EX-10.5



 Exhibit 10.5 

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. 7 
 to

 Purchase Agreement No. 3860 

between 
 The Boeing Company 

and 
 United Airlines, Inc. 

Relating to Boeing Model 787 Aircraft 

THIS SUPPLEMENTAL AGREEMENT No. 7 (SA-7), 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 No. 3860 dated September 27,
2012, as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Boeing model 787 aircraft (Aircraft). This Supplemental Agreement is an amendment to the Purchase Agreement; 

WHEREAS, Boeing and Customer agree *** 787- *** with *** Aircraft under *** and *** 787-*** Aircraft as follows: 

Figure 1 
  

													
	 	  	 Aircraft

Type Prior
 to
SA-7
	  	 Manufacturer
Serial

Number
	  	 Original

Delivery
 Month
	  	 Aircraft Type
Commencing

With SA-7
	  	 Manufacturer
Serial

Number
	  	 *** Month

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

 NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the
Purchase Agreement as follows: 
 (i) Boeing and Customer agree that such *** 787-*** Aircraft *** to the Purchase Agreement as *** Aircraft
as such terms are defined in Purchase Agreement No. 2484 dated December 29, 2004, as amended and supplemented (Purchase Agreement 2484) for all purposes of Purchase Agreement 2484 and are further identified in
Figure 2 below. 

  

					
	 UAL-PA-3860
	 	SA-7	 	Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 Figure 2 
  

					
	 	 	 Delivery Month
	 	 
		 	***	 	

 (ii) Boeing and Customer agree to *** the following *** 787-*** Aircraft in the delivery months with *** dates
as specified below in Figure 3: 
 Figure 3 
  

			
	 Model
	  	 *** 787-*** Aircraft Delivery Month

	***	  	***

 1. Table of Contents. 

The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by
“SA-7”). 
 2. Tables. 
 2.1.
Table 1 entitled “787-10 Aircraft with GENX-1B*** Engines Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled “Table 1” (identified by
“SA-7”). 
 2.2. Table 1 entitled “787-9 Aircraft Delivery, Description, Price and *** for *** Firm 787-9 Aircraft is
deleted in its entirety and replaced with the attached Table 1 entitled “787-9 Aircraft Delivery, Description, Price and ***” (identified by “SA-7”). 

3. Supplemental Exhibits. 
 Supplemental
Exhibit BFE1 relating to Boeing Model 787-*** aircraft is deleted in its entirety and replaced with the similarly titled supplemental exhibit (identified by “SA-7”). 

4. Letter Agreements. 
 4.1. Attachment
B-1 to Letter Agreement UAL-PA-03860-LA-1209265R1 entitled “787-*** with GENX-1B*** Engines: *** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached Attachment B-1 (identified by
“SA-7”). 
 4.2. Letter Agreement UAL-PA-03860-LA-1209413A1R2 entitled “Special Matters - Amendment 1” is deleted
in its entirety and replaced with Letter Agreement UAL-PA-03860-LA-1209413A1R3 (identified by “SA-7”). 
 4.3. Letter Agreement
UAL-PA-03860-LA-1301375 entitled “Provisions Relating to Customer’s *** for 787-10 Aircraft” is deleted in its entirety and replaced with Letter Agreement UAL-PA-03860-LA-1301375R1 (identified by “SA-7”). 

  

					
	 UAL-PA-3860
	 	SA-7	 	Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 5. Miscellaneous. 

Boeing and Customer agree to *** by Boeing from Customer as follows: 

*** 
 The resulting aggregate *** Supplemental
Agreement No. 7. Such resulting *** of this Supplemental Agreement No. 7.
 The Purchase Agreement will be deemed to be supplemented to the extent
herein provided as of the date hereof and as so supplemented will continue in full force and effect. 
 EXECUTED IN DUPLICATE as of the day and year first
written above. 
  

			
	THE BOEING COMPANY	  	UNITED AIRLINES, INC.
		
