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. 11 

to 
 Purchase Agreement Number
03784 
 Between 
 The Boeing
Company 
 and 
 United
Airlines, Inc. 
 Relating to Boeing Model 737 Aircraft 

THIS SUPPLEMENTAL AGREEMENT is entered into as of March 7, 2016 by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES,
INC. (Customer); 
 WHEREAS, the parties hereto entered into Purchase Agreement Number 03784 dated July 12, 2012 (Purchase
Agreement), as amended and supplemented, relating to the purchase and sale of Boeing Model 737 aircraft (Aircraft); and 

WHEREAS, Boeing and Customer agree (i) ***, and (ii) ***737-***; and 

WHEREAS, further the definition of “2016 737NG Aircraft”, which originally applied to ***737-***, shall be deemed to ***
described above, for a *** “2016 737-***Aircraft”. 
 WHEREAS, Boeing and Customer agree to *** 737-*** aircraft (737-***
Aircraft) to the Purchase Agreement; and 
 WHEREAS, Boeing and Customer agree to *** 737-*** aircraft (737-*** Aircraft) to
the Purchase Agreement; and 
 NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to amend the
Purchase Agreement as follows: 
  

	 	1.	Table of Contents, Tables and Letter Agreements: 

 1.1 The “Table of Contents”
is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-11”). 

  

					
		  	SA-11	  	Page 1
	 UAL-PA-03784
	  	BOEING / UNITED AIRLINES PROPRIETARY	  	









 Supplemental Agreement No. 11 to 

Purchase Agreement PA-03784 
 1.2 “Table
1B” is deleted in its entirety and replaced with the attached “Table 1B” (identified by “SA-11”). 
 1.3 Attachment
A1 to BFE 2 entitled “Buyer Furnished Equipment Variables—2016 737-*** Aircraft” (identified by “SA-11”) is added to the Purchase Agreement. 

1.4 Letter Agreement UAL-PA-03784-LA-1207879R3 entitled “2016 737NG *** Aircraft” is deleted in its entirety and replaced by Letter
Agreement UAL-PA-03784-LA-1207879R4 entitled “737-*** Aircraft” (identified by “SA-11”). 

1.5 Letter Agreement UAL-PA-03784-LA-1600586 entitled “*** Aircraft” (identified by “SA-11”) is added to the Purchase
Agreement. 
 1.6 Letter Agreement UAL-PA-03784-LA-1600829 entitled “*** for 2016 737-*** Aircraft” (identified by
“SA-11”) is added to the Purchase Agreement. 
 1.7 
  

	 	2.	Revisions to the Purchase Agreement: 

 2.1 Prior to Supplemental Agreement No. 11,
the term “2016 737NG Aircraft” applied to *** 737-*** to the Purchase Agreement by Supplemental Agreement No. 9. Commencing with Supplemental Agreement No. 11, the term “2016 737NG Aircraft” shall be deemed to
*** by this Supplemental Agreement No. 11 and shall now be defined collectively as “2016 737-700 Aircraft”. Additionally, the following references to “2016 737NG Aircraft” in the Purchase Agreement and the associated
exhibits, supplemental exhibits, and letter agreements are replaced with the term “2016 737-*** Aircraft” to the Purchase Agreement and such term shall be *** 737-*** aircraft, as further described in Figure 1. 

Figure 1 
  

					
	 Document
	  	 Original Reference
	  	 Replacement Reference

	 Supplemental Exhibit A-1 – Aircraft Configuration
	  	“2016 737NG Aircraft”	  	“2016 737-*** Aircraft”
	 Supplemental Exhibit BFE 2 – Buyer Furnished Equipment
	  	“2016 737NG Aircraft”	  	“2016 737-*** Aircraft”
	 Attachment AR1 to Letter Agreement UAL-PA-03784-LA-1207881 – Seller Purchased
Equipment
	  	“2016 737NG Aircraft”	  	“2016 737-*** Aircraft”
	 UAL-PA-03784-LA-1208155R2 – *** Matters 737-*** and 2016 737NG Aircraft
	  	“2016 737NG Aircraft”	  	“2016 737-*** Aircraft”
	 UAL-PA-03784-LA-1504843 – Open Matters – 2016 737NG Aircraft
	  	“2016 737NG Aircraft”	  	“2016 737-***Aircraft”
	 UAL-PA-03784-LA-1504844 – Special Matters – 2016 737NG Aircraft
	  	“2016 737NG Aircraft”	  	“2016 737-*** Aircraft”


