EX-10.4



 Exhibit 10.4 

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. 10 

to 
 Purchase Agreement
No. 2484 
 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) (Customer); 
 WHEREAS, the parties hereto entered into Purchase Agreement No. 2484 dated
December 29, 2004 (Purchase Agreement), as amended and supplemented, relating to Boeing model 787 aircraft (Aircraft); 

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

WHEREAS, Boeing and Customer agree to reschedule *** model 787-*** Aircraft as follows: 

 

					
	 Serial Number
	  	 Original Delivery Month
	  	 New Delivery Month

	 ***
	  	***	  	***

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

							
	 787-*** Manufacturer

Serial Number
	  	 787-*** Aircraft

Delivery Month
	  	 777 Manufacturer

Serial Number
	  	 777 Aircraft

Delivery Month

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


  

					
	 P.A. 2484
	 		 	SA-10, Page 1
	BOEING/UNITED AIRLINES, INC. PROPRIETARY









 WHEREAS, Boeing and Customer agree to reschedule *** Boeing model 787-9 Option Aircraft as
follows: 
  

			
	 Original Option Delivery Month
	  	 New Option Delivery Month

	 ***
	  	***

 WHEREAS, Boeing and Customer agree to *** the following *** model 787-9 Option Aircraft (*** Options):

  

			
	 Original Option Delivery Month
	  	 Quantity

	 ***
	  	***

 WHEREAS, Boeing and Customer agree to *** received by Boeing for the Cancelled Aircraft and *** Options as
follows: 
 - $ *** to MSN *** ; 

- $ *** to MSN *** ; 
 - Any ***
to the *** 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. 
 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. 10. 
  

	2.	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. 10. 
  

	3.	Table. 

 Table 1 is replaced in its entirety with the Table 1 that is attached
hereto and references this Supplemental Agreement No. 10. 
  

	4.	Letter Agreements. 

  

	 	a.	Attachment B to Letter Agreement 6-1162-MSA-547R5, “Option Aircraft” is replaced in its entirety with the Attachment B to Letter Agreement 6-1162-MSA-547R5, “Option Aircraft” that is attached hereto
and references this Supplemental Agreement No. 10. 


  

					
	 P.A. 2484
	 		 	SA 10, Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










	 	b.	Letter Agreement 6-1162-MSA-552A1, “Special Matters — Amendment 1” that is attached hereto and references this Supplemental Agreement No. 10 is hereby inserted into the Purchase Agreement immediately
after Letter Agreement
 6-1162-MSA-552R7, “Special Matters”. 

  

	 	c.	Letter Agreement UAL-PA-2484-LA-1302613, Installation of Cabin Systems Equipment, which is attached hereto and references this Supplemental Agreement No. 4 is hereby inserted into the Purchase Agreement.


  

	 	d.	Letter Agreement UAL-PA-2484-LA-1500016, Demonstration Flight Waiver, which is attached hereto and references this Supplemental Agreement No. 4 is hereby inserted into the Purchase Agreement. 


 

	5.	Conditions Precedent: This Supplemental Agreement No. 10 will be effective subject to satisfaction of all of the following conditions precedent (collectively the Conditions Precedent):


  

	 	a.	Execution of Supplemental Agreement No. 4 to Purchase Agreement No. 3860 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 

  

	 	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. 

  

					
	 P.A. 2484
				SA 10, Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










			
	 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


  

					
	 P.A. 2484
				SA 10, Page 4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 TABLE OF CONTENTS 

 

					
	 	  	 	  	SA
NUMBER
	 ARTICLES
	  		  	
	 Article 1.
	  	Quantity, Model and Description	  	SA-8
	 Article 2.
	  	Delivery Schedule	  	SA-8
	 Article 3.
	  	Price	  	SA-8
	 Article 4.
	  	Payment	  	SA-8
	 Article 5.
	  	Additional Terms	  	SA-8
			
