EX-10.2



 Exhibit 10.2 
 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. 09

 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 January 20, 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). This Supplemental Agreement is an amendment to the Purchase Agreement; 
 WHEREAS, Boeing and Customer agree to the *** 737-*** aircraft to the Purchase Agreement (2016 737NG Aircraft). 
 WHEREAS, Boeing and Customer agree to *** 737-*** aircraft (each a 2016 737NG *** Aircraft) to the Purchase Agreement; 
 WHEREAS, Boeing and Customer agree that if Customer *** 2016 737NG *** Aircraft, then each resulting 737-*** aircraft shall be included in the definition of 2016 737NG Aircraft; AND 

WHEREAS, prior to Supplemental Agreement, Supplemental Exhibit AE1 to the Purchase Agreement incorporates a *** base year formula. Boeing
and Customer agree that ***. 
 NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to
amend the Agreement as follows: 
  

	1.	Table of Contents, Articles, Tables, Supplemental Exhibits, 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-9”). 

  

					
	 UAL-PA-03784
	 	SA-9	 	Page 1
	BOEING / UNITED AIRLINES PROPRIETARY









 Supplemental Agreement No. 09 to 
 Purchase Agreement PA-03784 
 1.2 “Table 1B Aircraft Information Table”
(identified by “SA-9”) is added to the Purchase Agreement. 
 1.3 Supplemental Exhibit A1 entitled “Aircraft
Configuration – 2016 737NG Aircraft” (identified by “SA-9”) is added to the Purchase Agreement. 
 1.4
Supplemental Exhibit AE1 entitled “Escalation Adjustment/Airframe and Optional Features” is deleted in its entirety and replaced by a similarly titled Supplemental Exhibit AE1 (identified by “SA-9”). 

1.5 Supplemental Exhibit BFE2 entitled “BFE Variables for 2016 737NG Aircraft” (identified by “SA-9”) is added to the
Purchase Agreement. 
 1.6 Letter Agreement UAL-PA-03784-LA-1207879R2 entitled “*** Aircraft” is deleted in its
entirety and replaced by Letter Agreement UAL-PA-03784-LA-1207879R3 entitled “2016 737NG *** Aircraft” (identified by “SA-9”). 
 1.7 Attachment A to Letter Agreement UAL-PA-03784-LA-1207881 entitled “Seller Purchased Equipment” is deleted in its entirety and is replaced by Attachment AR1 (identified by “SA-9”).

 1.8 Letter Agreement UAL-PA-03784-LA-1208155R1 entitled “*** Matters 737-900ER” is deleted in its entirety and
replaced by Letter Agreement UAL-PA-03784-LA-1208155R2 entitled “*** Matters 737-*** and 2016 737NG Aircraft” (identified by “SA-9”). 

1.9 Letter Agreement UAL-PA-03784-LA-1208156 entitled “***” is deleted in its entirety and is replaced by Letter Agreement
UAL-PA-03784-LA-1208156R1 entitled “*** for the 737NG Aircraft” (identified by “SA-9”). 
 1.10 Letter
Agreement UAL-PA-03784-LA-1504843 entitled “Open Matters – 2016 737NG Aircraft” (identified by “SA-9”) is hereby added to the Purchase Agreement. 
 1.11 Letter Agreement UAL-PA-03784-LA-1504844 entitled “Special Matters –2016 737NG Aircraft” (identified by “SA-9”) is hereby added to the Purchase Agreement. 

  

					
	 UAL-PA-03784
	 	SA-9	 	Page 2
	BOEING / UNITED AIRLINES PROPRIETARY









 Supplemental Agreement No. 09 to 
 Purchase Agreement PA-03784 
 2. Revisions to the Purchase Agreement:

 2.1 The following references to “Model 737-900ER Aircraft” in the Purchase Agreement and the associated exhibits,
supplemental exhibits, and letter agreements to the Purchase Agreement are now deemed “737NG Aircraft” as further described in Figure 1. 
 Figure 1 
  

					
	 Document
	  	 Original Reference
	  	 Replacement Reference

			
	Purchase Agreement Basic Articles	  	 Reference to “Model 737-900ER”
  

(i)        Opening Paragraph 1
  

(ii)       Article 1
  

(iii)      Article 3
  

(iv)      Article 4.2
	  	“737NG Aircraft”
			
	Supplemental Exhibit B – Aircraft Delivery Requirements and Responsibilities	  	Exhibit title reference to “Model 737-900ER”	  	“737NG Aircraft”
			
	Supplemental Exhibit CS1 – Customer Support Variable	  	Exhibit title reference to “Model 737-900ER”	  	“737NG Aircraft”
			
	Supplemental Exhibit EE1 – Engine Escalation, Engine Warranty***	  	Exhibit title reference to “Model 737-900ER”	  	“737NG Aircraft”
			
	Supplemental Exhibit SLP1 – Service Life Policy Components	  	Exhibit title reference to “Model 737-900ER”	  	“737NG Aircraft”
			
	UAL-PA-03784-LA-1207870 – Letter Agreement Spare Parts Initial Provisioning	  	 Reference paragraph:
  

a)        “Model 737-900ER”
	  	“737NG Aircraft”
			
	UAL-PA-03784-LA-1207878 – Demonstration Flight Waiver	  	Reference paragraph: “Model 737-900ER”	  	“737NG Aircraft”
			
	 UAL-PA-03784-LA-1208172 –

***
	  	Reference paragraph: “Model 737-900ER”	  	“737NG Aircraft”


  