  

					
		  	SA-11	  	Page 2
	 UAL-PA-03784
	  	BOEING / UNITED AIRLINES PROPRIETARY	  	









 Supplemental Agreement No. 11 to 

Purchase Agreement PA-03784 
 2.2 The following
references to “2016 737NG *** Aircraft” in the Purchase Agreement and the associated exhibits, supplemental exhibits, and letter agreements to the Purchase Agreement are now deemed “737-*** Aircraft” as further described in
Figure 2. 
 Figure 2 
  

					
	 Document
	  	 Original Reference
	  	 Replacement Reference

	 UAL-PA-03784-LA-1208155R2

*** Matters 737-*** and 2016 737NG Aircraft
	  	“2016 737NG *** Aircraft”	  	“737-*** Aircraft”
	 UAL-PA-03784-LA-1208156R1

*** for the 737NG Aircraft
	  	“2016 737NG *** Aircraft”	  	“737-*** Aircraft”

 2.3 If Boeing or Customer determines that references described in Figure 1 and Figure 2 of this Supplemental
Agreement No. 11 should be further amended, then Boeing and Customer will work together for a mutually agreeable solution. 

3.    Miscellaneous: Boeing and Customer agree to *** by Boeing as *** 2016 737NG *** to Customer’s *** under
this Supplemental Agreement No. 11. Such *** will be due for *** by Customer to Boeing no later *** after execution of this Supplemental Agreement No. 11. 

The Purchase Agreement will be deemed to be supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full
force and effect. 
 *****The remainder of this page is intentionally left blank***** 

  

					
		  	SA-11	  	Page 3
	 UAL-PA-03784
	  	BOEING / UNITED AIRLINES PROPRIETARY	  	









 Supplemental Agreement No. 11 to 

Purchase Agreement PA-03784 
 EXECUTED IN DUPLICATE as of the day
and year first written above. 
  

					
	THE BOEING COMPANY	 		  	UNITED AIRLINES, INC.
			
	 /s/ Irma L Krueger
	 		  	 /s/ Gerald Laderman

	Signature	 		  	Signature
			
	 Irma L Krueger
	 		  	 Gerald Laderman

	Printed Name	 		  	Printed Name
			
	 Attorney-in-Fact
	 		  	 Senior Vice President – Finance and

acting Chief Financial Officer

	Title	 		  	Title


  

					
		  	SA-11	  	Page 4
	 UAL-PA-03784
	  	BOEING / UNITED AIRLINES 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
	  		  	
	1A.	  	Aircraft Information Table – 737-***	  	SA-8
	1B	  	Aircraft Information Table - 2016 737-*** Aircraft	  	SA-11
	1C.	  	Aircraft Information Table –Firm 737-*** Aircraft	  	SA-10
			
	 EXHIBITS
	  		  	
	A.	  	Aircraft Configuration - 737-***	  	
	A1.	  	Aircraft Configuration – 2016 737-*** Aircraft	  	SA-9
	A2.	  	Aircraft Configuration – Firm 737-*** Aircraft	  	SA-10
	B.	  	Aircraft Delivery Requirements and Responsibilities	  	
			
	 SUPPLEMENTAL EXHIBITS
	  		  	
	AE1.	  	Escalation Adjustment/Airframe and Optional Features	  	SA-9
	BFE1.	  	BFE Variables for 737-*** Aircraft	  	SA-1
	BFE2.	  	BFE Variables for 2016 737-*** Aircraft Incorporated by SA-9	  	SA-9
		  	Attachment A1: BFE Variables for *** 2016 737-*** Aircraft Incorporated by SA-11	  	SA-11
	BFE3.	  	BFE Variables for Firm 737-*** Aircraft	  	SA-10
	CS1.	  	Customer Support Variables	  	
	EE1.	  	Engine Escalation, Engine Warranty ***	  	
	SLP1.	  	Service Life Policy Components	  	


  

					
	 P.A. 03874
	 	TABLE OF CONTENTS, Page 1 of 3	 	SA-11
	BOEING / UNITED AIRLINES PROPRIETARY









 TABLE OF CONTENTS, CONTINUED 

 