	 /s/ 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


  

					
	 UAL-PA-3860
	 	SA-7	 	Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 TABLE OF CONTENTS 

 

					
	ARTICLES	    	 	  	SA
NUMBER
	Article 1.	    	Quantity, Model and Description	  	SA-1
	Article 2.	    	Delivery Schedule	  	SA-1
	Article 3.	    	Price	  	SA-1
	Article 4.	    	Payment	  	SA-1
	Article 5.	    	Additional Terms	  	SA-1
		
	 TABLE
	  	
	1.	    	787-8 with GENX-1B*** Engines Aircraft Information Table ***	  	SA-3
	1.	    	787-9 with GENX-1B*** Engines Aircraft Information Table ***	  	SA-5
	1	    	787-9 Aircraft Delivery, Description, Price and ***	  	SA-7
	1.	    	787-10 with GENX-1B*** Engines Aircraft Information Table	  	SA-7
		
	 EXHIBITS
	  	
	A1.	    	787-8 Aircraft Configuration ***	  	
	A2.	    	787-9 Aircraft Configuration ***	  	SA-4
	A3.	    	787-10 Aircraft Configuration	  	SA-1
	B.	    	Aircraft Delivery Requirements and Responsibilities	  	
		
	 SUPPLEMENTAL EXHIBITS
	  	
	AE1.	    	Escalation Adjustment/Airframe and Optional Features	  	
	BFE1.	    	BFE Variables for the 787-*** Aircraft	  	SA-7
	CS1.	    	Customer Support Document	  	
	EE1.	    	Engine Escalation/Engine Warranty ***	  	
	SLP1.	    	Service Life Policy Components	  	


  

					
	 P.A. 3860
	 	 TABLE OF CONTENTS, Page 1 of 5
	 	 SA-7

	BOEING/UNITED AIRLINES, INC. PROPRIETARY










					
	TABLE OF CONTENTS, CONTINUED
	 	  	SA
NUMBER
	 LETTER AGREEMENTS
	  		  	
	
UAL-PA-03860-LA-1209247
	  	 787 e-Enabling
	  	
			
	 UAL-PA-03860-LA-1209264
	  	 Open Configuration Matters
	  	
			
	 UAL-PA-03860-LA-1209265R1
	  	 *** Aircraft
	  	SA-1
			
		  	 Attachment A, 787-*** Aircraft Delivery, Description, Price and *** 
	  	SA-1
			
		  	 Attachment B-1, 787-*** with GENX-1B*** Engines: *** Aircraft Delivery, Description, Price
and ***
	  	SA-7
			
		  	 Attachment B-2, 787-*** with TRENT1000-*** Engines: *** Aircraft Delivery, Description, Price
and *** 
	  	SA-3
			
	 UAL-PA-03860-LA-1209409
	  	 Spare Parts Initial Provisioning
	  	
			
	 UAL-PA-03860-LA-1209410
	  	 Special Matters Relating to COTS Software and End User License Agreements
	  	
			
	 UAL-PA-03860-LA-1209411
	  	 Special Terms – Seats and In-flight Entertainment
	  	
			
	 UAL-PA-03860-LA-1209417
	  	 Model 787 Post-Delivery Software & Data Loading
	  	
		
	 CONFIDENTIAL LETTER AGREEMENTS
	  	
	 UAL-PA-03860-LA-1209236R1
	  	 Model ***
	  	SA-1
			
		  	 Attachment A, 787-9 Airframe Pricing of *** Aircraft with General Electric GEnx-1B*** and Rolls
Royce Trent 1000-*** engines
	  	SA-1
			
		  	 Attachment B, 787-10 with General Electric GEnx-1B*** and Rolls Royce TRENT 1000-***
Engines
	  	SA-1
			
		  	 Attachment C, 787-8 with General Electric GEnx-1B*** and Rolls Royce TRENT 1000-***
	  	SA-1


  

					
	 P.A. 3860
	 	TABLE OF CONTENTS, Page 2 of 4	 	SA-7
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










							
	 TABLE OF CONTENTS, CONTINUED

 
	   