					
	 UAL-PA-03784
	 	SA-9	 	Page 3
	BOEING / UNITED AIRLINES PROPRIETARY









 Supplemental Agreement No. 09 to 
 Purchase Agreement PA-03784 
 2.2 The following references to “Table 1”
in the Purchase Agreement and associated exhibits, supplemental exhibits, and letter agreements to the Purchase Agreement are now deemed to be replaced per Figure 2 as follows: 
 Figure 2 
  

					
	 Document
	  	 Original Reference
	  	 Replacement Reference

			
	Purchase Agreement Basic Articles	  	 Reference to “Table 1”
  

(i)        Opening Paragraph 1
  

(ii)       Article 2
  

(iii)      Article 3.1
  

(iv)      Article 4.2
  

(v)       Article 5.1
	  	“Table 1A & Table 1B”

 2.3 Boeing and Customer agree that Section 8 of Letter Agreement 6-1162-KKT-080 shall no longer apply to
the 2016 737NG Aircraft. 
 2.4 Definitions: For purposes of the Purchase Agreement 737NG Aircraft shall mean the Boeing
Model 737-*** (including 2016 737NG Aircraft), 737-*** and 737-900ER aircraft. 
 2.5 If
Boeing or Customer determines that references described in Figure 1 and Figure 2 of this Supplemental Agreement No. 9 should be further amended, then Boeing and Customer will work together for a mutually agreeable solution. 

2.6 Boeing and Customer agree to apply the *** received by Boeing from Customer as follows: 

 

	 	(i)	*** from this Purchase Agreement; and 

  

	 	(ii)	*** from *** 

 The resulting *** under this
Supplemental Agreement No. 9. Such resulting *** by Customer to Boeing no later than the earlier of *** after execution of this Supplemental Agreement No. 9 or ***. 
 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. 

*****The remainder of this page is intentionally left blank***** 

  

					
	 UAL-PA-03784
	 	SA-9	 	Page 4
	BOEING / UNITED AIRLINES PROPRIETARY









 Supplemental Agreement No. 09 to 
 Purchase Agreement PA-03784 
 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
		
	 Chastity Matthews
	  	 Gerald Laderman

	Printed Name	  	Printed Name
		
	 Attorney-in-Fact
	  	 Senior Vice President – Finance and acting Chief Financial Officer

	Title	  	Title


  

					
	 UAL-PA-03784
	 	SA-9	 	Page 5
	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 – 737-900ER	  	 	SA-8	  
	 1B.
	  	Aircraft Information Table - 2016 737NG Aircraft	  	 	SA-9	  
		
	 EXHIBITS
	  			
	 A.
	  	Aircraft Configuration - 737-900ER	  			
	 A1.
	  	Aircraft Configuration – 2016 737NG Aircraft	  	 	SA-9	  
	 B.
	  	Aircraft Delivery Requirements and Responsibilities	  			
		
	 SUPPLEMENTAL EXHIBITS
	  			
	 AE1.
	  	Escalation Adjustment/Airframe and Optional Features	  	 	SA-9	  
	 BFE1.
	  	BFE Variables for 737-900ER Aircraft	  	 	SA-1	  
	 BFE2.
	  	BFE Variables for 2016 737NG Aircraft	  	 	SA-9	  
	 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-9

	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-1207879R3
	  	2016 737NG *** Aircraft	  	 	SA-9	  
	 UAL-PA-03784-LA-1207881
	  	Seller Purchased Equipment 737-900ER	  			
		  	 Attachment AR1 to Letter Agreement UAL-PA-03784-LA-1207881
	  	 	SA-9	  
	 UAL-PA-03784-LA-1208155R2
	  	*** Matters 737-900ER and 2016 737NG 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 737NG Aircraft	  	 	SA-9	  
	 UAL-PA-03784-LA-1504844
	  	Special Matters – 2016 737NG Aircraft	  	 	SA-9	  


  

					
	 P.A. 03874
	 	 TABLE OF CONTENTS, Page 2 of 3
	 	 SA-9

	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


  

					
	 P.A. 03874
	 	 TABLE OF CONTENTS, Page 3 of 3 
	 	SA-9
	BOEING / UNITED AIRLINES PROPRIETARY









 Table 1B to 
 Purchase Agreement No. PA-03784 
 2016 737NG 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:	  	 	$***	  	 		  		  		  	
		  		  	  
	  
	 	 		  		  		  	
	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)
	  	 Escalation Estimate
***
Base
 Price Per A/P
	  	
*** Per Aircraft (Amts. Due/*** Prior to Delivery):

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

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


  

					
	 UAL-PA-03784 82781-1F.TXT
	 	 Boeing Proprietary 
	 	Table 1B, Page 1, SA-9









 Table 1B to 
 Purchase Agreement No. PA-03784 
 2016 737NG Aircraft Delivery,
Description, Price and *** 
  

															
	 Delivery

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

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

	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 ***
	  	***	  	***	  	$***	  	$***	  	$***	  	$***	  	$***
	 Total
	  	***	  		  		  		  		  		  	

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

  

					
	 UAL-PA-03784 82781-1F.TXT
	 	 Boeing Proprietary
	 	Table 1B, Page 2, SA-9









 AIRCRAFT CONFIGURATION 

between 
 THE
BOEING COMPANY 
 and 
 United Airlines, Inc. 
 Exhibit A1 to Purchase Agreement Number 03784

 Relating to 2016 737NG Aircraft 

  

					
	 PA 03784
	 		 	 SA 9 

	 Page 1

	 BOEING / UNITED AIRLINES
PROPRIETARY










 Exhibit A1 

AIRCRAFT CONFIGURATION 
 As of the effective date of Supplemental Agreement No. 9 
 relating to
2016 737NG Aircraft 
 The initial configuration of Customer’s 2016 737NG Aircraft has been defined by Boeing 737-*** Airplane
Description Document No. *** Rev. *** dated *** and is more fully discussed in Letter Agreement UAL-PA-03784-LA-1504843 to the Purchase Agreement, entitled “Open Matters”. 