	 TABLE
	  		  	
	 1.
	  	Aircraft Information Table	  	SA-10
			
	 EXHIBITS
	  		  	
	 A1.
	  	787-8 Aircraft Configuration	  	SA-6
	 A2.
	  	787-9 Aircraft Configuration	  	SA-10
	 B.
	  	Aircraft Delivery Requirements and Responsibilities	  	SA-1
			
	 SUPPLEMENTAL EXHIBITS
	  		  	
	 AE1.
	  	Escalation Adjustment/Airframe and Optional Features	  	SA-1
	 BFE1.
	  	BFE Variables	  	SA-8
	 CS1.
	  	Customer Support Document	  	SA-5
	 EE1.
	  	Engine Escalation/Engine Warranty ***	  	SA-2
	 SLP1.
	  	Service Life Policy Components	  	SA-1
			
	 LETTER AGREEMENTS
	  		  	
	 6-1162-MSA-546R4
	  	Open Configuration Matters	  	SA-6
	 6-1162-MSA-547R5
	  	Option Aircraft	  	SA-8
		  	      Attachment A (deleted)	  	SA-7
		  	      Attachment B	  	SA-8
	 6-1162-MSA-549
	  	Spare Parts Initial Provisioning	  	SA-1
	 6-1162-AJH-921
	  	787 e-Enabling	  	SA-6


  

					
	 P.A. 2484
	 	TABLE OF CONTENTS, Page 1 of 3	 	SA-10
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 TABLE OF CONTENTS, CONTINUED 

 
  

					
	 	  	 	  	SA
NUMBER
	 LETTER AGREEMENTS, continued
	  	
	 6-1162-AJH-922
	  	Special Matters Relating to COTS Software and End User License Agreements	  	SA-6
	 6-1162-AJH-923
	  	Special Terms – Seats and In-flight Entertainment	  	SA-6
	 6-1162-RCN-1940
	  	Model 787 Post-Delivery Software & Data Loading	  	SA-7
		
	 CONFIDENTIAL LETTER AGREEMENTS
	  	
	6-1162-MSA-550	  	Spare Parts Commitments	  	SA-1
	6-1162-MSA-551R2	  	Performance Guarantees	  	SA-5
	6-1162-MSA-552R7	  	Special Matters	  	SA-9
	6-1162-MSA-552A1	  	Special Matters – Amendment 1	  	SA-10
	6-1162-MSA-553R1	  	Open Matters	  	SA-1
	6-1162-MSA-554R4	  	Model Substitution	  	SA-8
	6-1162-MSA-555	  	Promotional Support	  	SA-1
	6-1162-RCN-1936	  	Other Special Matters	  	SA-7
	6-1162-RCN-1936A1	  	Other Special Matters - Amendment 1	  	SA-8
	6-1162-RCN-1937	  	Performance Guarantees – Block B Aircraft	  	SA-7
	6-1162-RCN-1938	  	*** – Block B Aircraft - TERMINATED	  	SA-8
	6-1162-RCN-1939	  	***	  	SA-7
	CAL-PA-2484-LA-1302248	  	Aircraft Acceleration from November 2014 to October 2014	  	SA-9
	CAL-PA-2484-LA-1302613	  	Cabin Systems Equipment	  	SA-10
	CAL-PA-2484-LA-1500016	  	Demonstration Flight Waiver	  	SA-10


  

					
	 P.A. 2484
	 	TABLE OF CONTENTS, Page 2 of 3	 	SA-10
	BOEING/UNITED AIRLINES, INC. PROPRIETARY









 TABLE OF CONTENTS, CONTINUED 

 

							
	 SUPPLEMENTAL AGREEMENTS
				 	DATED AS OF:	  
			