 

	 	  	SA
NUMBER	 
	 CONFIDENTIAL LETTER AGREEMENTS, continued
	  			
	 UAL-PA-03860-LA-1209412
	  	 Spare Parts Commitment
	  			
	 UAL-PA-03860-LA-1209413R1
	  	 Special Matters
	  	 	SA-1	  
	 UAL-PA-03860-LA-1209413A1R3
	  	Special Matters – Amendment 1	  	 	SA-7	  
	 UAL-PA-03860-LA-1209414
	  	 Other Special Matters
	  			
	 UAL-PA-03860-LA-1209413A1
	  	 Other Special Matters - Amendment 1
	  	 	SA-1	  
	 UAL-PA-03860-LA-1209416R1
	  	 Promotional Support
	  	 	SA-2	  
	 UAL-PA-03860-LA-1209430
	  	 Performance Guarantees
	  			
	 UAL-PA-03860-LA-1209455
	  	 *** – TERMINATED
	  	 	SA-1	  
	 UAL-PA-03860-LA-1209429
	  	 ***
	  			
	 UAL-PA-03860-LA-1209618R1
	  	 Alternate Engine Selection
	  	 	SA-1	  
	 6-1162-ELP-0794
	  	 *** Program- ***
	  			
	 6-1162-ELP-0795
	  	 *** Program- ***
	  			
	 UAL-PA-03860-LA-1301368
	  	 Performance Guarantees (787-10)
	  	 	SA-1	  
	 UAL-PA-03860-LA-1301373
	  	 787-10 Aircraft Open Configuration and Other Matters
	  	 	SA-1	  
	 UAL-PA-03860-LA-1301375R1
	  	Provisions Relating to Customer’s *** for 787-10 Aircraft	  	 	SA-7	  
	 UAL-PA-03860-LA-1301377
	  	 787-10 ***
	  	 	SA-1	  
	 UAL-PA-03860-LA-1301377A1
	  	 787-10 *** – Amendment 1
	  	 	SA-4	  
	 UAL-PA-03860-LA-1301380

UAL-PA-03860-LA-1500017

UAL-PA-03860-LA-1500059
	  	 787-10 Program Launch

Demonstration Flight Waiver

Installation of Cabin Systems Equipment
	  	 
  
  
	SA-1
 SA-4

SA-4
	  
   

  



  

					
	 P.A. 3860
	 	 TABLE OF CONTENTS, Page 3 of 4
	 	 SA-7

	BOEING / UNITED AIRLINES, INC. PROPRIETARY










			
	 SUPPLEMENTAL AGREEMENTS
	  	 DATED AS OF

		
	Supplemental Agreement No. 1	  	June 17, 2013
		
	Supplemental Agreement No. 2 	  	December 16, 2013
		
	Supplemental Agreement No. 3 	  	July 22, 2014
		
	Supplemental Agreement No. 4 	  	January 14, 2015
		
	Supplemental Agreement No. 5 	  	May 12, 2015
		
	Supplemental Agreement No. 6 	  	December 31, 2015
		
	Supplemental Agreement No. 7 	  	March 7, 2016


  

					
	 P.A. 3860
	 	 TABLE OF CONTENTS, Page 4 of 4
	 	 SA-7

	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 Table 1 to 

Purchase Agreement No. 3860 

787-10 Aircraft with GENX-1B*** Engines Delivery, Description, Price and *** 

(787-10/GE/***) 
  

															
	 Airframe Model/MTOW:
	  	787-10	 	*** pounds	 	#	  	 Detail Specification:
	  		  	***	  	
	 Engine Model/Thrust:
	  	GENX-1B***1	 	*** pounds	 		  	 Airframe Price Base Year/Escalation Formula:
	  	***	  		  	 ***

	 Airframe Price:
	 	$***	 		  	 Engine Price Base Year/Escalation Formula:
	  	***	  		  	 ***

	 Optional Features:
	 	$***	 		  	 Airframe Escalation Data: 
	  		  		  	