  

					
	 PA 03784
	 		 	SA 9 Page 2
	
	BOEING / UNITED AIRLINES PROPRIETARY










					
	 Option Number
	  	 Title
	  	 *** Price

Per A/C

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


  

					
	 PA 03784
	 		 	
	SA 9 Page 3
	BOEING / UNITED AIRLINES PROPRIETARY










					
	 Option Number
	 	 Title
	 	 *** Price

Per A/C

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


  

					
	 PA 03784
	 		 	
	SA 9 Page 4
	BOEING / UNITED AIRLINES PROPRIETARY










					
	 Option Number
	  	 Title
	 	 *** Price

Per A/C

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


  

					
	 PA 03784
	 		 	
	SA 9 Page 5
	BOEING / UNITED AIRLINES PROPRIETARY










					
	 Option Number
	  	 Title
	 	 *** Price

Per A/C

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


  

					
	 PA 03784
	 		 	
	SA 9 Page 6
	BOEING / UNITED AIRLINES PROPRIETARY










					
	 Option Number
	  	 Title
	 	 *** Price

Per A/C

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


  

					
	 PA 03784
	 		 	
	SA 9 Page 7
	BOEING / UNITED AIRLINES PROPRIETARY










					
	 Option Number
	  	 Title
	 	 *** Price

Per A/C

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


  

					
	 PA 03784
	 		 	
	SA 9 Page 8
	BOEING / UNITED AIRLINES PROPRIETARY









 ESCALATION ADJUSTMENT 

AIRFRAME AND OPTIONAL FEATURES 
 between 
 THE BOEING COMPANY 

and 

United Airlines, Inc. 
 Supplemental Exhibit AE1 
 to Purchase Agreement Number PA-03784

 Escalation Adjustment/Airframe and Optional 
 Features For:
 *** Pricing for 737-*** Aircraft 

AND 

*** Pricing for 737NG Aircraft other than 737-*** (“Non 737-*** Aircraft”) 

  

					
	 UAL-PA-03784-AE1
	 	SA-9	 	AE1 Page 1
	
	BOEING / UNITED AIRLINES PROPRIETARY









 ESCALATION ADJUSTMENT 

AIRFRAME AND OPTIONAL FEATURES 
 relating to 
 *** Pricing for 737-*** Aircraft 

AND 
 ***
Pricing for Non 737-*** Aircraft 
  

	1.	Formula. 

 Airframe and Optional Features
price adjustments (Airframe Price Adjustment) are used to *** to be *** in *** at the signing of this Purchase Agreement and *** to be *** at *** for the *** of ***. The Airframe Price Adjustment will be *** at the time of *** in
accordance with the following formula: 
 *** 
 Where: 
  

	*** =	***. For 737NG Aircraft, the Airframe Price includes the *** at its basic thrust level. 


 

	*** =	*** plus the *** as set forth in either 

 (i) Table 1A of this Purchase Agreement for the 737-*** Aircraft for ***; and 

(ii) Any other Table 1 for Non 737-*** Aircraft incorporating ***. 

*** 
 Where: 

*** is the *** as set forth in either: 
 (i) Table 1A of this Purchase Agreement for the 737-*** Aircraft for ***; and 

(ii) Any other Table 1 for Non 737-*** Aircraft incorporating ***. 

*** is the ***, using ***; As the *** values are only released on a *** basis, the value released for the *** will be used for the months of ***
(expressed as a decimal and rounded to the nearest tenth). 
  

					
	UAL-PA-03784-AE1	  	SA-9	  	AE1 Page 2

 BOEING / UNITED AIRLINES PROPRIETARY 







 *** is the ***, using the ***; As the *** values are only released on a ***, the value released for the *** will be used for
the *** (expressed as a decimal and rounded to the nearest tenth). 
 *** is a *** determined using the ***, calculated by establishing a ***
arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the *** prior to the month of scheduled delivery of the applicable Aircraft. As the *** are only released on a ***, the value released for
the *** will be used for the ***; the value released for the *** will be used for the ***; the value released for the *** will be used for the months of ***; the value released for the *** will be used for the ***. 

*** 
 Where: 

*** is the *** as set forth in: 
 (i) Table 1A of this Purchase Agreement for the 737-*** Aircraft for ***; and 

(ii) Any other Table 1 for Non 737-*** Aircraft incorporating ***. 

*** is a *** determined using the ***, calculated as a *** arithmetic average of the released monthly values (expressed as a decimal and rounded to the
nearest tenth) using the values for the *** prior to the month of scheduled delivery of the applicable Aircraft. 
 As an example, for an
Aircraft scheduled to be delivered in the month of ***, the months of *** of the *** will be utilized in determining the value of *** and ***. 

See the following notes which are determinative to the computations herein. 
 Notes: 
  

	(i)	In determining the values of *** and ***, all calculations and resulting values will be expressed as a decimal rounded to the nearest
ten-thousandth. 