					
	 	  	 SA

NUMBER

	LETTER AGREEMENTS	  		  	
	UAL-PA-03784-LA-1207868	  	Performance Guarantees	  	
	UAL-PA-03784-LA-1207870	  	Spare Parts Initial Provisioning	  	
	UAL-PA-03784-LA-1207871	  	Special Matters	  	
	UAL-PA-03784-LA-1207878	  	Demonstration Flight Waiver	  	
	UAL-PA-03784-LA-1207879R2	  	*** Aircraft ***	  	SA-9
	UAL-PA-03784-LA-1207879R4	  	737-*** Aircraft	  	SA-11
	UAL-PA-03784-LA-1207881	  	Seller Purchased Equipment 737-***	  	
		  	Attachment AR1 to Letter Agreement UAL-PA-03784-LA-1207881	  	SA-9
	UAL-PA-03784-LA-1208155R2	  	*** Matters 737-*** and 2016 737-*** Aircraft	  	SA-9
	UAL-PA-03784-LA-1208156R1	  	*** for the 737NG Aircraft	  	SA-9
		  	Attachment A: ***	  	SA-9
		  	Attachment B1: ***	  	SA-9
		  	Attachment B2: ***	  	SA-9
	UAL-PA-03784-LA-1208172	  	***	  	
	UAL-PA-03784-LA-1208173	  	***	  	SA-1
	UAL-PA-03784-LA-1208169	  	737 Production Adjustments	  	
	UAL-PA-03784-LA-1208938	  	Privileged and Confidential Matters	  	
	UAL-PA-03784-LA-1208939	  	Aircraft Model ***	  	
	UAL-PA-03784-LA-1209115	  	***	  	
	UAL-PA-03784-LA-1300306	  	Aircraft Reschedule – January 2014 to February 2014	  	SA-2
	UAL-PA-03784-LA-1400240	  	Aircraft Rescheduling of ***	  	SA-5
	UAL-PA-03784-LA-1504843	  	Open Matters – 2016 737-*** Aircraft	  	SA-9
	UAL-PA-03784-LA-1504844	  	Special Matters – 2016 737-*** Aircraft	  	SA-9
	UAL-PA-03784-LA-1600041	  	Special Matters – Firm 737-*** Aircraft	  	SA-10
	UAL-PA-03784-LA-1600586	  	737-*** Aircraft	  	SA-11
	UAL-PA-03784-LA-1600829	  	*** for 2016 737-*** Aircraft	  	SA-11


  

					
	 P.A. 03874
	 	TABLE OF CONTENTS, Page 2 of 3	 	SA-11
	BOEING / UNITED AIRLINES PROPRIETARY









 TABLE OF CONTENTS 

 

					
	 SUPPLEMENTAL AGREEMENTS
	  	DATED AS OF	 
	Supplemental Agreement No. 1	  	 	September 27, 2012	 
		
	Supplemental Agreement No. 2	  	 	March 1, 2013	  
		
	Supplemental Agreement No. 3	  	 	June 27, 2013	  
		
	Supplemental Agreement No. 4	  	 	September 11, 2013	  
		
	Supplemental Agreement No. 5	  	 	March 3, 2014	  
		
	Supplemental Agreement No. 6	  	 	June 6, 2014	  
		
	Supplemental Agreement No. 7	  	 	May 26, 2015	  
		
	Supplemental Agreement No. 8	  	 	June 12, 2015	  
		
	Supplemental Agreement No. 9	  	 	January 20, 2016	  
		
	Supplemental Agreement No. 10	  	 	February 8, 2016	  
		
	Supplemental Agreement No. 11	  	 	March 7, 2016	  


  

					
	 P.A. 03874
	 	TABLE OF CONTENTS, Page 3 of 3	 	SA-11
	BOEING / UNITED AIRLINES PROPRIETARY









 Table 1B to Purchase Agreement No. PA-03784 

2016 737-*** Aircraft Delivery, Description, Price and *** 
  

															
	 Airframe Model/MTOW:
	  	737-***	  	*** pounds	  	#  	  	Detail Specification:	  		  	***	  	
	Engine Model/Thrust:	  	CFM56-7B***	  	*** pounds	  		  	Airframe Price Base Year/Escalation Formula:	  	***	  		  	***
	Airframe Price:	  		  	$***	  		  	Engine Price Base Year/Escalation Formula:	  	***	  		  	***
	Optional Features Estimate:	  		  	$***	  		  		  		  		  	
		  		  	  
	  		  		  		  		  	
	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:	  		  	See notes 1 & 2	  		  		  		  		  	

  