		  		 	  
	 		  		  		  		  	
	 Sub-Total of Airframe and Features:
	 	$***	 		  	 Base Year Index (ECI):
	  		  	***	  	
	 Engine Price (Per Aircraft) :
	 	$***	 	1 	  	 Base Year Index (CPI):
	  		  	***	  	
		  		 	  
	 		  		  		  		  	
	 Aircraft Basic Price (Excluding BFE/SPE):
	 	$***	 		  	 Engine Escalation Data: 
	  		  		  	
		  		 	  
	 		  		  		  		  	
	 Buyer Furnished Equipment (BFE) Estimate:
	 	$***	 		  	 Base Year Index (ECI):
	  		  	***	  	
	 In-Flight Entertainment (IFE) Estimate:
	 	$***	 		  	 Base Year Index (CPI):
	  		  	***	  	

  

																							
	 # of
Aircraft
	  	Delivery
Date	 	Number of
Aircraft	 	Escalation
Factor
(Airframe)	 	Escalation
Factor
(Engine)	 	See footnote for
escalation
forecast being
used	 	Serial Number +	 	Escalation
Estimate*** Base
Price Per A/P	 	*** Per Aircraft (Amts. Due/*** Prior to Delivery):
	  	 	 	 	 	 	 	 	***	 	***	 	***	 	***
	  	 	 	 	 	 	 	 	***	 	***	 	***	 	***
	***	  	***	 	***	 	***	 	****	 	*	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	***	  	***	 	***	 	***	 	****	 	*	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	***	  	***	 	***	 	***	 	****	 	*	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	***	  	***	 	***	 	***	 	****	 	*	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	***	  	***	 	***	 	***	 	****	 	*	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	***	  	***	 	***	 	***	 	****	 	*	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	***	  	***	 	***	 	***	 	****	 	*	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	***	  	***	 	***	 	***	 	****	 	*	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	***	  	***	 	***	 	***	 	****	 	*	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	***	  	***	 	***	 	***	 	***	 	**	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	***	  	***	 	***	 	***	 	***	 	**	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	***	  	***	 	***	 	***	 	***	 	**	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
		  	Total:	 	***	 		 		 		 		 		 		 		 		 	

  

					
		 	BOEING / UNITED AIRLINES PROPRIETARY	  	787-10 with GE Engines Table 1 (SA-7), Page 1








 Table 1 to 

Purchase Agreement No. 3860 

787-10 Aircraft with GENX-1B*** Engines Delivery, Description, Price and *** 

(787-10/GE/***) 
  

																							
	 # of
Aircraft
	 	 Delivery
Date
	 	 Number of
Aircraft
	  	 Escalation
Factor

(Airframe)
	  	 Escalation
Factor

(Engine)
	  	
See footnote for
escalation
forecast being
used
	  	 Serial
Number +
	  	
Escalation
Estimate*** Base
Price Per A/P
	  	
*** Per Aircraft (Amts. Due/*** Prior to Delivery):

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



 

	1 	Engine model, thrust and pricing are subject to GE agreement with Customer, i.e., to deliver GEnx-1B***. 

  

	*	*** Escalation Factors *** 

  

	**	*** Escalation Factors *** 

  

	#	Purchased *** pounds. Aircraft are eligible for the provisions of Letter Agreement UAL-PA-03860- LA-1301375R1 entitled “Provisions Relating to Customer’s *** for 787-10 Aircaft” 


 

	+	Serial Numbers Idenitfied are for informational purposes only and subject to change 

  

					
		 	BOEING / UNITED AIRLINES PROPRIETARY	  	787-10 with GE Engines Table 1 (SA-7), Page 2








 Table 1 

Purchase Agreement No. 3860 

787-9 Aircraft Delivery, Description, Price and *** 

(787-9/GE/***) 
  

																	
	 Airframe Model/MTOW:
	  	787-9	  	*** pounds1	 		  		  	 Detail Specification:
	  		  	 ***
	  	