  

	(ii)	*** is the numeric ratio attributed to *** in the Airframe Price Adjustment formula. 


 

	(iii)	*** is the numeric ratio attributed to *** in the Airframe Price Adjustment formula. 


 

	(iv)	The *** are the actual average values reported by the ***. The actual average values are calculated as a *** arithmetic average of the released monthly values
(expressed as a decimal and rounded to the nearest tenth) using the values for the *** the airframe base year. The applicable base year and corresponding denominator is provided by Boeing in Table *** of this Purchase Agreement.


  

	(v)	The final value of *** will be rounded to the nearest dollar. 

  

					
	UAL-PA-03784-AE1	  	SA-9	  	AE1 Page 3

 BOEING / UNITED AIRLINES PROPRIETARY 








	(vi)	The *** if it will *** in the ***. 

  

	2.	Values to be Utilized in the Event of Unavailability. 

 2.1 If the *** revises the methodology used for the determination of the values to be used to determine the *** and *** values (in contrast to benchmark adjustments or other corrections of previously
released values), or for any reason has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery of any such Aircraft, select a substitute from other *** or ***. Such substitute will
result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within *** after delivery of the Aircraft, the *** should resume
releasing values for the months needed to determine the Airframe Price Adjustment, *** will be used *** or *** in the *** for the *** from that *** at the *** of *** of ***. 
 2.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the *** changes the base year for determination of the *** and *** values as defined above, such ***
will be *** in the ***. 
 2.3 In the event escalation provisions are made
non-enforceable or otherwise rendered void by any agency of the United States Government, the parties agree, to the extent they may lawfully do so, to *** the *** of any *** to *** an *** for *** or *** with
the *** of *** of this *** in *** and *** since *** of the *** to the *** in ***. 
 2.4 If within *** of Aircraft delivery, the
published index values are revised due to an acknowledged error by the Bureau of Labor Statistics, the Airframe Price Adjustment will be *** (this does not include those values noted as preliminary by the ***). A *** or *** will be issued ***
for the period of original invoice to issuance *** or ***. 
 Notes: 

 

	(i)	The values released by the *** and available to Boeing *** prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the *** and
*** for the applicable months (including those noted as preliminary by the ***) to calculate the Airframe Price Adjustment for the Aircraft invoice at the time of delivery. The values will be considered final and *** will be *** for any *** in
***. 

  

	(ii)	The maximum number of digits to the right of the decimal after rounding utilized in any part of the Airframe Price Adjustment equation will be four (4), where
rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to five (5) or greater. 

  

					
	UAL-PA-03784-AE1	  	SA-9	  	AE1 Page 4

 BOEING / UNITED AIRLINES PROPRIETARY 







 BUYER FURNISHED EQUIPMENT VARIABLES 

between 

THE BOEING COMPANY 
 and 
 UNITED AIRLINES (UAL) 

Supplemental Exhibit BFE2 
 to Purchase Agreement Number PA 03784 
 Relating to 2016 737NG
Aircraft 

  

					
	 UAL-PA-03784-BFE2
	 	SA-9	 	Page 1
	BOEING / UNITED AIRLINES PROPRIETARY









 BUYER FURNISHED EQUIPMENT VARIABLES 

relating to 
 737NG Aircraft 
 This Supplemental Exhibit BFE2 contains supplier
selection dates, on-dock dates and other requirements applicable to the Aircraft. 
 This Supplemental Exhibit BFE2
will be revised in accordance with Letter Agreement UAL-PA-03784-LA-1504843 entitled “Open Matters – 2016 737NG Aircraft”. 
  

	1.	Supplier Selection. 


Customer will: 

Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates: 

*** 
 * For a new certification,
supplier requires notification *** prior to Cargo Handling System on-dock date. 
 Customer will enter into initial
agreements with the selected *** suppliers on or before *** after the above supplier selection dates to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM).

  

	2.	On-dock Dates and Other Information. 

 On or before ***, Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet (MBF in My Boeing Configuration (MBC). These requirements may be periodically revised,
setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates for the 2016 737NG Aircraft are set forth
in Attachment A. 
  

	3.	Additional Delivery Requirements - Import. 

 Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure
all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible
for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the
Customs Trade Partnership Against 

  

					
	 UAL-PA-03784-BFE2 
	 	SA-9	 	Page 2
	BOEING / UNITED AIRLINES PROPRIETARY









 
Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each
contract between Customer and BFE supplier. 
 http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html


  

					
	 UAL-PA-03784-BFE2 
	 	SA-9	 	Page 3
	BOEING / UNITED AIRLINES PROPRIETARY









 Attachment A to Supplemental Exhibit BFE2 to Purchase Agreement Number PA 03784

  

																											
	 Preliminary
 Dock Dates
 2016

Aircraft
	  		  		  		  		  		  		  		  		  		  		  		  		  	BFE On- for the 737NG
	 	  	 Nominal
Del Date
	  	 Aircraft
Qty
	  	 ***
	  	 ***
	  	 ***
	  	 ***
	  	 ***
	  	 ***
	  	 ***
	  	 ***
	  	 ***
	  	 ***
	  	 
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	
		  	***	  	***	  		  		  		  		  		  		  		  		  		  		  	


  

					
	 UAL-PA-03784-BFE2
	 	SA-9	 	Attachment A, Page 1
	BOEING / UNITED AIRLINES PROPRIETARY










			
	 




	  	The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207
  


  

UAL-PA-03784-LA-1207879R3 
 United
Airlines, Inc. 
 233 South Wacker Drive 

Chicago, IL 60606 
  

			
	 Subject:
	  	2016 737NG *** 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-1207879R2 dated September 11,
2013. 
  

