Exhibit 10.1


 


CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY
HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


 


Supplemental Agreement No. 16


 


to


Purchase Agreement No. 03776


 


between


 


The Boeing Company


 


and


 


United Airlines, Inc.


 


Relating to Boeing Model 737 MAX Aircraft


 


THIS SUPPLEMENTAL AGREEMENT,
entered into as of June 27, 2021, by and between THE BOEING COMPANY (Boeing) and UNITED
AIRLINES, INC. (Customer) (SA-16);


 


WHEREAS, the parties hereto
entered into Purchase Agreement No. 3776 dated July 12, 2012, as amended and supplemented (Purchase Agreement), relating to
the purchase and sale of Boeing model 737 MAX aircraft (Aircraft). This Supplemental Agreement is an amendment to the Purchase
Agreement; and


 


WHEREAS, Customer and Boeing
agree to:


 


		(i)	Reflect Customer’s ***
                                            Aircraft;



 


		(ii)	Revise the ***
                                            provisions to provide certain accommodations;



 


		(iii)	Revise the Aircraft ***



 


		(iv)	Revise certain economic matters for 737-10
                                            *** aircraft;



 


		(v)	Revise certain ***;



 


		(vi)	Amend existing delivery ***
                                            provisions to clarify certain elements;



 


		(vii)	Incorporate information regarding Boeing development of an airline operational efficacy (AOE) program;
and



 


		(viii)	Incorporate ***.



 





	UAL-PA-03776	 	SA-16, Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY



 






     


     


    

 


Supplemental Agreement No. 16 to


Purchase Agreement No. 03776


 


NOW THEREFORE, in consideration
of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:


 


		1.	Table of Contents.



 


The “Table of Contents”
is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-16”).


 


	2.	Tables.



 


2.1.           
Table 1.1 titled “*** 737-***
Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced
with the attached similarly titled Table 1 (identified by “SA-16”) as a result of ***.


 


2.2.            Table
1.B titled “*** 737-*** Aircraft Delivery, Description, Price and ***”
is deleted in its entirety and replaced with the attached similarly titled Table 1B (identified by “SA-16”) as a result of ***.


 


2.3.            Table
1.C titled “*** 737-*** Aircraft
Delivery, Description, Price and ***” (identified by “SA-16”) is
added to the Purchase Agreement to provide the estimated *** for the *** 737-*** Aircraft.


 


	3.	Exhibits.



 


Exhibit A4 in respect of the ***
737-10 Aircraft is deleted in its entirety and replaced with the attached Exhibit A4 (identified by “SA-16”) to update the
estimated features for the *** 737-10 Aircraft including for *** 737-***
Aircraft.


 


	4.	Letter Agreements.



 


4.1.            Letter
Agreement No. UAL-PA-03776-LA-l207637R3 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-03776-LA-l207637R4 titled
 “*** Matters” (identified by “SA-16”) to add certain accommodations
of the *** provisions.


 


4.2.            Letter
Agreement No. UAL-PA-03776-LA-l207638R2 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-03776-LA-l207638R3 titled
 “***” (identified by “SA-16”) to revise Aircraft ***
provisions.


 





	UAL-PA-03776	 	SA-16, Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY


 






     


     


    

 


Supplemental Agreement No. 16 to


Purchase Agreement No. 03776


 


4.3.            Letter
Agreement No. UAL-PA-03776-LA-l207650R4 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-03776-LA-l207650R5 titled
 “Special Matters – 737 MAX Aircraft” (identified by “SA-16”) to add certain revisions of economic terms
relating to certain 737-10 *** Aircraft.


 


4.4.            Letter
Agreement UAL-PA-03776-LA-1208157R2 titled “***” is deleted in its entirety
and replaced with UAL-PA-03776-LA-1208157R3 (identified by “SA-5”) to ***.


 


4.5.            Letter
Agreement No. UAL-PA-03776-LA-1208869R1 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-03776-LA- 1208869R2
titled “***” (identified by “SA-16”) to amend existing ***
provisions for clarity.


 


4.6.            Letter
Agreement No. UAL-PA-03776-LA-2103143 titled “Airline Operational Efficacy Matters” (identified by “SA-16”) is
added to the Purchase Agreement to provide guidance regarding AOE matters.