	 Engine Model/Thrust:
	  	GENX-1B***2	  	*** pounds	 		  		  	 Airframe Price Base Year/Escalation Formula:
	  	***	  		  	 ***

	 Airframe Price:
	  		  	$***	 		  		  	 Engine Price Base Year/Escalation Formula:
	  	***	  		  	 ***

	 Optional Features:
	  		  	$***	 		  		  	 Airframe Escalation Data: 
	  		  		  	
		  		  	  
	 		  		  		  		  		  	
	 Sub-Total of Airframe and Features:
	  		  	$***	 		  		  	 Base Year Index (ECI):
	  		  	***	  	
	 Engine Price (Per Aircraft):
	  		  	$***	 		  		  	 Base Year Index (CPI):
	  		  	***	  	
		  		  	  
	 		  		  		  		  		  	
	 Aircraft Basic Price (Excluding BFE/SPE):
	  		  	$***	 		  		  	 Engine Escalation Data: 
	  		  		  	
		  		  	  
	 		  		  		  		  		  	
	 Buyer Furnished Equipment (BFE) Estimate:
	  		  	$***	 		  		  	 Base Year Index (ECI):
	  		  	***	  	
	 In-Flight Entertainment (IFE) Estimate:
	  		  	$***	 		  		  	 Base Year Index (CPI):
	  		  	***	  	
	 Refundable Deposit/Aircraft at Proposal Accept:
	  		  	$***	 	+	  		  		  		  		  	

  

																					
	 # of Aircraft
	  	Delivery Date	 	Number of
Aircraft	 	Escalation
Factor	 	Escalation
Factor	 	Serial
Number	 	Escalation Estimate***
Base Price Per A/P	 	*** Per Aircraft (Amts. Due/*** Prior to Delivery):
	  	 	 	 	 	 	 	***	 	***	 	***	 	***
	  	 	 	(Airframe)	 	(Engine)	 	 	 	***	 	***	 	***	 	***
		  	Block C Aircraft 1, 2, 3, 4	 		 		 		 		 		 		 		 	
	 ***
	  	***	 	***	 	***	 	***	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	 ***
	  	***	 	***	 	***	 	***	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	 ***
	  	***	 	***	 	+***	 	***	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	 ***
	  	***	 	***	 	+***	 	***	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	 ***
	  	***	 	***	 	+***	 	***	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	 ***
	  	***	 	***	 	+***	 	***	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
	 ***
	  	***	 	***	 	+***	 	***	 	***	 	$***	 	$***	 	$***	 	$***	 	$***
		  	Total Block C	 	***	 		 		 		 		 		 		 		 	

 +*** for each of the aircraft marked with a “+” is $*** & is calculated as
follows: 
 Step 1: Funds from *** 

Step 2: Funds from *** 

Step 3: Deposits *** 

Step 4: Resulting sum of *** 
  

					
	 APR 85133
	  	 Boeing / United Airlines, Inc. Proprietary
	  	 787-9 Table 1, Page 1, SA-6









 Table 1 Purchase Agreement No. 3860 

787-9 Aircraft Delivery, Description, Price and *** 

(787-9/GE/***) 
  

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

	 	 	  	  	  	  	  	***	  	***	  	***	  	***
	 	 	  	 (Airframe)
	  	 (Engine)
	  	  	  	 ***
	  	 ***
	  	 ***
	  	 ***



 

	1	MTOW provided in accordance with MTOW Article 3.2 of Letter Agreement 6-1162-RCN-1936. 

  

	2	Engine model, thrust and pricing are subject to GE agreement with Customer, i.e., to deliver GEnx-1B***. 

  

	3	The Block C Aircraft shall be considered Block B Aircraft as defined pursuant to *** & for purposes of Letter Agreement 6-1162-RCN-1939 entitled ***. 


 

	4	The *** specified above are “Block C Aircraft” as such term is defined in *** for all purposes of***, EXCEPT as in footnote 3 above. 