	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 as *** aircraft (2016 737NG *** 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 2016 737NG *** 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 *** (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 *** the 2016 737NG *** Aircraft ***, provided that it can achieve *** which would result pursuant to the provisions of Article ***. 

  

					
	 P.A. No. 03784
	 		 	 SA-9

	 UAL-PA-03784-LA-1207879R3 - 2016 737NG *** Aircraft
	 	 Page 1

	BOEING / UNITED AIRLINES PROPRIETARY









  
 



 
  

	4.	Price. 

 4.1 The Airframe
Price and Optional Features Prices for each of the 2016 737NG *** Aircraft are identified in Attachment A to this Letter Agreement. ***. 
 4.2 The Airframe Price, Optional Features Prices, and Aircraft Basic Price for each of the 2016 737NG *** Aircraft shall be adjusted in accordance with the terms set forth in Article 2.1.5
(Escalation Adjustment) 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 ***.

 5.2 Notwithstanding the amount shown in Attachment A, the 2016 737NG *** Deposit will be *** for each 2016 737NG ***
Aircraft. 
 5.3 Upon Customer’s *** 2016 737NG *** Aircraft, *** will be payable as specified in the Purchase Agreement.
The remainder of the Aircraft Price for the 2016 737NG *** Aircraft will be paid ***. 
  

	6.	***. 

 6.1 Customer may
*** by giving written notice to Boeing on or before *** (*** Date). 
 6.2 *** 

6.3 ***. 
  

	7.	Definitive Agreement. 


Customer’s *** pursuant to Article 6 above will be a fully effective and binding agreement for the purchase of the exercised 2016
737NG *** Aircraft. All terms related to Customer’s Aircraft will apply immediately to such exercised 2016 737NG *** Aircraft. Following exercise of an 2016 737NG *** Aircraft, Boeing will prepare an invoice for the applicable *** due, and
Boeing and Customer will add the *** 2016 737NG *** Aircraft to the Purchase Agreement as a firm 2016 737NG Aircraft by entering into a supplemental agreement to the Purchase Agreement (Definitive Agreement) not later than *** 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 purchase the exercised 2016 737NG *** Aircraft.


  

					
	 P.A. No. 03784
	 		 	SA-9
	 UAL-PA-03784-LA-1207879R3 – 2016 737NG *** Aircraft
	 	Page 2
	BOEING / UNITED AIRLINES PROPRIETARY









 



 
  

	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 737NG 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/ Chastity Matthews

	Its	 	Attorney-in-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	January 20, 2016
	
	UNITED AIRLINES, INC.
		
	By:	 	 /s/ Gerald Laderman

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


  

					
	 P.A. No. 03784
	 		 	SA-9
	 UAL-PA-03784-LA-1207879R3 – 2016 737NG *** Aircraft
	 	Page 3
	BOEING / UNITED AIRLINES PROPRIETARY









 Attachment A to 

Letter Agreement No. LA -1207879R3 
 2016 737NG *** 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:
	  		  	$***	  		  		  		  		  	
		  		  	  
	  		  		  		  		  	
	 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:
	  	$***	  		  		  		  		  	
								
	 Non-refundable option deposit/Aircraft at DA
	  		  	$***	  		  		  		  		  	

  

																	
	 Delivery

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

  

					
	 UAL-PA-03784-LA-1207879R3 - 82781-1O.TXT
	 	BOEING / UNITED AIRLINES PROPRIETARY	 	Attachment Page 1, SA-9








 Attachment AR1 

 

	1.	Supplier Selection. 


Customer will: 

1.1 Select and notify Boeing of the suppliers and part numbers of the following SPE items by the following dates: 

 

			
	 	  	 2016 737NG

Aircraft

	***	  	***
		  	  

	***	  	***
		  	  

	***	  	***
		  	  

	***	  	***
		  	  

	***	  	***
		  	  

	***	  	***
		  	  

	***	  	***
		  	  

	***	  	

  

	*	For a new certification, Customer will need to provide Supplier Selections *** months earlier than stated above. 


 

			
	 Attachment AR1 to Letter Agreement UAL-PA-03784-LA-1207881
	  	 SA-9

	 Seller Purchased Equipment
	  	 Page 1

	
	BOEING / UNITED AIRLINES PROPRIETARY









			
	 




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

 


 UAL-PA-03784-LA-1208155R2 
 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, IL 60606 
  

			
	 Subject:
	  	*** Matters: 737-*** and 2016 737NG Aircraft
		
	 Reference:
	  	Purchase Agreement No. PA-03784 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to
Model 737NG 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. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-03784-LA-1208155R1. 

The Purchase Agreement incorporates the terms and conditions of AGTA-UAL between Boeing and Customer. This Letter Agreement modifies
certain terms and conditions of the AGTA with respect to the Aircraft. 
  

	1.	***. 

 1.1 ***.

 1.2 ***. 
 *** 
 1.3 [Reserved] 

1.4 ***. 

1.4.1 With respect to (i) each aircraft in Table 1A as of the effective date of the Purchase Agreement (ii) each aircraft in Table 1B as
of the effective date of the Purchase Agreement, and (iii) each 2016 737NG Aircraft resulting from Customer’s *** in 2016 737NG *** Aircraft, *** agrees *** on *** pursuant to Article 1.1 of this Letter Agreement ***. The *** will be the
*** on *** will ***. 
  