																							
	 	 	 	  	 	  	 	  	Escalation	  	Deposit per	  	 	  	Escalation Estimate	  	*** Per Aircraft (Amts. Due/
*** Prior to Delivery):
	 	 	# of	  	Delivery	  	Number of	  	Factor	  	Aircraft:	  	 	  	*** Base	  	***	  	***	  	***	  	***
	 	 	 Aircraft
	  	Date	  	Aircraft	  	(Airframe)	  	Notes 1, 2	  	                	  	Price Per A/P	  	***	  	***	  	***	  	***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***


  

					
	UAL-PA-03784 85015-1F.TXT	  	Boeing Proprietary	  	Table 1B Page 1, SA-11









 Table 1B to Purchase Agreement No. PA-03784 

2016 737-*** Aircraft Delivery, Description, Price and *** 
  

																							
	 	 	 	  	 	  	 	  	Escalation	  	Deposit per	  	 	  	Escalation Estimate	  	*** Per Aircraft (Amts. Due/
*** Prior to Delivery):
	 	 	# of	  	Delivery	  	Number of	  	Factor	  	Aircraft:	  	 	  	*** Base	  	***	  	***	  	***	  	***
	 	 	 Aircraft
	  	Date	  	Aircraft	  	(Airframe)	  	Notes 1, 2	  	                	  	Price Per A/P	  	***	  	***	  	***	  	***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***


  

					
	UAL-PA-03784 85015-1F.TXT	  	Boeing Proprietary	  	Table 1B Page 2, SA-11









 Table 1B to Purchase Agreement No. PA-03784 

2016 737-*** Aircraft Delivery, Description, Price and *** 
  

																							
	 	 	 	  	 	  	 	  	Escalation	  	Deposit per	  	 	  	Escalation Estimate	  	*** Per Aircraft (Amts. Due/
*** Prior to Delivery):
	 	 	# of	  	Delivery	  	Number of	  	Factor	  	Aircraft:	  	 	  	*** Base	  	***	  	***	  	***	  	***
	 	 	 Aircraft
	  	Date	  	Aircraft	  	(Airframe)	  	Notes 1, 2	  	                	  	Price Per A/P	  	***	  	***	  	***	  	***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 	***	  	***	  	***	  	***	  	***	  		  	$***	  	$***	  	$***	  	$***	  	$***
		 		  	Total:	  	***	  		  		  		  		  		  		  		  	


	Notes:	


	1)	*** in the Amount of *** is calculated as follows: *** 


	2)	*** amount of *** is calculated as follows: *** 


	#	*** pounds. Aircraft are eligible for the provisions of Letter Agreement 6-1162-MMF-311R8 entitled “Provisions Relating to Buyer’s *** for Model 737 Aircraft” 


  

					
	UAL-PA-03784 85015-1F.TXT	  	Boeing Proprietary	  	Table 1B Page 3, SA-11









 ATTACHMENT A1 TO BUYER FURNISHED EQUIPMENT VARIABLES 

relating to 
 BFE
Variables for the 
 (25) 2016 737-*** Aircraft Incorporated by SA-11 

This Attachment A1 to Supplemental Exhibit BFE2 sets forth preliminary BFE on-dock dates for ***
737-*** Aircraft incorporated into the Purchase Agreement by “SA-11”. 

  

					
	 UAL-PA-03784 BFE 2
	 	SA-11	 	Attachment A1 to BFE2, Page 1
	BOEING / UNITED AIRLINES PROPRIETARY










																							
	 ***
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	 UAL-PA-03784-BFE2
	 	SA-11	  	Attachment A1 to BFE2, Page 2

 BOEING / UNITED AIRLINES PROPRIETARY










			
	 




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

 


  

UAL-PA-03784-LA-1207879R4 
 United Airlines, Inc. 

233 South Wacker Drive 
 Chicago, IL 60606 

 

			
	 Subject:
	  	737-*** Aircraft
		
	 Reference:
	  	Purchase Agreement No. 03784 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to 737NG Aircraft

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-03784-LA-1207879R3 dated January 20, 2016. 

 

	1.	Right to Purchase *** Aircraft. 

 Subject to the terms and conditions contained in this
Letter Agreement, in addition to the Aircraft described in Table 1B to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the *** Model 737-*** aircraft (737-*** Aircraft). 

 

	2.	Delivery. 

 The number of 737-*** Aircraft and delivery months for such aircraft are
listed in the Attachment A to this Letter Agreement. 
  