 


4.7.            Letter
Agreement No. UAL-PA-03776-LA-2103288 titled “***” (identified by “SA-16”)
is added to the Purchase Agreement to provide ***.


 





	UAL-PA-03776	 	SA-16,
Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY


 






     


     


    

 


Supplemental Agreement No. 16 to


Purchase Agreement No. 03776



 


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  	 	Executive Vice President and
 Chief Financial Officer  
	Title	 	Title



 





	UAL-PA-03776	 	SA-16,
Page 4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY


 






     


     


    




TABLE OF CONTENTS


	
ARTICLES	SA 
 NUMBER
	Article 1.	Quantity, Model and Description	SA-15 §3.1
	Article 2.	Delivery Schedule	SA-15 §3.1
	Article 3.	Price	SA-15 §3.1
	Article 4.	Payment	SA-15 §3.1
	Article 5.	Additional Terms	SA-15 §3.1
	TABLE	 
	1.	737-*** Aircraft Delivery, Description, Price and ***	SA-9
	1.1	*** 737-9 Aircraft Delivery, Description, Price and ***	SA-16
	1A.	737-*** Aircraft Delivery, Description, Price and ***	SA-15
	1B.	
*** 737-*** Aircraft Delivery, Description, Price and ***	SA-16
	1C.	*** 737-*** Aircraft Delivery, Description, Price and ***	SA-16
	EXHIBITS	 
	A-1	737-9 & *** 737-9 Aircraft Configuration	SA-8
	A-2	737-8 Aircraft Configuration	 
	A-3	737-7 Aircraft Configuration	 
	A-4	
*** 737-10 Aircraft Configuration	SA-16
	A-5	737-10 *** Aircraft Configuration	SA-14
	B.	Aircraft Delivery Requirements and Responsibilities	 
	TABLE OF CONTENTS, CONTINUED	 
	SUPPLEMENTAL EXHIBITS	SA 
 NUMBER
	AE1.	***/Airframe and ***	 
	AE2.	***/Airframe and *** for the 737-10 Aircraft	SA-9 & SA-15 §3.1
	BFE1.	BFE Variables 737-9 Aircraft	SA-7
	BFE2.	BFE Variables 737-10 Aircraft	SA-9
	CS1.	Customer Support Variables	SA-9
	EE1.	Engine Warranty and ***	SA-15 §3.1
	SLP1.	Service Life Policy Components	 



 





	UAL-PA-03776	TABLE OF CONTENTS	SA-16,
Page 1 of 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









     


     


    




	LETTER AGREEMENTS	SA NUMBER
	UAL-PA-03776-LA-1207637R4	*** Matters	SA-16
	UAL-PA-03776-LA-1207638R3	***	SA-16
	UAL-PA-03776-LA-1207640	Demonstration Flight Waiver	 
	UAL-PA-03776-LA-1207643R3	Open Matters 737-*** and 737-*** Aircraft	SA-15 
	UAL-PA-03776-LA-1207646R4	Promotional Support	SA-15 
	UAL-PA-03776-LA-1207647	Seller Purchased Equipment	SA-15 §3.1
	UAL-PA-03776-LA-1207649	Spare Parts Initial Provisioning	 
	UAL-PA-03776-LA-1207650R5	Special Matters	SA-16
	UAL-PA-03776-LA-1208055R1	***	SA-7
	UAL-PA-03776-LA-1208122	***	SA-10
	UAL-PA-03776-LA-1208123R1	*** for 737-*** Aircraft	SA-9
	UAL-PA-03776-LA-1208157R3	***	SA16-
	UAL-PA-03776-LA-1208234	Privileged and Confidential Matters	 
	UAL-PA-03776-LA-1208596R2	AGTA Matters	SA-13
	UAL-PA-03776-LA-1208238	Assignment Matters	 
	TABLE OF CONTENTS, CONTINUED	 
	LETTER AGREEMENTS	SA

 NUMBER
	UAL-PA-03776-LA-1208869R2	Delivery *** Matters	SA-16
	UAL-PA-03784-LA-1207869	737 Production Adjustments	 
	UAL-PA-03776-LA-1606848R2	*** Special MAX Aircraft	SA-9
	UAL-PA-03776-LA-1703685	737-*** Aircraft ***	SA-9
	UAL-PA-03776-LA-1703743	2017 ***	SA-9
	UAL-PA-03776-LA-1703858R1	*** for the 737-*** Aircraft	SA-10 & SA-15 §3.1
	 	*** Commitment for the 737-*** Aircraft	§5.1.2 of 

