amending Letter Agreement) amends and supplements the Purchase Agreement and
amends certain terms in Letter Agreement UAL-PA-03860-LA-1209413 (the Letter Agreement). All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 

 

	1.	Amendments to Article 4 of the Letter Agreement.. 

 Article 4.4 of the Letter Agreement
is hereby deleted and replaced with the following: 
  

	 	4.4.	Special *** Provisions for the Launch Aircraft. With respect to the *** 787-10 Aircraft listed in Table 1 to the Purchase Agreement as of the effective date of
Supplemental Agreement No. 3 to the Purchase Agreement; (each a Launch Aircraft), the parties agree that *** of the Article 4.1 *** obligation will be *** delivery of each Launch Aircraft (Launch Aircraft *** Obligation).
At time of delivery of each Launch Aircraft, Boeing will *** to *** the Launch Aircraft *** Obligation. 

  

	2.	Confidential Treatment. 

 Boeing and Customer understand that certain information
contained in this Letter Agreement, including any attachments hereto, is considered by both parties to be confidential. Boeing and Customer agree that each party will treat this Letter Agreement and the


  

					
	 UAL-PA-03860-LA-1209413A1
				Page 1
	Special Matters 				SA-4
			BOEING / UNITED AIRLINES, INC. PROPRIETARY		









 



 
  
 
information contained herein as confidential and will not, without the other party’s prior written consent, disclose this Letter Agreement or any information contained herein to any other
person or entity except as may be required by applicable law or governmental regulations. 
 [The rest of the page is intentionally blank.
Signature page follows.] 
 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By		 /s/ Susan Englander

	Its		Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:		January 14, 2015
	
	UNITED AIRLINES, INC.
		
	By		 /s/ Gerald Laderman

	Its		Senior Vice President – Finance, Procurement and Treasurer

  

  

					
	 UAL-PA-03860-LA-1209413A1
				Page 2
	Special Matters 				SA-4
			BOEING / UNITED AIRLINES, INC. PROPRIETARY		










			
	 




  
		 The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

 


 UAL-PA-03860-LA-1301377A1 

United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, Illinois 60606 
  

	Subject:	787-10 *** – Amendment 1 

  

	Reference:	Purchase Agreement No. PA 3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc (Customer) relating to Model 787-10 aircraft (Aircraft)


 This letter agreement (Amending Letter Agreement) amends and supplements the Purchase Agreement and amends certain
of the terms in Letter Agreement UAL-PA-03860-LA-1301377 (the Letter Agreement). All terms used and not defined in this Amending Letter Agreement have the same meaning as in the Purchase Agreement. 

 

	1.	Amendments to Article 1 of the Letter Agreement. 

 The definition of “Program
Aircraft” in Article 1 of the Letter Agreement is hereby deleted in its entirety and replaced with the following new definition: 

Program Aircraft means each 787-10 Aircraft specified in Table 1 of the Purchase Agreement as of the date of this Letter Agreement
and any 787-10 Option Aircraft for which Customer has exercised its option exercise rights. 
  

	2.	Confidential Treatment. 

 Customer and Boeing understand that certain commercial and
financial information contained in this Amending Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-03776-LA-1208234. 

[The rest of this page is intentionally left blank. Signature page follows] 

  

					
	 UAL-PA-03860-LA-1301377A1

787-10 *** – Amendment 1
				 SA-4

LA Page 1

	BOEING PROPRIETARY









 



 
  
 Very truly yours, 

 

			
	 THE BOEING COMPANY

		
	 By
		 /s/ Susan Englander

	 Its
		Attorney-In-Fact
	
	 ACCEPTED AND AGREED TO this

		
	 Date:
		 January 14, 2015

	
	 UNITED AIRLINES, INC.

		
	 By
		 /s/ Gerald Laderman

	 Its
		Senior Vice President – Finance, Procurement and Treasurer


  

					
	 UAL-PA-03860-LA-1301377A1

787-10 *** Program – Amendment 1
				 SA-4

LA Page 2

	BOEING / UNITED AIRLINES, INC. PROPRIETARY










			
	 




  
	  	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207

 


  

UAL-PA-3860-LA-1500017 
 United Airlines, Inc. 

233 South Wacker Drive 
 Chicago, IL 60606 

 

			
	 Subject:
	  	Demonstration Flight Waiver
		
	 Reference:
	  	Purchase Agreement No. PA-3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. 
 Definition of Terms: 

Correction Costs: Customer’s direct labor costs and the cost of any material required to correct a Flight Discrepancy where direct labor costs are
equal to the Warranty Labor Rate in effect between the parties at the time such labor is expended. 
 Flight Discrepancy: A failure or malfunction of
an Aircraft, or the accessories, equipment or parts installed on the Aircraft which results from a defect in the Aircraft, Boeing Product, engine or Supplier Product or a nonconformance to the Detail Specification for the Aircraft. 