	3.	Configuration. 

 3.1 Subject to the provisions of Article 3.2, below, the
configuration for the 737-*** Aircraft will be the Detail Specification for model 737-*** aircraft at the revision level in effect at the time of Definitive Agreement (as defined below). Such Detail Specification will be revised to include
(i) changes applicable to the Detail Specification that are developed by Boeing between the *** Date (as defined below) and the signing of the Definitive Agreement, (ii) changes required to obtain required regulatory certificates, and
(iii) other changes as mutually agreed. 
 3.2 Subject to mutual agreement the 737-*** Aircraft may start from a different
configuration specification, provided that it can achieve the same configuration which would result pursuant to the provisions of Article 3.1. 
  

  

					
	 P.A. No. 03784

UAL-PA-03784-LA-1207879R4 - 737-*** Aircraft
	 	 SA-11

Page 1

	BOEING / UNITED AIRLINES PROPRIETARY










 



 
  


	4.	Price. 

 4.1 The Airframe Price and Optional Features Prices for each of the 737-***
Aircraft are identified in Attachment A to this Letter Agreement. The Airframe Price and Optional Features Prices that will be identified in the Definitive Agreement for the 737-*** Aircraft will equal the ***, and (ii) for any changes
incorporated between the date of execution of the Purchase Agreement for the 2016 737-*** Aircraft and the date of execution of the Definitive Agreement for the 737-*** Aircraft, the *** Features Prices associated with such changes, which will be
those first published by Boeing (but no earlier than ***). For the avoidance of doubt, *** Features Prices that are not published by Boeing as of the date of execution of the Purchase Agreement for the 2016 737-*** Aircraft will be adjusted to
the same base year as the Optional Features Prices for the 2016 737-*** Aircraft in accordance with Supplemental Exhibit AE1. The resulting Airframe Price and *** Features Prices for the 737-*** Aircraft will escalate in accordance with
Supplemental Exhibit AE1. Boeing represents that the price protections provided in this Article 4.1 are consistent with the terms of Letter Agreement 6-1162-KKT-080, as amended. 

4.2 The Airframe Price, *** Features Prices, and Aircraft Basic Price for each of the 737-*** Aircraft shall be adjusted in accordance with the
terms set forth in Article 2.1.5 (Escalation Adjustment) of the AGTA. 
 4.3 The Advance Payment Base Price shall be developed in
accordance with the terms of the Purchase Agreement and determined at the time of Definitive Agreement. 
  

	5.	Payment. 

 5.1 Customer will *** as shown in Attachment A for each 737-*** Aircraft
(737-*** Deposit) on the date of execution of this Letter Agreement. When Customer ***, the 737-*** Deposit will be credited against the first advance payment due on such 737-*** Aircraft. 

5.2 At Definitive Agreement for the 737-*** Aircraft, *** will be payable as specified in the Purchase Agreement. The *** of the Aircraft Price
for the 737-*** Aircraft will be paid at the time of ***. 
 5.3 If Boeing decides not to build the
737-***, then the 737-***. 
 5.4 If Boeing decides to build the 737-***, then 

5.4.1 If Customer *** the 737-***, the 737-***. 

5.4.2 If Customer does not *** the 737-***, the 737-*** will be retained by Boeing. 

  

					
	 P.A. No. 03784

UAL-PA-03784-LA-1207879R4 - 737-*** Aircraft
	 	 SA-11

Page 2

	BOEING / UNITED AIRLINES PROPRIETARY










 



 
  


	6.	***. 

 6.1 Once Boeing notifies Customer that Boeing intends to build the 737-7X,
Customer will have *** from the date of such written notice to *** Date). 
 6.2 After receipt of Customer’s *** notice, Boeing
may make a *** request that the delivery date for such *** Aircraft ***. Customer will consider and, at Customer’s sole discretion, accommodate Boeing’s request if commercially reasonable. Boeing may make additional requests to adjust the
*** Aircraft delivery date, which Customer will consider at Customer’s sole discretion. 
 6.3 If the Customer *** a 737-*** Aircraft,
then such aircraft shall be a 2016 737-*** Aircraft and the terms and conditions of Letter Agreement UAL-PA-03784-LA-1504844 entitled “Special Matters – 2016 737-*** Aircraft” shall apply to each resulting 2016 737-*** Aircraft. 