 

	*	Serial Numbers Idenitfied are for informational purposes only and subject to change 

  

					
	 APR 85133
	  	 Boeing / United Airlines, Inc. Proprietary
	  	 787-9 Table 1, Page 2, SA-6









 BUYER FURNISHED EQUIPMENT VARIABLES 

between 
 THE BOEING
COMPANY 
 and 

UNITED AIRLINES, Inc, 

Supplemental Exhibit BFE1 

to Purchase Agreement Number 3860 

relating to 
 BOEING
MODEL 787-*** AIRCRAFT 
  

					
	P.A. 3860	  	 BFE1
	  	 SA-7

BFE1 Page 1


 BOEING / UNITED AIRLINES, INC. PROPRIETARY 







 BUYER FURNISHED EQUIPMENT VARIABLES 

relating to 
 BOEING
MODEL 787-*** AIRCRAFT 
 This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other
requirements applicable to the Aircraft. 
  

	1.	Supplier Selection. 

 Customer will: 

Select and notify Boeing of the suppliers and model/part of the following BFE items by the first day of the following months: 

*** 
  

	2.	On-dock Dates and Other Information. 

 On or before ***, Boeing will provide
to Customer BFE requirements, electronically in My Boeing Fleet (MBF) through My Boeing Configuration (MBC) or by other means, setting forth the items, quantities, technical reviews, on-dock dates, shipping instructions and other
requirements relating to the in-sequence installation of BFE. These requirements may be periodically revised by Boeing. Customer and Boeing rights and obligations related to the BFE requirements established in this Supplemental
Exhibit BFE1 are set forth in Exhibit A to the AGTA. For planning purposes, the *** Aircraft preliminary BFE seat requirements and preliminary on-dock dates for all BFE items are set forth below. 

2.1   The below “Completion Date” represents the first day of the month by when the specific milestone must be completed to support
the BFE seat program. 
 Customer’s*** Aircraft: BFE*** Class Seat and*** Milestones (*** Aircraft Delivery Only) 

			
		
	 Milestone
	  	 Completion Date

	 ***
	  	***

 The above schedule dates are subject to change based on the dates negotiated and agreed to at the ITCM. 

 

					
	P.A. 3860	  	 BFE1
	  	 SA-7

BFE1 Page 2


 BOEING / UNITED AIRLINES, INC. PROPRIETARY 







 2.2   Preliminary On-Dock and Customer Inspection Months: All requirements are set forth below. If
a month is listed, then the due date is the first day of the month. If no date is listed, then there is no requirement. 
 *** 

 

					
	P.A. 3860	  	 BFE1
	  	 SA-7

BFE1 Page 3


 BOEING / UNITED AIRLINES, INC. PROPRIETARY 








	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 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 

 

					
	P.A. 3860	  	 BFE1
	  	 SA-7

BFE1 Page 4


 BOEING / UNITED AIRLINES, INC. PROPRIETARY 







 Attachment B-1 to Letter Agreement UAL-PA-03860-LA-120965R1 

787-10 *** Aircraft with GENX-1B*** 

Engines Delivery, Description, Price and *** 

(787-10/GE/***) 
  

															
	 Airframe Model/MTOW:
	  	787-10	  	*** pounds	 	#	  	 Detail Specification:
	  		  	***	  	
	 Engine Model/Thrust:
	  	GENX-1B***1 	  	*** pounds	 		  	 Airframe Price Base Year/Escalation Formula:
	  	***	  		  	 ***

	 Airframe Price:
	  		  	$***	 		  	 Engine Price Base Year/Escalation
Formula:2
	  	***	  		  	 ***

	 Optional Features:
	  		  	$***	 		  	 Airframe Escalation Data:
	  		  		  	
		  		  	  
	 		  		  		  		  	
	 Sub-Total of Airframe and Features:
	  		  	$***	 		  	 Base Year Index (ECI):
	  	***	  		  	
	 Engine Price (Per Aircraft):
	  		  	$***	 	1	  	 Base Year Index (CPI):
	  	***	  		  	
		  		  	  