	 Supplemental Agreement No. 1
				 	June 30, 2005	  
			
	 Supplemental Agreement No. 2
				 	January 20, 2006	  
			
	 Supplemental Agreement No. 3
				 	May 3, 2006	  
			
	 Supplemental Agreement No. 4
				 	July 14, 2006	  
			
	 Supplemental Agreement No. 5
				 	March 12, 2007	  
			
	 Supplemental Agreement No. 6
				 	November 15, 2007	  
			
	 Supplemental Agreement No. 7
				 	November 7, 2012	  
			
	 Supplemental Agreement No. 8
				 	June 17, 2013	  
			
	 Supplemental Agreement No. 9
				 	June 6, 2014	  
			
	 Supplemental Agreement No. 10
				 	January 14, 2015	  


  

					
	 P.A. 2484
		TABLE OF CONTENTS, Page 3 of 3		SA-10
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 Table 1 

Purchase Agreement No. 2484 

787-9 Aircraft Delivery, Description, Price and Advance Payments 

(787-9/GE ***) 
  

																	
	Airframe Model/MTOW: 	  	787-9	  	*** pounds1	  		  	Detail Specification:	  	 	***	  	  			
	 Engine Model/Thrust:
	  	 GENX-1B***
	  	*** 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 Estimate:
	  	$***	  		  	Base Year Index (ECI):	  	 	***	  	  			
		  		  		  		  	Base Year Index (CPI):	  	 	***	  	  			

  

																			
	 Scheduled
Delivery

Date
	  	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):
	  	  	  	  	  	  	***	  	***	  	***	  	***
	Block A Aircraft	  		  		  		  		  		  		  		  	
	***	  	***	  	***	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	***
									
	Block B Aircraft	  		  		  		  		  		  		  		  	
	***	  	***	  	***	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	***
										
	Total 787-9s	  	15	  		  		  		  		  		  		  		  	


  

					
	 CAL-PA-2484, APR 71359
	 	Boeing / United Airlines, Inc. Proprietary	 	787-9 Table 1, Page 1, SA-10









 787-9 AIRCRAFT CONFIGURATION 

between 
 THE BOEING COMPANY 

and 
 UNITED AIRLINES, INC. 

Exhibit A2 to Purchase Agreement Number 2484 

  

					
	 P.A. No. 2484
		A2		SA 10
	BOEING PROPRIETARY









 Exhibit A2 to 

Purchase Agreement No. 2484 
 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 *** , 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. 2484
		A2-2		SA-10
	BOEING PROPRIETARY









 Exhibit A2 to 

Purchase Agreement No. 2484 
 Page 3 

 

					
	 CR
	  	 Title
	  	 Price Per

Aircraft

2006$

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


  

					
	 P.A. No. 2484
	 	A2-3	 	SA-10
	BOEING PROPRIETARY









 Exhibit A2 to 

Purchase Agreement No. 2484 
 Page 4 

 

					
	 CR
	  	 Title
	  	 Price Per

Aircraft

2006$

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


  

					
	 P.A. No. 2484
	 	A2-4	 	SA-10
	BOEING PROPRIETARY









 Exhibit A2 to 

Purchase Agreement No. 2484 
 Page 5 

 

					
	 CR
	  	 Title
	  	 Price Per

Aircraft

2006$

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

			TOTAL OPTIONS ***		    $ ***
		  		  	  



  

					
	 P.A. No. 2484
		A2-5		SA-10
	BOEING PROPRIETARY









 Attachment B to Option Aircraft Letter 6-1162-MSA-547R5 

787-*** Option Aircraft Delivery, Description, Price and Advance Payments 

(787-***/GE *** ) 
  

															
								
	Airframe Model/MTOW:	 	787-***	 	*** pounds	 		 	 Detail Specification:
	 		 	***	 	
	Engine Model/Thrust:	 	GENX-1B***	 	*** 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):				***		
							
	Non-Refundable Deposit/Aircraft at Def Agreemt:		$ ***										

  