SA-9
	UAL-PA-3776-LA-1801367	Loading of Customer Software	SA-10
	UAL-PA-3776-LA-1801619	Installation of Cabin Systems Equipment	SA-10
	UAL-PA-3776-LA-1807469	*** From *** for 737-*** Aircraft	SA-11
	UAL-PA-3776-LA-2001766R1	Certain Special Matters	SA-14
	UAL-PA-3776-LA-2103143	Airline Operational Efficacy Matter	SA-16
	UAL-PA-3776-LA-2103288	***	SA-16




 





	UAL-PA-03776	TABLE OF CONTENTS	SA-16,
Page 2 of 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









     


     


    

 


	SUPPLEMENTAL AGREEMENTS	DATED AS OF
	Supplemental Agreement No. 1	June 17, 2013
	Supplemental Agreement No. 2	January 14, 2015
	Supplemental Agreement No. 3	May 26, 2015
	Supplemental Agreement No. 4	June 12, 2015
	Supplemental Agreement No. 5	January 20, 2016
	Supplemental Agreement No. 6	February 8, 2016
	Supplemental Agreement No. 7	December 27, 2016
	Supplemental Agreement No. 8	June 7, 2017
	Supplemental Agreement No. 9	June 15, 2017
	Supplemental Agreement No. 10	May 15, 2018
	Supplemental Agreement No. 11	September 25, 2018
	Supplemental Agreement No. 12	December 12, 2018
	Supplemental Agreement No. 13	March 20, 2020
	Supplemental Agreement No. 14	June 30, 2020
	Supplemental Agreement No. 15	February 26, 2021
	Supplemental Agreement No. 16	June 27, 2021


 





	UAL-PA-03776	TABLE OF CONTENTS	SA-16,
Page 3  of 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY


 






     


     


    

 


Table
1.1 To Purchase Agreement No. 03776 

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


 







	Airframe
                                            Model/MTOW:	 	737-***	 	***
    pounds	^
	Engine
    Model/Thrust:	 	***	 	***
    pounds	+
	Airframe
    Price:	 	 	 	$***	 
	***
    Features:	 	 	 	$***	 
	Sub-Total
    of Airframe and Features:	 	 	 	$***	 
	Engine
    Price (Per Aircraft):	 	 	 	$***	 
	Aircraft
    Basic Price (Excluding BFE/SPE):	 	 	 	$***	 
	Buyer
    Furnished Equipment (BFE) Estimate:	 	 	 	$***	 
	Seller
    Purchased Equipment (SPE) Estimate:	 	 	 	$***	 
	 	 	 	 	 	 
	Deposit
    per Aircraft:	 	 	 	$***	 














	Detail
    Specification:	 	***	 	 	 
	Airframe
    Price Base Year/*** Formula:	 	***	 	***	 
	Engine
    Price Base Year/*** Formula:	 	***	 	***	 
	Airframe
    *** Data:	 	 	 	 	 
	Base
    Year Index (ECI):	 	***	 	 	 
	Base
    Year Index (CPI):	 	***	 	 	 














 





	 	 	 	 	 	 	 	***	 	 	 	 	 	***
    Estimate	 	***
    Per Aircraft (Amts. Due/*** Prior to Delivery):	 	 
	 	 	 	 	Number
    of 	 	 	Factor	 	Manufacturer
    Serial	 	Actual
    or Nominal	 	***
    Base	 	***	 	***	 	***	 	***
	#
    of Aircraft	 	Delivery
    Date	 	Aircraft	 	 	***	 	Number	 	Delivery
    ****	 	Price
    Per A/P	 	***%	 	***%	 	***%	 	***%
	***	 	***	 	 	***	 	 	***	 	***	 	***	 	$	***	 	$	***	 	$	***	 	$	***	 	$	***
	Total in this Table:	 	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 


    *
Nominal *** pursuant to Letter Agreement number UAL-PA-03776-LA-1207643R3 entitled "Open Matters 737-9 and 737-10 Aircraft",
including successors thereof.


 


  Note:
Serial Numbers are provided as guidance only and are subject to change.  