	 		  		  		  		  	
	 Aircraft Basic Price (Excluding BFE/SPE):
	  		  	$***	 		  	 Engine Escalation Data:
	  		  		  	
		  		  	  
	 		  		  		  		  	
	 Buyer Furnished Equipment (BFE) Estimate:
	  		  	$***	 		  	 Base Year Index (ECI):
	  	***	  		  	
	 In-Flight Entertainment (IFE) Estimate:
	  		  	$***	 		  	 Base Year Index (CPI):
	  	***	  		  	
	 Non-Refundable Deposit/Aircraft at Def Agreement
	  	$***	 	+	  		  		  		  	

  

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

  

	1	Engine model, thrust and pricing are subject to GE agreement with Customer, i.e., to deliver GEnx-1B***. 

  

	2	Base year pricing is subject to confirmation by Customer with engine manufacturer. 

  

	+	If Customer does ***, Boeing will *** for that *** Aircraft and *** by Customer or United Continental Holdings, Inc. on any Boeing ***. If ***, then *** for Boeing *** and ***. 


 

	#	Purchased MTOW is *** pounds. Aircraft are eligible for the provisions of Letter Agreement UAL-PA-03860- LA-1301375R1 entitled “Provisions Relating to Customer’s *** for 787-10 Aircaft”


  

					
	 APR 64695-1F.TXT
	  	 Boeing / United Airlines, Inc. Proprietary
	  	787-10 with GE Engines Table 1 (SA-7), Page 1









			
	 




  
	  	 The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207
  


 UAL-PA-03860-LA-1209413A1R3 

United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, Illinois 60606 
  

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

 This letter agreement UAL-PA-03860-LA-1209413A1R3 (Amending Letter Agreement) amends and
supplements the Purchase Agreement and amends and supplements certain terms in Letter Agreement UAL-PA-03860-LA-1209413 (the Letter Agreement) ), and supersedes and replaces in its entirety letter agreement UAL-PA-03860-LA-1209413A1R2. All terms used and not defined in this Letter Agreement have the same meaning as in the
Purchase Agreement. 
  

	1.	Amendments to Article 1 of the Letter Agreement. 

 Article 1.4 was added by SA-6 to
address the *** 787-*** Aircraftc at such time.
 Subsequent to SA-6, the parties have agreed to a *** terms under SA-7 that serve to cancel
such 787-*** Aircraft.
 Accordingly, Article 1.4 is deleted by SA-7. 

 

					
	 UAL-PA-03860-LA-1209413A1R3
 Special
Matters
	  		  	 Page 1

SA-7


 BOEING / UNITED AIRLINES, INC. PROPRIETARY 







 



 
  

	2.	Amendments to Article 4 of the Letter Agreement. 

 Article 4.4 is amended as
follows:
 4.4    *** Provisions for the Launch Aircraft. For the avoidance of doubt, the Launch
Aircraft will be redefined to mean the *** 787-*** Aircraft purchased by Customer. The parties agree that *** of the Article 4.1 *** obligation will be *** delivery of each Launch Aircraft (Launch
Aircraft *** Obligation). At time of delivery of each Launch Aircraft, Boeing will *** to *** the Launch Aircraft *** Obligation. 
  

	3.	Confidential Treatment. 

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

			
	THE BOEING COMPANY
		
	By:	 	 /s/ Irma L Krueger

		
	Its:	 	 Attorney-In-Fact


  

					
	 UAL-PA-03860-LA-1209413A1R3
 Special
Matters
	  		  	 Page 2

SA-7


 BOEING / UNITED AIRLINES, INC. 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-03860-LA-1209413A1R3
 Special
Matters
	  		  	 Page 3

SA-7


 BOEING /
UNITED AIRLINES, INC. PROPRIETARY 









			
	 




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


  
  

UAL-PA-03860-LA-1301375R1 
 United Airlines, Inc. 