The AGTA provides that each Aircraft will be test flown prior to delivery for the purpose of demonstrating the functioning of such Aircraft
and its equipment to Customer; however, Customer may elect to waive this test flight. For each test flight waived, *** agrees to *** an amount of *** at delivery that, including the ***, totals the following ***: 

 

			
	 Aircraft Model
	  	 ***

	 787
	  	***

 Further, *** agrees to *** for any *** as a result of the discovery of a *** during the first flight of the
Aircraft by *** following delivery to the extent such *** are not covered under a warranty provided by *** or any of *** suppliers. 

  

					
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 Should a *** which requires the
return of the Aircraft to *** facilities at ***, so that *** may *** such ***, Boeing and Customer agree that title to and risk of loss of such Aircraft will ***. In addition, it is agreed that *** will have *** while it is on the ground at ***
facilities in *** as is chargeable by law to a bailee for mutual benefit, but *** will not be liable for ***. 
 To be *** for ***, Customer
will submit a written itemized statement describing any *** and indicating the *** incurred by *** for each ***. This request must be submitted to ***, within *** after the ***. 

Very truly yours, 

			
	
	THE BOEING COMPANY
		
	By		 /s/ Susan Englander

	Its		Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:		January 14, 2015
	
	UNITED AIRLINES, INC.
		
	By		 /s/ Gerald Laderman

	Its		Senior Vice President – Finance, Procurement and Treasurer


  

					
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		 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207
  



 
 UAL-PA-03860-LA-1500059 

United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, IL 60606 
  

			
	Subject:		Installation of Cabin Systems Equipment
		
	Reference:		Purchase Agreement No. PA-03860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. 
 Customer has requested that Boeing
install in the Aircraft the in-flight entertainment and communications systems described in Attachment A to this Letter Agreement (collectively referred to as Cabin Systems Equipment or
CSE). CSE is BFE that Boeing purchases for Customer and that is identified as CSE in the Detail Specification for the Aircraft. 

The complexity of the CSE requires special attention and additional resources during the development, integration, and certification of the
CSE and manufacture of the Aircraft to achieve proper operation of the CSE at the time of delivery of the Aircraft. To assist Customer, Boeing will perform the functions of project manager (Project Manager) as set forth in Attachment B.

  

	1.	Responsibilities. 

 1.1 Customer will: 

1.1.1 provide Customer’s CSE system requirements to Boeing; 

1.1.2 select the CSE suppliers (Supplier(s)) and system configuration options in accordance with Letter Agreement UAL-PA-03860-LA-1301373 (mistakenly referred to as Letter Agreement UAL-PA-03860-LA-01373 in the letter itself), entitled “787-10 Open Configuration and Other Matters”; or options from among those
identified in Attachment A to this Letter Agreement; or options as otherwise available in the then current Standard Selections Catalog and formally offered by Boeing (Options); 

  

					
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 1.1.3 promptly after selecting the
Options, participate with Boeing in meetings with Suppliers to ensure that Supplier’s functional system specifications meet Customer’s and Boeing’s respective requirements. Such functional system specifications define functionality to
which Boeing will test prior to delivery but are not a guarantee of functionality at delivery; 
 1.1.4 select Supplier part numbers; 

1.1.5 negotiate and obtain agreements on product assurance, product support following Aircraft delivery (including spares support), and any
other special business arrangements directly with Suppliers; 
 1.1.6 provide to Boeing pricing information for Customer selected CSE part
numbers by a mutually agreeable date; 
 1.1.7 negotiate and obtain agreements with any applicable service providers; 

1.1.8 include in Customer’s contract with any seat supplier a condition causing such seat supplier to enter a bonded stores agreement
with Boeing. This bonded stores agreement will set forth the terms concerning the use, handling, storage, and risk of loss of CSE during the time such equipment is under the seat supplier’s control; 

1.1.9 cause Suppliers to: 

1.1.9.1 assist the seat suppliers in the preparation of seat assembly functional test plans; 

1.1.9.2 coordinate integration testing, and provide seat assembly functional test procedures for seat electronic parts to seat suppliers and
Boeing, as determined by Boeing; and 
 1.1.9.3 comply with Boeing’s 787 procurement processes (e.g. for transmission of technical
data, transmission of purchase orders, and processing of non-conformances) (787 Procurement Processes). 787 Procurement Processes will be provided to Customer and may be updated from time to time; and

 1.1.9.4 comply with Boeing’s type design and type certification data development and protection requirements where the Supplier has
type design/certification responsibility. The requirements will require Suppliers to (i) maintain type design/certificate data for *** such type certificate for all type design and (ii) entitle Boeing to access, review, and receive such
type design/certification data. These requirements will be provided to Customer and included in any applicable contracts between Customer and Supplier. 