					
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 1.4.2 *** the *** for each Aircraft covered by Table 1A or Table 1B, as well as each 2016 737NG
Aircraft resulting from Customer’s *** in 2016 737NG *** Aircraft, will be ***. 
 1.4.3 *** for each 737-*** Aircraft
(resulting from Customer’s *** aircraft under Supplemental Agreement No. 8 to the Purchase Agreement) scheduled to deliver in 2016 will *** to the scheduled delivery date for such Aircraft. 

1.5 Delivery *** Impact on *** Calculations. If the delivery of any Aircraft covered by Table 1A or Table 1B, as well as any 2016
737NG Aircraft resulting from Customer’s *** in 2016 737NG *** Aircraft, is *** due to either an ***, then interest on the *** in respect of each such Aircraft will not *** during the time period from ***. Payment of *** that has *** prior
to the start of the *** but remains unpaid will be paid on the normal quarterly *** payment schedule set forth in Article 2 of this Letter Agreement or on the delivery date of such *** Aircraft, whichever comes first.  

 

	2.	Boeing Invoice for ***. 


Boeing shall submit to Customer, not less than *** days prior to the end of each quarter, an invoice for *** during each such quarter.
Customer’s payment is due and payable to Boeing on the first business day of the following month. Boeing’s invoice will show *** during the quarter for each Aircraft covered by Table 1A or Table 1B as well as any 2016 737NG Aircraft
resulting from Customer’s *** in 2016 737NG *** Aircraft for which *** have been ***. The invoice will also include *** on *** with respect to other aircraft in other purchase agreements between Customer and Boeing. 

 

	3.	*** Rights. 

 3.1 ***
Customer or United Continental Holdings, Inc. (“UCH”) and *** Customer, *** and *** are *** in *** to ***. 
 3.2 In
the event Boeing seeks to *** to the contrary, Customer shall, *** the Purchase Agreement as amended by this Letter Agreement. Customer will *** 
 3.3 For all purposes of this Article 3 including without limitation, notice, *** or any other application, the term “Boeing” means and includes The Boeing Company, its divisions, subsidiaries,
affiliates and the assignees of each. Nothing herein shall constitute an election or waiver of any remedy of Boeing; all such remedies shall be cumulative. Boeing expressly reserves all of its rights and remedies under any agreement and applicable
law. 
 3.4 Notwithstanding Article 3.1, Boeing shall not *** under the Purchase Agreement with respect to any Aircraft that is
subject to ***. 
  

					
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	4.	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. 
  

	5.	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. 
 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/ Chastity Matthews

	Its	 	Attorney-in-Fact

  

					
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	ACCEPTED AND AGREED TO this
		
	Date:	 	January 20, 2016
	
	United Airlines, Inc.
		
	By	 	 /s/ Gerald Laderman

	Its	 	Senior Vice President – Finance and Treasurer

  

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

 


 UAL-PA-03784-LA-1208156R1 
 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, Illinois 60606 
  

			
	 Subject:
	  	*** for the 737NG 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 UAL-PA-03784-LA-1208156R1 (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 UAL-PA-03784-LA-1208156. 

 

	1.	Definitions. 

 ***
Notice means the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below. 
 2016 737NG ***Aircraft will have the meaning specified in Letter Agreement UAL-PA-03784-LA-1207879R3 relating to 2016
737NG *** Aircraft. 
 Program Aircraft means each Aircraft. 

 

	2.	Applicability. 


Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the *** for the Airframe Price and
Optional Features Prices for each Program Aircraft shall be determined in accordance with this Letter Agreement. 
  

	3.	*** Forecast. 

 Boeing
will release an *** forecast in *** of each year based on Boeing’s then current standard ***. Only one *** forecast shall be used to conduct the *** analysis performed in accordance with Article 4.1, below, for a given Program
Aircraft. The *** forecast applicable to a given Program Aircraft is set forth in Attachment A. 
  

					
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	4.	***. 

 4.1 If the ***
forecast, as set forth in Article 3 above, ***, as set forth in Attachments B1 and B2 as applicable (collectively Attachment B), *** any Program Aircraft that is *** such *** forecast, as set forth in Attachment A, then Boeing
shall issue an *** Notice to the Customer by the date set forth in Attachment A. Such *** Notice shall, ***, either: 

4.1.1 *** for such affected Program Aircraft *** as set forth in Attachment B; or 

4.1.2 provide Customer with the *** as set forth in Attachment B and the *** determined in accordance with ***; or 

4.1.3 provide Customer with the *** as set forth in Attachment B, with Boeing and Customer *** as set forth in Attachment B ***.

 4.1.4 In the event that Boeing *** the *** Notice as detailed in Article 4.1.2 or Article 4.1.3 and Customer ***, then
Customer *** the Purchase Agreement with respect to such affected Program Aircraft. 
 4.2 If Boeing provides Customer the ***
described in Article 4.1.2 or Article 4.1.3 above, then Customer shall notify Boeing *** contained in Articles 4.1.2, 4.1.3, or 4.1.4 above within *** days of its receipt of the *** Notice from Boeing. In the event Customer *** in
accordance with Article 4.1.4 above, then Boeing *** Customer, *** for the *** Program Aircraft. 
 4.2.1 Within *** days
of Boeing’s receipt of *** notice for any such *** Program Aircraft under Article 4.2 above, Boeing *** written notice to Customer to *** related to such terminated Program Aircraft ***, by Customer. 