 


  ***


 






    
	UAL-PA-03776 APR: 116759	Boeing / United Airlines, Inc. Proprietary	 Table 1.1 per SA-16, Page 1




     


    

 


Table 1A To Purchase
Agreement No. 03776


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


 







	Airframe
                                            Model/MTOW:	 	737-***	 	***
    pounds	^ 
	Engine
    Model/Thrust:	 	***	 	***
    pounds	+ 
	Airframe
    Price:	 	 	 	$***	 
	***
    Features:	 	 	 	$***	 
	Sub-Total
    of Airframe and Features:	 	 	 	$***	 
	Engine
    Price (Per Aircraft):	 	 	 	$***	 
	Aircraft
    Basic Price (Excluding BFE/SPE):	 	 	 	$***	 
	Buyer
    Furnished Equipment (BFE) Estimate:	 	 	 	$***	 
	Seller
    Purchased Equipment (SPE) Estimate:	 	 	 	$***	 
	 	 	 	 	 	 
	Deposit
    per Aircraft:	 	 	 	$***	 














	Detail
    Specification:	 	***	 	 	 
	Airframe
    Price Base Year/*** Formula:	 	***	 	***	 
	Engine
    Price Base Year/*** Formula:	 	***	 	***	 
	 	 	 	 	 	 
	Airframe
    *** Data:	 	 	 	 	 
	Base
    Year Index (ECI):	 	***	 	 	 
	Base
    Year Index (CPI):	 	***	 	 	 














 





	 	 	 	 	 	 	 	***	 	 	 	 	 	***
    Estimate	 	***
    Per Aircraft (Amts. Due/*** Prior to Delivery):	 	 
	 	 	***	 	Target
    Delivery	 	Number
                                            of 	Factor	 	Manufacturer
    Serial	 	Actual
    or Nominal	 	***
    Base	 	***	 	***	 	***	 	***
	#
    of Aircraft	 	Delivery
    Date	 	Date	 	Aircraft	(Airframe)	 	Number	 	Delivery
    ****	 	Price
    Per A/P	 	***%	 	***%	 	***%	 	***%
	***	 	***	 	 	***	 	***	***	 	***	 	***	 	$	***	 	$	***	 	$	***	 	$	***	 	$	***
	 	 	Total:	 	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




   


*
Nominal delivery *** pursuant to Letter Agreement number UAL-PA-03776-LA-1207643R3 entitled "Open Matters 737-*** and 737-*** Aircraft",
including successors thereof.
 


Note:
Serial Numbers above are provided as guidance only and are subject to change until delivery.  


 


^
- ***


 


+
- ***


 


***


 






    
	UAL-PA-03776 APR: 116666.TXT	Boeing / United Airlines, Inc. Proprietary	Table 1A per SA-15, Page 2




     


    











 


Table
1B To Purchase Agreement No. 03776


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


 










	Airframe
    Model/MTOW:	 	737-***	 	***
    pounds	 ^
	Engine
    Model/Thrust:	 	***	 	***
    pounds	+ 
	Airframe
    Price:	 	 	 	$***	 
	***
    Features:	 	 	 	$***	 
	Sub-Total
    of Airframe and Features:	 	 	 	$***	 
	Engine
    Price (Per Aircraft):	 	 	 	$***	 
	Aircraft
    Basic Price (Excluding BFE/SPE):	 	 	 	$***	 
	Buyer
    Furnished Equipment (BFE) Estimate:	 	 	 	$***	 
	Seller
    Purchased Equipment (SPE) Estimate:	 	 	 	$***	 
	 	 	 	 	 	 
	Deposit
    per Aircraft:	 	 	 	$***	 














	Detail
    Specification:	 	***	 	 	 
	Airframe
    Price Base Year/*** Formula:	 	***	 	***	 
	Engine
    Price Base Year/*** Formula:	 	***	 	***	 
	 	 	 	 	 	 
	Airframe *** Data:	 	 	 	 	 
	Base
    Year Index (ECI):	 	***	 	 	 
	Base
    Year Index (CPI):	 	***	 	 	 



















 





	 	 	 	 	 	 	 	***	 	 	 	 	 	 	 	***
    Estimate	 	***
    Per Aircraft (Amts. Due/*** Prior to Delivery):
	 	 	Target
    Delivery	 	 Number
    of	 	 	Factor	 	Manufacturer	 	Actual
    or Nominal	 	***	 	***
    Base	 	***	 	***	 	***	 	***
	#
    of Aircraft	 	Date	 	Aircraft	 	 	(Airframe)	 	Serial
    Number	 	Delivery
    ****	 	Forecast	 	Price
    Per A/P	 	***%	 	***%	 	***%	 	***%
	***	 	***	 	 	***	 	 	***	 	***	 	***	 	***	 	$	***	 	$	***	 	$	***	 	$	***	 	$	***
	 	 		 	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


* Nominal delivery *** pursuant
to Letter Agreement number UAL-PA- 3776-LA-1207643R3 entitled "Open Matters 737-*** and 737-*** Aircraft", including successors
thereof.