  

					
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 1.2 Boeing will: 

1.2.1 perform the Project Manager functions stated in Attachment B; 

1.2.2 provide Aircraft interface requirements to Suppliers; 

1.2.3 assist Suppliers in the development of CSE system specifications and approve such specifications; 

1.2.4 release purchase orders, including on-dock dates to Supplier on behalf of Customer, and manage
such purchase orders; 
 1.2.5 coordinate the resolution of technical issues with Suppliers; 

1.2.6 ensure that at the time of Aircraft delivery the CSE configuration meets the requirements of the Option(s) contained in
Attachment A to this Letter Agreement as such Attachment A may be amended from time to time; and 
 1.2.7 obtain FAA certification
of the Aircraft with the conforming CSE installed therein. 
  

	2.	Software. 

 CSE systems may contain software of the following two types: 

2.1 Certification Software. The software required to functionally test, operate and certify the CSE systems on the Aircraft is the
Certification Software and is part of the CSE. 
 2.2 Customer’s Software. The software which is defined by the Customer to
support customized features and appearance is Customer’s Software and is not part of the CSE. 
 2.2.1 Customer is solely responsible
for specifying Customer’s Software functional and performance requirements and ensuring that Customer’s Software meets such requirements. Customer and Customer’s Software supplier will have total responsibility for the writing,
certification, modification, revision, or correction of any of Customer’s Software. Boeing will not perform the functions and obligations described in paragraph 1.2 above, or the Project Manager’s functions described in
Attachment B, for Customer’s Software. 
 2.2.2 The omission of any Customer’s Software or the lack of any functionality of
Customer’s Software will not be a valid condition for Customer’s rejection of the Aircraft at the time of Aircraft delivery. 

  

					
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 2.2.3 Boeing has no obligation to
approve any documentation to support Customer’s Software certification. Boeing will review and operate Customer’s Software only if in Boeing’s reasonable opinion such review and operation is necessary to certify the CSE on the
Aircraft. 
 2.2.4 Boeing will not be responsible for obtaining FAA certification for Customer’s Software. 

 

	3.	Changes. 

 3.1 Any Customer request for changes to the CSE specification after Customer
acceptance of the Options will be made in writing directly to Boeing for approval and for coordination by Boeing with the Supplier. Any such change to the configuration of the Aircraft will be subject to *** through Boeing’s master change or
other process for amendment of the Purchase Agreement. Any Supplier price increase or decrease resulting from such change will be negotiated between Customer and Supplier. 

3.2 Boeing and Customer recognize that the developmental nature of the CSE may require changes to the CSE or the Aircraft in order to ensure
(i) compatibility of the CSE with the Aircraft and all other Aircraft systems, and (ii) FAA certification of the Aircraft with the CSE installed therein. In such event Boeing will notify Customer and recommend to Customer the most
practical means for incorporating any such change. If within fifteen (15) days after such notification Customer and Boeing cannot mutually agree on the incorporation of any such change or alternate course of action, the remedies available to
Boeing in Paragraph 6 will apply. 
  

	4.	Supplier Defaults. 

 Boeing will notify Customer in a timely manner in the event of a
default by a Supplier under the Supplier’s purchase order with Boeing. Within fifteen (15) days of Customer’s receipt of such notification, Boeing and Customer will agree on an alternate Supplier or other course of action. If Boeing
and Customer are unable to agree on an alternate Supplier or course of action within such time, the remedies available to Boeing in Paragraph 6 will apply. 
  

	5.	Exhibits B and C to the AGTA. 

 CSE is deemed to be BFE for the purposes of
Exhibit B, Customer Support Document, and Exhibit C, the Product Assurance Document, of the AGTA. 
  

	6.	Boeing’s Remedies. 

 If Customer does not perform its obligations as provided in
this Letter Agreement or if a Supplier fails (for any reason other than a default by Boeing under the purchase 

  

					
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order terms or this Letter Agreement) to deliver conforming CSE per the schedule set forth in the purchase order, then, in addition to any other remedies which Boeing may have by contract or
under law, Boeing may: 
 6.1 revise the scheduled delivery month of the Aircraft to accommodate the delay in delivery of the conforming CSE
and base the calculation of the Escalation Adjustment on such revised delivery month; 
 6.2 deliver the Aircraft without part or all of the
CSE installed, or with part or all of the CSE inoperative; and/or 
 6.3 increase the Aircraft Price by the amount of Boeing’s
additional costs attributable to such noncompliance, including but not limited to, *** associated with *** by Boeing, any *** due to a Supplier’s failure to perform in accordance with CSE program milestones as established by Boeing and agreed
to by the Supplier and particularly with respect to *** of such CSE. 
  