233 South Wacker Drive 
 Chicago, Illinois 60606 

 

			
	 Subject:
	  	 Provisions Relating to Customer’s*** for 787-10
Aircraft

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

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms
used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. This Letter Agreement replaces and supersedes Letter Agreement UAL-PA-03860-LA-1301375 dated June 17, 2013. 

Subject to the terms, provisions, and conditions described herein, Boeing *** to Customer *** 787-10 Aircraft (787-10 Aircraft), as of
the effective date (Effective Date) of the ***. 
  

	1.	Customer’s ***. 

 Boeing *** to Customer, at a charge as described in paragraph 3
below, *** 787-10 Aircraft ***. The Effective Date of such *** shall be the date that Boeing provides ***, unless otherwise mutually agreed to. *** for the applicable 787-10 Aircraft is ***. Boeing will use its best reasonable efforts to
provide *** not later than *** after receipt of Customer’s written request. 
  

	2.	***. 

 At the time of delivery of each 787-10 Aircraft, or *** after delivery of a 787-10
Aircraft, *** Customer. Such *** shall be ***, identifying the 787-10 Aircraft Manufacturer’s Serial Number (MSN), the delivery date and the Effective Date of ***. The *** shall also indicate ***. Customer may ***
subsequent to the Effective Date. If ***, then Customer *** as outlined in paragraph 3 below. 
  

	3.	***. 

 *** in accordance with either the *** set forth below, at Customer’s option.

  

	 	3.1.	*** 787-10 Aircraft. 

 If Customer elects to ***, then Customer shall *** 

 

	 	    	*** 


  

					
	 UAL-PA-03860-LA-1301375R1
 *** Model 787-10
Aircraft
	  		  	 SA-7

Page 1


 BOEING /
UNITED AIRLINES, INC. PROPRIETARY 








 



 
  
  

	 	3.2	***. 

  

	 	3.3	***. 

  

	 	3.4	Customer’s ***. 

  

	 	    	If Customer ***, the price for such *** shall be calculated as follows: 

 *** 

 

	 	3.5	***. 


  

					
	 UAL-PA-03860-LA-1301375R1
 *** 787-10
Aircraft
	  		  	 SA-7

Page 2


 BOEING /
UNITED AIRLINES, INC. PROPRIETARY 








 



 
  
  

	4.	***. 

  

	 	4.1	***. 

  

	 	4.2	***. 

  

	5.	***. 

  

	6.	***. 

  

	7.	Confidential Treatment. 

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

			
	THE BOEING COMPANY
		
	By:	 	 /s/ Irma L Krueger

		
	Its:	 	 Attorney-in-Fact



  

					
	 UAL-PA-03860-LA-1301375R1
 *** 787-10
Aircraft
	  		  	 SA-7

Page 3


 BOEING /
UNITED AIRLINES, INC. 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-03860-LA-1301375R1
 *** 787-10
Aircraft
	  		  	 SA-7

Page 4


 BOEING /
UNITED AIRLINES, INC. PROPRIETARY 








 Attachment A to 

Letter Agreement UAL-PA-03860-LA-1301375R1 
  

			
	Date:	 	  

	
	 United Airlines, Inc.
 233 South
Wacker Drive
 Chicago, Illinois 60606


  

			
	Attention:	  	***
		
	Reference:	  	Letter Agreement UAL-PA-03860-LA-1301375R1 to Boeing/UAL Purchase Agreement 3860

 Transmitted by email 
 *** 

 

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By:	 	  

		
	Its: 	 	  



  
  

					
	 UAL-PA-03860-LA-1301375R1, Attachment A

*** 787-10 Aircraft
	  	 SA-7

Page 5


 BOEING /
UNITED AIRLINES, INC. PROPRIETARY 








 Attachment B to 

Letter Agreement UAL-PA-03860-LA-1301375R1 
 ***


  
  

					
	 UAL-PA-03860-LA-1301375R1, Attachment B

*** 787-10 Aircraft
	  	 SA-7

Page 6


 BOEING /
UNITED AIRLINES, INC. PROPRIETARY