 


Note: Serial Numbers above
are provided as guidance only and are subject to change until delivery.


 


^ - ***


 




***


 


+ -***


 


***

 






    
	UAL-PA-03776 APR: 117307.TXT	 Boeing / United Airlines, Inc. Proprietary	 *** 737-10 (54) Table 1B per SA-16, Page 3
	 	 	 

 


     


    

 


Table
1C To Purchase Agreement No. 03776


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


 










	Airframe
    Model/MTOW:	 	737-***	 	***
    pounds	 ^
	Engine
    Model/Thrust:	 	***	 	***
    pounds	+ 
	Airframe
    Price:	 	 	 	$***	 
	***
    Features:	 	 	 	$***	 
	Sub-Total
    of Airframe and Features:	 	 	 	$***	 
	Engine
    Price (Per Aircraft):	 	 	 	$***	 
	Aircraft
    Basic Price (Excluding BFE/SPE):	 	 	 	$***	 
	Buyer
    Furnished Equipment (BFE) Estimate:	 	 	 	$***	 
	Seller
    Purchased Equipment (SPE) Estimate:	 	 	 	$***	 
	 	 	 	 	 	 
	Deposit
    per Aircraft:	 	 	 	$***	 

















	Detail
    Specification:	 	***	 	 	 
	Airframe
    Price Base Year/*** Formula:	 	***	 	***	 
	Engine
    Price Base Year/*** Formula:	 	***	 	***	 
	 	 	 	 	 	 
	Airframe *** Data:	 	 	 	 	 
	Base
    Year Index (ECI):	 	***	 	 	 
	Base
    Year Index (CPI):	 	***	 	 	 



















 





	 	 	 	 	 	 	 	***	 	 	 	 	 	 	 	***
    Estimate	 	***
    Per Aircraft (Amts. Due/*** Prior to Delivery):
	 	 	Target	 	 Number
    of	 	 	Factor	 	Manufacturer
    Serial	 	Actual
    or Nominal	 	***	 	***
    Base	 	***	 	***	 	***	 	***
	#
    of Aircraft	 	Delivery
    Date	 	Aircraft	 	 	(Airframe)	 	Number	 	Delivery
    ****	 	Forecast	 	Price
    Per A/P	 	***%	 	***%	 	***%	 	***%
	***	 	***	 	 	***	 	 	***	 	***	 	***	 	***	 	$	***	 	$	***	 	$	***	 	$	***	 	$	***
	 	 		 	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


*
Nominal delivery *** pursuant to Letter Agreement number UAL-PA-03776-LA-1207643R3 entitled "Open Matters 737-*** and 737-*** Aircraft",
including successors thereof.


 


Note:
Serial Numbers above are provided as guidance only and are subject to change until delivery.


 


^
- ***


 


+
- ***


 


***


 






    
	UAL-PA-03776
                                            APR: 117306.TXT	Boeing
                                            / United Airlines, Inc. Proprietary	Table
                                            1C SA-16, Page 4
	 	 	 

 


     


    


 


AIRCRAFT
CONFIGURATION


 


between


 


THE
BOEING COMPANY


 


and


 


United
Airlines, Inc.


 


Exhibit A-4
to Purchase Agreement Number PA-03776 for *** 737-10 Aircraft





 


 


	UAL-PA-03776-EXA-4	SA-16
	737-10 Aircraft	Page 1




BOEING/UNITED AIRLINES,
INC. PROPRIETARY


 







     


     


    

 


Exhibit A-4


 


AIRCRAFT CONFIGURATION


 


relating to


 


*** BOEING MODEL 737-10 AIRCRAFT


 


The Detail Specification
is Boeing document number *** dated ***. The estimate for *** features was estimated using Customer guidance as seen in Attachment
1 to this Exhibit A-4. Such Attachment 1 estimate of *** features comprises Customer’s Initial Configuration which is subject
to change pursuant to the provisions of Letter Agreement UAL-PA-03776-LA-1207643R3 entitled “Open Matters 737-9 and 737-10 Aircraft”.