	7.	Advance Payments. 

 7.1 Estimated Price for the CSE. An estimated price for the
CSE purchased by Boeing will be included in the Aircraft Advance Payment Base Price to establish the advance payments for each Aircraft. The estimated price for the Boeing purchased CSE installed on each Aircraft is identified in Table 1 of the
Purchase Agreement. 
 7.2 Aircraft Price. The Aircraft Price will include the actual CSE prices and any associated transportation
costs charged Boeing by Suppliers or otherwise incurred by Boeing. 
  

	8.	Customer’s Indemnification of Boeing. 

 Customer will indemnify and hold harmless
Boeing from and against all claims and liabilities, including costs and expenses (including attorneys’ fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or
persons, including employees of Customer but not employees of Boeing, or for loss of or damage to any property, including Aircraft, arising out of or in any way connected with any nonconformance or defect in any CSE, and whether or not arising in
tort or occasioned in whole or in part by the negligence of Boeing. This indemnity will not apply with respect to any nonconformance or defect caused solely by Boeing’s installation of the CSE. 

 

	9.	Title and Risk of Loss. 

 Title of CSE will remain with Boeing until the Aircraft title
is transferred to Customer. Risk of loss will remain with the entity that is in possession of the CSE prior to Aircraft delivery. 

  

					
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 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/ Susan Englander

	Its		Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:		January 14, 2015
	
	UNITED AIRLINES, INC.
		
	By		 /s/ Gerald Laderman

	Its		Senior Vice President – Finance, Procurement and Treasury


  

					
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 Attachment A 

Cabin Systems Equipment 

The following optional features (Option(s)) describe(s) the items of equipment that under the terms and conditions of this Letter
Agreement are considered to be CSE. Each such Option is fully described in the Option Document as described in Exhibit A to the Purchase Agreement or the respective Option Data Pages, as applicable. Final configuration will be based on Customer
acceptance of any or all Options listed below. 
 Option Request Number and Title 

787-9 Aircraft Option Request Number(s) and Title(s) 
  

	 	•	 	4435E084B67; IMPLEMENTATION – BROADBAND COMMUNICATION INSTALLATION – *** – CSE (-9 ONLY) 

  

	 	•	 	4421E084B69; POST IMPLEMENTATION – WIRELESS ACCESS POINT (WAP) – *** – CSE – INSTALLATION – CAL 787-9 

  

	 	•	 	4431E084B68 – POST IMPLEMENTATION – EXTERNAL COMMUNICATION SYSTEM – INSTALLATION – *** – CSE 

  

	 	•	 	4420E415A25 – TBS3 – POST IMPLEMENTATION – IN-FLIGHT ENTERTAINMENT SYSTEM AS CABIN SYSTEMS EQUIPMENT – CSE 


  

					
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 Attachment B 

Project Manager 
  

	1.	Project Management. 

 Boeing will perform the following functions for the CSE. Boeing
will have authority to make day-to-day management decisions, and decisions on technical details which in Boeing’s reasonable opinion do not affect form, fit, function, cost, or aesthetics in any material respect. Boeing will be responsible for:

  

	 	(i)	managing the development of all program schedules; 

  

	 	(ii)	evaluating Supplier’s program management and developmental plans to meet Boeing’s production schedule; 

  

	 	(iii)	defining program metrics and status requirements; 

  

	 	(iv)	scheduling and conducting program design and schedule reviews with Customer and Suppliers, as needed; 

  

	 	(v)	monitoring compliance with schedules; 

  

	 	(vi)	evaluating and approving any recovery plans or plan revisions which may be required of either Suppliers or Customer; 

  

	 	(vii)	managing the joint development of the CSE system specification; and 

  

	 	(viii)	leading the development of a joint CSE project management plan (Project Plan). 

  

	2.	System Integration. 

 Boeing’s performance as Project Manager will include the
functions of systems integrator (Systems Integrator). As Systems Integrator Boeing will perform the following functions: 
  

	 	(i)	as required, assist Suppliers in defining their system specifications for the CSE, approve such specifications and develop an overall system functional specification; 


  

					
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	 	(ii)	ensure the Project Plan includes sufficient Supplier testing, Supplier sub-system testing, and an overall CSE system acceptance test; and 


 

	 	(iii)	organize and conduct technical coordination meetings with Customer and Supplier(s) to review responsibilities, functionality, Aircraft installation requirements and overall program schedule, direction and progress.


  

	3.	Seat Integration. 

  

	 	(i)	Boeing will coordinate the interface requirements between seat suppliers and Suppliers. Interface requirements are defined in Boeing Document No’s. D6-36230, “Passenger
Seat Design and Installation”; D6-36238, “Passenger Seat Structural Design and Interface Criteria”; D222W232, “Seat Wiring and Control Requirements”; and
D222W013-4, “Seat Assembly Functional Test Plan”, as amended and superseded from time to time. 


  

					
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