4.2.2 Should Customer *** any notice to Boeing in accordance with Article 4.2 above, then the *** for such Program Aircraft shall be
*** in accordance with Article 4.1.2. 
 4.3 In the event that the *** of a Program Aircraft that is subject to either Article
4.1.1, Article 4.1.2 or Article 4.1.3 above, *** applicable to such Program Aircraft will be determined pursuant to Article 5 below. 
  

	5.	*** 

 5.1 If the ***
forecast, as set forth in Article 3, *** any Program Aircraft *** as set forth in Attachment B and *** as set forth in Attachment B, *** for such Program Aircraft *** as set forth in Attachment B *** as set forth in Attachment B ***. 

5.2 In the event the *** at *** of a Program Aircraft subject to Article 5.1 above, *** applicable to such Program Aircraft will be
determined pursuant to Article 6 below. 
  

					
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	6.	***. 

 If the ***
forecast, as set forth in Article 3, above, ***, as set forth in Attachment B, *** any Program Aircraft *** such *** forecast, as set forth in Attachment A, then such *** applicable to such Program Aircraft ***: 

6.1 If the *** of a Program Aircraft, *** as set forth in Attachment B for such Program Aircraft, then the *** for such Program
Aircraft. 
 6.2 *** of a Program Aircraft, *** as set forth in Attachment B for such Program Aircraft ***, as set forth in
Attachment B, then the *** for such Program Aircraft *** as set forth in Attachment B. 
  

	7.	Applicability to ***. 


The ***, identified in the Purchase Agreement as subject to *** pursuant to Supplemental Exhibit AE1, and which pertains to the
Program Aircraft shall be *** established in this Letter Agreement for such Program Aircraft *** provisions of the Purchase Agreement ***. 
  

	8.	Assignment. 

 Except for
an assignment by Customer to a wholly-owned subsidiary as permitted under Article 9, entitled “Assignment, Resale, or Lease” of the AGTA, this Letter Agreement is provided as an accommodation to Customer in consideration of Customer
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. 
  

			
	THE BOEING COMPANY
		
	By:	 	 /s/ Chastity Matthews

	Its:	 	Attorney-in-Fact

  

					
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	ACCEPTED AND AGREED TO this
		
	Date:	 	January 20, 2016
	
	UNITED AIRLINES, INC.
		
	By:	 	 /s/ Gerald Laderman

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


  

			
	 UAL-PA-03784-LA-1208156R1
 ***
for the 737NG Aircraft
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 ATTACHMENT A 

*** Forecast & *** Notice Date 
  

					
	 ***

Forecast
	  	 Applicable to Program Aircraft Delivering in
Time Period
	  	 ***Notice

Date

	 ***
	  	       ***
	  	 ***

	 ***
	  	       ***
	  	 ***

	 ***
	  	       ***
	  	 ***

	 ***
	  	       ***
	  	 ***

	 ***
	  	       ***
	  	 ***


  

			
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 *** for the 737NG Aircraft
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 ATTACHMENT B1 

*** Factors – *** Aircraft 
  

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

  

			
	 Attachment B1 to UAL-PA-03784-LA-1208156R1
 *** for the 737NG Aircraft
	  	 SA-9
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 ATTACHMENT B2 

*** Factors – *** Aircraft 
  

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

  

			
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 *** for the 737NG Aircraft
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 ATTACHMENT B2, continued 

*** Factors – *** 
  

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

  

			
	 Attachment B2 to UAL-PA-03784-LA-1208156R1
 *** for the 737NG Aircraft
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	  	 The Boeing Company
 P.O. Box 3707
 Seattle, WA 98124-2207

 


 UAL-PA-03784-LA-1504843 
 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, IL 60606 
  

			
	Subject:	  	Open Matters – 2016 737NG 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. 09 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 will have the same meaning as in the Purchase Agreement. 
 1. Aircraft
Configuration. 
 1.1 Initial Configuration. The initial configuration of Customer’s 2016 737NG Aircraft has been
defined by Boeing Model 737-*** Detail Specification D019A001 Rev. T dated January 9, 2015 as described in Article 1 and Exhibit A1 of the Purchase Agreement. Final configuration of the Aircraft
will be completed as described in this Letter Agreement. 
 1.2 Final Configuration Schedule. Customer and Boeing
hereby agree to complete the configuration of the Aircraft using the then-current Boeing configuration documentation (Final Configuration) in accordance with the following schedule: 

1.2.1 No later than *** prior to the first Aircraft’s scheduled delivery month, Boeing and Customer will discuss potential optional
features. 
 1.2.2 Within *** after that meeting, Boeing will provide Customer with a proposal for those optional features that
can be incorporated into the Aircraft during production. 
 1.2.3 Customer will then have (i) *** to accept or reject the
optional features proposals for all seat components (IFE) and interior monument options, and (ii) *** the option features proposals for all remaining for all remaining non-interior optional features. 

1.2.4 The additional miscellaneous features (Miscellaneous Features) listed in Attachment A of this Letter Agreement are required
to be included in Customer’s Final Configuration and will be added to Customer’s final optional features selections. 
  

