EX-10.1



 Exhibit 10.1 

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. 5 
 to

 Purchase Agreement No. 03776 

between 
 The Boeing Company 

and 
 United Airlines, Inc. 

Relating to Boeing Model 737-9 Aircraft 

THIS SUPPLEMENTAL AGREEMENT, entered into as of January 20, 2016, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC.
(Customer); 
 WHEREAS, the parties hereto entered into Purchase Agreement No. 03776 dated July 12, 2012, as amended and
supplemented (Purchase Agreement), relating to the purchase and sale of Boeing model 737-9 aircraft (Aircraft). This Supplemental Agreement is an amendment to the Purchase Agreement; 

WHEREAS, Boeing and Customer agree to *** 737-9 aircraft as *** Aircraft to the Purchase Agreement. 

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 deleted in its
entirety and replaced with the attached “Table of Contents” (identified by “SA-5”). 
  

	2.	Letter Agreements. 

 “Attachment A to Letter Agreement No.
UCH-PA-03776-LA-1207644” is deleted in its entirety and replaced with the attached “Attachment A to Letter Agreement No. UCH-PA-03776-LA-1207644” (identified by “SA-5”). 

The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and
effect. 

  

					
	 UAL-PA-03776
	 	SA-5	 	Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 Supplemental Agreement No. 5 to 

Purchase Agreement No. 03776 
 EXECUTED IN DUPLICATE as of the
day and year first written above. 
  

					
	THE BOEING COMPANY	 		 	UNITED AIRLINES, INC.
			
	 /s/ Chastity Matthews
	 		 	 /s/ Gerald Laderman

	Signature	 		 	Signature
			
	 Attorney-in-Fact
	 		 	 Senior Vice President -
Finance and acting Chief Financial Officer

	Title	 		 	Title


  

					
	 UAL-PA-03776
	 	SA-5	 	Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 TABLE OF CONTENTS 

 
  

							
	 	  	SA
NUMBER	 
	 ARTICLES
	  			
	 Article 1.
	  	Quantity, Model and Description	  			
	 Article 2.
	  	Delivery Schedule	  			
	 Article 3.
	  	Price	  			
	 Article 4.
	  	Payment	  			
	 Article 5.
	  	Additional Terms	  			
		
	 TABLE
	  			
	 1.
	  	 Aircraft Information Table – 737-9
	  	 	SA-3	  
		
	 EXHIBITS
	  			
	 A.
	  	Aircraft Configuration	  			
	 B.
	  	Aircraft Delivery Requirements and Responsibilities	  			
		
	 SUPPLEMENTAL EXHIBITS
	  			
	 AE1.
	  	Escalation Adjustment/Airframe and Optional Features	  			
	 BFE1.
	  	BFE Variables	  			
	 CS1.
	  	Customer Support Variables	  			
	 EE1.
	  	Engine Warranty ***	  			
	 SLP1.
	  	Service Life Policy Components	  			
		
	 LETTER AGREEMENTS
	  			
	
UCH-PA-03776-LA-1207637

	  	*** Matters	  			
	
UCH-PA-03776-LA-1207638

	  	***	  			
	
UCH-PA-03776-LA-1207640

	  	Demonstration Flight Waiver	  			
	
UCH-PA-03776-LA-1207643

	  	Open Matters	  			
	 UCH-PA-03776-LA-1207644
	  	*** Aircraft	  	 	SA-5	  
	
UCH-PA-03776-LA-1207646

	  	Promotional Support	  			
	
UCH-PA-03776-LA-1207647

	  	Seller Purchased Equipment	  			
	
UCH-PA-03776-LA-1207649

	  	Spare Parts Initial Provisioning	  			
	
UCH-PA-03776-LA-1207650

	  	Special Matters	  			
	
UCH-PA-03776-LA-1208055

	  	***	  			
	
UCH-PA-03776-LA-1208122

	  	***	  			
	
UCH-PA-03776-LA-1208123

	  	*** Matters	  			
	
UCH-PA-03776-LA-1208157

	  	***	  			


  

					
	 UCH-PA-03776
	 	 TABLE OF CONTENTS
	 	 SA-5, Page 1 of 2

	BOEING/UNITED AIRLINES, INC. PROPRIETARY









 TABLE OF CONTENTS, CONTINUED 

 

					
	 	  	SA
NUMBER
	 LETTER AGREEMENTS, continued
	  	
	
UCH-PA-03776-LA-1208234
	  	Privileged and Confidential Matters	  	
	
UCH-PA-03776-LA-1208596
	  	AGTA Matters	  	
	
UCH-PA-03776-LA-1208238
	  	Assignment Matters	  	
	
UCH-PA-03776-LA-1208869
	  	Delivery *** Matters	  	
	
UAL-PA-03784-LA-1207869
	  	737 Production Adjustments	  	

  

			
	 SUPPLEMENTAL AGREEMENTS
	  	 DATED AS OF

		
	 Supplemental Agreement No. 1
	  	June 17, 2013
		
	 Supplemental Agreement No. 2
	  	January 14, 2015
		
	 Supplemental Agreement No. 3
	  	May 26, 2015
		
	 Supplemental Agreement No. 4
	  	June 12, 2015
		
	 Supplemental Agreement No. 5
	  	January 20, 2016


  

					
	 UCH-PA-03776
	 	TABLE OF CONTENTS	 	SA-5, Page 2 of 2
	BOEING/UNITED AIRLINES, INC. PROPRIETARY









 Attachment A to Letter Agreement No. UCH-PA-03776-LA-1207644 

737-9 *** Aircraft Delivery, Description, Price and *** 
  

															
	Airframe Model/MTOW:	  	737-9	  	*** pounds	 		 	Detail Specification:	  		  	 ***
	  	
	Engine Model/Thrust:	  	CFM-LEAP-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:	  		  	$***	 		 		  		  		  	
	Seller Purchased Equipment (SPE) Estimate:	  		  	$***	 		 		  		  		  	
	 Deposit per Aircraft:
	  		  	$***	 		 		  		  		  	

  

																	
	 Delivery

Date
	  	 Number of

Aircraft
	  	 Escalation

Factor

(Airframe)
	  	 Actual or Nominal

Delivery
Month*
	  	 Escalation Estimate

*** Base
 Price Per
A/P
	  	
*** Per Aircraft (Amts. Due/*** Prior to Delivery):

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

	***	  	***	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	Total:	  	***	  		  		  		  		  		  		  	

  

	*	Nominal delivery months are *** pursuant to Letter Agreement number UCH-PA-03776-LA-1207644. 

 Note: The
estimated Advance Payment Base Prices have been calculated using a *** and *** as follows: 
  

			
	***	  	$***
	***	  	$***
	***	  	$***
	***	  	$***


  

					
	 UCH-PA-03776 59499-1F.TXT
	 		 	SA-4
		 	 Boeing / United Airlines, Inc. Proprietary
	 	Page 1