 

	7.	Definitive Agreement. 

 Customer’s *** pursuant to Article 6 above will be a fully
effective and binding agreement for the purchase of the *** 737-*** Aircraft. All terms related to Customer’s Aircraft will apply immediately to such *** 737-*** Aircraft. Following *** of a 737-*** Aircraft, Boeing will prepare an invoice for
the applicable *** due, and Boeing and Customer will add the *** 737-*** Aircraft to the Purchase Agreement as a firm 2016 737-*** Aircraft by entering into a supplemental agreement to the Purchase Agreement (Definitive Agreement) no later
than *** following Customer’s ***, or such other date as the parties may mutually agree. The execution of the Definitive Agreement is to facilitate contract administration and is not a condition to the effectiveness of Customer’s agreement
to *** 737-*** Aircraft. 
  

	8.	Assignment. 

 Notwithstanding any other provisions of the Purchase Agreement, the rights
and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the 2016 737-*** Aircraft and cannot be assigned in whole or in part. 

 

	9.	Confidential Treatment. 

 Customer and Boeing understand that certain commercial and
financial information contained in this 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-03784-LA-1208938. 

  

					
	 P.A. No. 03784

UAL-PA-03784-LA-1207879R4 - 737-*** Aircraft
	 	 SA-11

Page 3

	BOEING / UNITED AIRLINES PROPRIETARY










 



 
  

 Very truly yours, 
  

			
	 THE BOEING COMPANY

		
	 By:
	 	 /s/ Irma L. Krueger

	 Its
	 	Attorney-in-Fact


  

					
	 P.A. No. 03784

UAL-PA-03784-LA-1207879R4 - 737-*** Aircraft
	 	 SA-11

Page 4

	BOEING / UNITED AIRLINES PROPRIETARY










 



 
  


			
	 ACCEPTED AND AGREED TO this

		
	 Date:
	 	March 7, 2016
	
	 UNITED AIRLINES, INC.

		
	 By:
	 	 /s/ Gerald Laderman

	 Its:
	 	Senior Vice President – Finance and acting Chief Financial Officer


  

					
	 P.A. No. 03784

UAL-PA-03784-LA-1207879R4 - 737-*** Aircraft
	 	 SA-11

Page 5

	BOEING / UNITED AIRLINES PROPRIETARY









 Attachment A to Letter Agreement No. LA-1207879 

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

															
	 Airframe Model/MTOW:
	  	737-***	  	***pounds #	  		  	 Detail Specification:
	  		  	***	  	
	 Engine Model/Thrust:
	  	CFM56-7B***	  	*** pounds	  		  	Airframe Price Base Year/Escalation Formula:	  	***	  		  	***
	 Airframe Price:
	  		  	$***	  		  	Engine Price Base Year/Escalation Formula:	  	***	  		  	***
	 Optional Features Estimate:
	  		  	$***	  		  		  		  		  	
		  		  	  
	  		  		  		  		  	
	 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: / Non-Refundable Deposit per Aircraft:	  	$***	  		  		  		  		  	

  

																					
	 # of

Aircraft
	  	 	  	 	  	Escalation	  	 	  	 	  	Escalation Estimate	  	*** Per Aircraft (Amts. Due/*** Prior to Delivery):
	  	Delivery	  	Number of	  	Factor	  	 	  	 	  	*** Base	  	***	  	***	  	***	  	***
	  	 Date
	  	Aircraft	  	(Airframe)	  	  
	  	  
	  	Price Per A/P	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  		  		  	$***	  	$***	  	$***	  	$***	  	$***
		  	Total:	  	***	  		  		  		  		  		  		  		  	

  

	#	*** pounds. Aircraft are eligible for the provisions of Letter Agreement 6-1162-MMF-311R8 entitled “Provisions Relating to Buyer’s *** for Model 737 Aircraft” 


 

  

					
	 UAL-PA-03784 85015-1F.TXT
	 		 	 SA-11

Page 1

	BOEING / UNITED AIRLINES PROPRIETARY










			
	 




  
	  	 The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207
  


 UAL-PA-03784-LA-1600586 
 United
Air Lines, Inc. 
 233 South Wacker Drive 
 Chicago, Illinois
60606 
  

			
	Subject:	  	737-*** Aircraft
		
	Reference:	  	Purchase Agreement No. 03784 (Purchase Agreement) between The Boeing Company (Boeing) and United Air Lines, Inc. (Customer) relating to Model 737-*** aircraft (Aircraft)

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

	1.	*** 737-*** Aircraft. 

 Subject to the terms and conditions contained in this
Letter Agreement, in addition to the Aircraft described in Table 1A to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will *** Model 737-*** aircraft (737-*** Aircraft). 