			
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 2. Amendment of the Purchase Agreement. Within *** following Final Configuration, Boeing and Customer will
execute a written amendment to the Purchase Agreement which will reflect the following: 
 2.1 Changes applicable to the basic
Model 737-*** aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration. 
 2.2 Incorporation into Exhibit A1 of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer and Boeing pursuant to Article 1.2 above
(Customer Configuration Changes); 
 2.3 Revisions to the Performance Guarantees to reflect the effects, if any, on 2016
737NG Aircraft performance resulting from the incorporation of the Customer Configuration Changes; 
 2.4 Changes to the
Optional Features Prices, *** and *** of the 2016 737NG Aircraft to adjust for the difference, if any, between the prices estimated in Table 1B of the Purchase Agreement for optional features reflected in the *** and the actual prices of the
optional features reflected in the Customer Configuration Changes; and 
 2.5 Changes to the *** of the 2016 737NG Aircraft to
adjust for the difference between the estimated amount included in Table 1B of the Purchase Agreement for Seller Purchased Equipment (SPE) and the price of the SPE reflected in the Customer Configuration Changes. 

3. Other Letter Agreements. 
 Boeing and Customer acknowledge that as the definition of the 2016 737NG Aircraft progresses, there may be a need to execute letter agreements addressing one or more of the following subjects: 

3.1 Software. Additional provisions relating to software. 

3.2 Installation of Cabin Systems Equipment. Additional provisions relating to the terms under which Boeing will offer and
install in-flight entertainment systems in the Aircraft. 
  

			
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 3.3 Performance Guarantees – 737-***. Performance Guarantees for the 2016 737NG
Aircraft will be provided *** after the final configuration for the 737-*** model aircraft has been completed. Boeing provides Customer with the assurance that ***. 
 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By:	 	 /s/ Chastity Matthews

	Its:	 	Attorney-In-Fact

  

			
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	ACCEPTED AND AGREED TO this
		
	Date:	 	January 20, 2016
	
	UNITED AIRLINES, INC.
		
	By:	 	 /s/ Gerald Laderman

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


  

					
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 Attachment A

 Miscellaneous Features 
  

					
	 Option Number
	  	 Title
	  	 ***

Per A/C

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


  

					
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	 		 	SA-9
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	  	The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207
  


 UAL-PA-03784-LA-1504844 
 United Airlines, Inc. 

233 South Wacker Drive 
 Chicago, Illinois 60606

  

			
	Subject:	  	Special Matters – 2016 737NG 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. 09 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 2016 737NG Aircraft, at the time of delivery of each such 2016 737NG Aircraft, unless otherwise noted, Boeing will provide to Customer the following ***: 

1.1 ***. At the time of delivery of each 2016 737NG Aircraft, Boeing *** to Customer a *** in the *** which shall equal ***.

 1.2 ***. At the time of delivery of each 2016 737NG Aircraft, Boeing will issue to Customer a *** in the amount
determined by ***. 
 1.3 ***. At the time of delivery of each 2016 737NG Aircraft, Boeing *** to Customer a *** in
the *** which shall ***. 
 1.4 ***. At the time of delivery of each 2016 737NG Aircraft, Boeing will *** to
Customer a 737 *** which shall ***. 
 1.5 ***. In consideration of Customer’s purchase of the 2016 737NG
Aircraft and in addition to the rights and obligations of Customer and Boeing set forth in Letter Agreement 6-1162-KKT-080 as
applicable to Requirement Aircraft, as defined therein, the following terms and conditions will apply to the delivery of each 2016 737NG Aircraft. Except as provided in the next paragraph, on the date of delivery of each 2016 737NG Aircraft,
Boeing will issue to Customer a *** in ***. The *** may be *** by Customer to the *** of such 2016 737NG Aircraft. 

  

					
	
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 1.5.1 Customer *** for the *** for any 2016 737NG Aircraft if Customer ***. If at any point in
time Customer ***, any *** already issued shall be subject to a *** between Boeing and Customer and *** 2016 737NG Aircraft. 

1.5.2 For purposes of this section, an Alternative Aircraft is defined *** which, at the time of execution of this Letter Agreement or at
any time in the future ***, but *** which Customer operates at the time of execution of this Letter Agreement. For the avoidance of doubt such *** of such aircraft. 
 1.5.3 Term: Section 1.5 shall expire at *** as may be subsequently amended by the parties. 
 1.6 ***. At the time of delivery of each 2016 737NG Aircraft, Boeing *** to Customer *** in *** or the amount by which *** for the 2016 737NG Aircraft *** following *** pursuant to Letter
Agreement UAL-PA-03784-LA-1504843 entitled “Open Matters - 2016 737NG Aircraft”. 
  

	2.	***. 

 Unless otherwise
noted, the amounts of *** stated in paragraphs 1.1 through 1.6 are in *** dollars, and will be *** to the scheduled month of the respective Aircraft delivery pursuant to the *** set forth in the Purchase Agreement applicable to the
Aircraft. The *** may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft at the time of delivery, or (ii) used for the *** of other Boeing *** and ***. 

 

	3.	*** 

 If the Customer ***
a 737-***, then such aircraft shall be a 2016 737NG Aircraft and the terms and conditions of this Letter Agreement shall apply to each resulting 2016 737NG Aircraft. 
  

	4.	Assignment. 

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


  

					
	
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	5.	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/ Chastity Matthews

	Its:	 	Attorney-in-Fact


  

					
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	 ACCEPTED AND AGREED TO this

		
	Date:	 	January 20, 2016
	
	 UNITED AIRLINES, INC.

		
	By:	 	 /s/ Gerald Laderman

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


  

					
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