																			
	 Delivery

Date
	  	 Number of

Aircraft
	  	 Escalation

Factor

(Airframe)
	  	 Escalation

Factor

(Engine)
	  	 	  	Escalation Estimate
Adv Payment Base
Price Per A/P	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to
Delivery):
	  	  	  	  	  	 	***	 	***	 	***	 	***
	***	  	***	  	***	  	***	  		  	$ ***	 	$ ***	 	$ ***	 	$ ***	 	$ ***
	Total:	  	***	  		  		  		  		 		 		 		 	


  

					
	 UAL-PA-02484 71828-1F.TXT
	  	Boeing / United Airlines, Inc. Proprietary	  	 SA-10

Page 1











					
	 




  
				 The Boeing Company
 P.O. Box
3707
 Seattle, WA 98124-2207
  


  
 6-1162-MSA-552A1

 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, IL 60606 
  

	Subject:	Special Matters – Amendment 1 

  

	Reference:	Purchase Agreement No. 2484 (the Purchase Agreement) 

 between The Boeing Company (Boeing)
and United 
 Airlines, Inc. (Customer) relating to Model 787 aircraft (the Aircraft) 

Ladies and Gentlemen: 
 This Letter Agreement (Amending
Letter Agreement) amends and supplements the Purchase Agreement and amends certain of the terms in Letter Agreement 6-1162-MSA-552R7 (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 2 of the Letter Agreement. 

 The following new table is hereby inserted at the end
of Section 4.2 of the Letter Agreement: 
  

									
	Serial Number		 		Delivery Date		 		787-8 Advance Payment Base Price
	 ***
				***				***

 The following new Section 4.3 is hereby inserted immediately after Section 4.2 of the Letter Agreement: 

4.3 2015 Payments for November 2015 787-9 Aircraft. In consideration of Customer *** the delivery month of the 787-9 Aircraft bearing
serial number *** to *** (Aircraft *** ), Customer, at the time of delivery of Aircraft *** , shall be entitled to *** with Boeing under the Purchase Agreement in an amount *** on Aircraft *** , which will be *** to the delivery *** for
Aircraft *** . Customer shall *** Boeing all such *** pursuant to this Section 4.3 no earlier than *** and no later than *** . Notwithstanding Paragraph 5.1 below, Boeing will *** as a result of the *** for Aircraft *** . 

 

	2.	Confidential Treatment. 


  

			
	 P.A. No. 2484
		SA 10
	6-1162-MSA-552A1 Special Matters		
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 



 
  
 Boeing and Customer understand that certain
information contained in this Amending Letter Agreement, including any attachments hereto, is considered by both parties to be confidential. Boeing and Customer agree that each party will treat this Amending Letter Agreement and the information
contained herein as confidential and will not, without the other party’s prior written consent, disclose this Amending Letter Agreement or any information contained herein to any other person or entity except as may be required by applicable
law or governmental regulations. 
 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		


  

			
	 P.A. No. 2484
		SA 10
	6-1162-MSA-552A1 Special Matters		
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










			
	 




  
		 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207
  


  

CAL-PA-2484-LA-1302613 
 United Airlines, Inc. 

233 South Wacker Drive 
 Chicago, IL 60606 

 

			
	 Subject:
		Installation of Cabin Systems Equipment
		
	 Reference:
		Purchase Agreement No. PA-2484 (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 from among those identified in Attachment A to this
Letter Agreement; or options otherwise available in the then current Standard Selections Catalog and formally offered by Boeing (Options); 

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; 

  

					
	 CAL-PA-2484-LA-1302613
				SA-10
	 Cabin Systems Equipment
				LA Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 



 
  
 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 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 Treasurer


  

					
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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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	  	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
  

CAL-PA-2484-LA-1500016 
 United Airlines, Inc. 

233 South Wacker Drive 
 Chicago, IL 60606 

 

			
	 Subject:
	  	Demonstration Flight Waiver
		
	 Reference:
	  	Purchase Agreement No. PA-2484 (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 15, 2015
	
	UNITED AIRLINES, INC.
		
	By		 /s/ Gerald Laderman

	Its		Senior Vice President – Finance, Procurement and Treasurer


  

					
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