 

	2.	Delivery. 

 The number of aircraft and delivery months are listed in the Attachment A to
this Letter Agreement. 
  

	3.	Configuration. 

 3.1 Subject to the provisions of Article 3.2, below, the
configuration for the 737-*** Aircraft will be the Detail Specification for model 737-*** aircraft at the revision level in effect at the time of Definitive Agreement (as defined below). Such Detail Specification will be revised to include
(i) changes applicable to the Detail Specification that are developed by Boeing between the *** Date (as defined below) and the signing of the Definitive Agreement, (ii) changes required to obtain required regulatory certificates, and
(iii) other changes as mutually agreed. 
 3.2 Subject to mutual agreement, the 737-*** Aircraft may start from a different
configuration specification, provided that it can achieve the same configuration which would result pursuant to the provisions of Article 3.1. 
  

  

					
	UAL-PA-03784-LA-1600586	 		 	SA-11
	737-*** Aircraft	 		 	Page 1
	BOEING / UNITED AIRLINES PROPRIETARY










 



 
  


	4.	Price. 

 4.1 The Airframe Price and Optional Features Prices for each of the 737-***
Aircraft is identified in Attachment A to this Letter Agreement. The Airframe Price and Optional Features Prices that will be identified in the Definitive Agreement for the 737-*** Aircraft will equal ***. The resulting Airframe Price and
Optional Features Prices for the 737-*** Aircraft will escalate in accordance with Supplemental Exhibit AE1. Boeing represents that the price protections provided in this Article 4.1 are consistent with the terms of Letter Agreement
6-1162-KKT-080, as amended. 
 4.2 The Airframe Price, Optional Features Prices, and Aircraft Basic Price for each of the 737-*** Aircraft
shall be adjusted in accordance with the terms set forth in Article 2.1.5 (***) of the AGTA. 
 4.3 The *** Base Price shall be
developed in accordance with the terms of the Purchase Agreement and determined at the time of Definitive Agreement. 
  

	5.	Payment. 

 5.1 Customer will *** to Boeing in the amount shown in the Attachment for each
737-*** Aircraft ***, on the date of execution of this Letter Agreement. If Customer ***, the ***. If Customer does ***, Boeing will retain the *** for that 737-*** Aircraft and *** by Customer (including Continental Airlines, Inc. and United
Continental Holdings, Inc.) *** aircraft ***. If no future *** exist, then the *** for Boeing *** and ***. 
 5.2 Notwithstanding the amount
shown in Attachment A, ***for each 737-*** Aircraft. 
 5.3 At Definitive Agreement for the 737-*** Aircraft, *** will be payable as
specified in the Purchase Agreement. The *** of the Aircraft Price for the 737-*** Aircraft will be paid ***. 
  

	6.	***. 

 6.1 Customer may *** by giving written notice to Boeing on or before *** (***
Date). 
 6.2 After receipt of Customer’s *** notice, Boeing may *** that the delivery date for such 737-*** Aircraft be ***.
Customer will consider and, at Customer’s sole discretion, accommodate Boeing’s request if ***. Boeing may *** the 737-*** Aircraft delivery date, which Customer will consider at Customer’s sole discretion. 

  

					
	UAL-PA-03784-LA-1600586	 		 	SA-11
	737-*** Aircraft	 		 	Page 2
	BOEING / UNITED AIRLINES PROPRIETARY










 



 
  


	7.	Definitive Agreement. 

 Following Customer’s *** the parties will sign a
definitive agreement for the purchase of such 737-*** Aircraft (Definitive Agreement) no later than *** following Customer’s *** of a 737-*** Aircraft, or such other date as the parties may mutually agree. The Definitive Agreement will
include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement. In the event the parties have not entered into a Definitive Agreement within *** following ***, unless the parties have mutually agreed
to extend such date, either party may *** such 737-*** Aircraft by giving written notice to the other within ***.  
  

	8.	Assignment. 

 Notwithstanding any other provisions of the Purchase Agreement, the rights
and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part. 

 

	9.	Confidential Treatment. 

 Customer and Boeing understand that certain commercial and
financial information contained in this 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-03784-LA-1208938. 

Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By:	 	 /s/ Irma L Krueger

	Its:	 	Attorney-in-Fact


  

					
	UAL-PA-03784-LA-1600586	 		 	SA-11
	737-*** Aircraft	 		 	Page 3
	BOEING / UNITED AIRLINES PROPRIETARY










 



 
  


			
	ACCEPTED AND AGREED TO this
		
	Date:	 	March 7, 2016
	
	UNITED AIR LINES, INC.
		
	By:	 	 /s/ Gerald Lagerman

	Its:	 	Senior Vice President – Finance and acting Chief Financial Officer


  

					
	UAL-PA-03784-LA-1600586	 		 	SA-11
	737-*** Aircraft	 		 	Page 4
	BOEING / UNITED AIRLINES PROPRIETARY









 Attachment A to Letter Agreement No. LA-1600586 

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

																											
	 Airframe Model/MTOW:
	  	 	737-***	  	 	***pounds	  	 	#	  	  		  	Detail Specification:	  				 	 
	*
	** 
	 			
	 Engine Model/Thrust:
	  	 	CFM56-7B	*** 	 	*** pounds	  				  		  	Airframe Price Base Year/Escalation Formula:	  	 	*	** 	 				 	 	*	** 
	 Airframe Price:
	  				 	$***	  				  		  	Engine Price Base Year/Escalation Formula:	  	 	*	** 	 				 	 	*	** 
	 Optional Features Estimate:
	  				 	$***	  				  		  		  				 				 			
		  				 	  
	  				  		  		  				 				 			
	 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:
	  				 	$***	  	 	+	  	  		  		  				 				 			

  

																					
	 	  	 	  	 	  	Escalation	  	 	  	 	  	Escalation Estimate	  	*** Per Aircraft (Amts. Due/*** Prior to
Delivery):
	# of	  	Delivery	  	Number of	  	Factor	  	 	  	 	  	*** Base	  	***	  	***	  	***	  	***
	 Aircraft
	  	Date	  	Aircraft	  	(Airframe)	  	  
	  	  
	  	Price Per A/P	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  		  		  	$***	  	$***	  	$***	  	$***	  	$***
		  	Total	  	***	  		  		  		  		  		  		  		  	

  

	+	If Customer does ***, Boeing will retain the *** for that *** Aircraft and *** by Customer or United Continental Holdings, Inc. *** aircraft ***. If no future *** exist, then the *** for Boeing *** and ***.



	#	*** pounds. Aircraft are eligible for the provisions of Letter Agreement 6-1162-MMF-311R8 entitled “Provisions Relating to Buyer’s *** for Model 737 Aircraft” 


  

					
		 		 	SA-11
	UAL-PA-03784 85013-1F.TXT	 	Page 1
	BOEING / UNITED AIRLINES PROPRIETARY










			
	  
 




  
	  	 The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207
  



UAL-PA-03784-LA- 1600829 

United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, Illinois 60606 
  

			
	Subject:	  	*** for *** 737-*** Aircraft
	Reference:	  	Purchase Agreement No. 03784 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to 737NG Aircraft as defined in Supplemental Agreement No. 011 to the
Purchase Agreement

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

	1.	***. 

 In consideration of Customer’s purchase of the *** 737-*** Aircraft, Boeing
*** to Customer a *** on March 15, 2016. The *** shall be *** to Customer’s *** and *** by Customer for ***. 
  

	2.	Assignment. 

 Unless otherwise noted herein, the *** described in this Letter Agreement
*** to Customer and in *** Customer’s ***. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing. ***. 
  

  

					
	UAL-PA-03784-LA- 1600829	 		 	SA-11
	Special Promotional Support Consideration for 2016-737-700 Aircraft	 	Page 1
	BOEING / UNITED AIRLINES PROPRIETARY

  









  
 



 
  


	3.	Confidentiality 

 Customer and Boeing understand that certain commercial and financial
information contained in this 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-03784-LA-1208938. 
 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	By:	 	 /s/ Irma L Krueger

	Its:	 	Attorney-in-Fact


  

					
	UAL-PA-03784-LA- 1600829	 		 	SA-11
	Special Promotional Support Consideration for 2016-737-700 Aircraft	 	Page 2
	BOEING / UNITED AIRLINES PROPRIETARY










  
 



 
  


			
	ACCEPTED AND AGREED TO this
		
	Date:	 	March 7, 2016
	
	UNITED AIRLINES, INC.
		
	By:	 	 /s/ Gerald Laderman

	Its:	 	Senior Vice President – Finance and acting Chief Financial Officer


  

					
	UAL-PA-03784-LA- 1600829	 		 	SA-11
	Special Promotional Support Consideration for 2016-737-700 Aircraft	 	Page 3
	BOEING / UNITED AIRLINES PROPRIETARY