 


	UAL-PA-03776-EXA-4	SA-16
	737-10 Aircraft	Page 2




BOEING/UNITED AIRLINES,
INC. PROPRIETARY


 









     


     


    

 


	*** Number	 	Title	 	 	Price / each of
 the *** 737-10
 Aircraft in ***$	 	 	 	*** Price / 737-10
 Aircraft in ***$	 
	***	 	***	 	 	***	 	 	 	***	 
	 	 	TOTALS:	 	$	***	 	 	$	***	 
	 	 	GRAND TOTAL:	 	$	***	 	 	$	***	 



 


	UAL-PA-03776-EXA-4	SA-16
	737-10 Aircraft	Page 3




BOEING/UNITED AIRLINES,
INC. PROPRIETARY


 







     


     


    

 


	 	The
                                            Boeing Company

                                                                     P.O.
                                            Box 3707

                                                                     Seattle,
                                            WA 98124-2207





 


 


UAL-PA-03776-LA-1207637R4


 


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	***
                                            Matters



 


		Reference:	Purchase
                                            Agreement No. PA-03776 (Purchase Agreement) between The Boeing Company (Boeing)
                                            and United Airlines, Inc. (Customer) relating to Model 737 MAX 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 UCH-PA-03776-LA-1207646R3 dated March 20, 2020.


 


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.                                ***


 


1.7             
For purposes of this Letter Agreement:


***


7.                                ***
Rights


.


7.1             
Customer agrees that ***.


 


7.2             
In the event Boeing *** Customer *** pursuant to Article 3.1, absent instruction from Boeing to the contrary, Customer shall,
*** the Purchase Agreement as amended by this Letter Agreement. Customer will ***.


 


7.3             
For all purposes of this paragraph 3, including without limitation, notice, *** or any other application, ***. Boeing expressly
reserves all of its rights and remedies under any agreement and applicable law.


 


8.             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-03776-LA-1208234.


 


	UAL-PA-03776-LA-1207637R4	SA-16
	*** Matters	Page 1



 


BOEING/UNITED
AIRLINES, INC. PROPRIETARY


 






     


     


    

 





	 	 


 


 


9.                                         
Assignment.


 


Except
as provided in Letter Agreement No. UAL-PA-03776-LA-1208238, 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/
    Irma L Krueger	 
	 	 
	Its:	Attorney-in-Fact	 



 





	UAL-PA-03776-LA-1207637R4	SA-16
	*** Matters	Page 2





 


BOEING/UNITED
AIRLINES, INC. PROPRIETARY


 






     


     


    




 





	 	 


 


 


	ACCEPTED
    AND AGREED TO AS OF	 
	 	 
	Date:	June 27, 2021	 
	 	 
	UNITED
    AIRLINES, INC.	 
	 	 
	By:	/s/
    Gerald Laderman	 
	 	 
	Its:	Executive
    Vice President and Chief Financial Officer	 


  





	UAL-PA-03776-LA-1207637R4	SA-16
	*** Matters	Page 3





 


BOEING/UNITED
AIRLINES, INC. PROPRIETARY


 






     


     


    





  





	 	The
                                            Boeing Company

                                                                     P.O.
                                            Box 3707

                                                                     Seattle,
                                            WA 98124-2207



  


UAL-PA-03776-LA-1207638R3


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	***



		Reference:	Purchase
                                            Agreement No. PA-03776 (Purchase Agreement) between The Boeing Company (Boeing)
                                            and United Airlines, Inc. (Customer) relating to Model 737 MAX 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-03776-LA-1207638R1 dated May 15, 2018.


 


Subject
to the terms herein, Customer may ***:


 


***


 


		1.	Customer’s
                                            Written Notice.



 


Customer
shall provide written notice of its ***,


 


		***	



3.                                         
Definitive Agreement.


 


***


 


5.                                         Assignment.


 


Except
as provided in Letter Agreement No. UAL-PA-03776-LA-1208238, 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.


 


6.                                         
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-03776-LA-1208234.


 


	UAL-PA-03776-LA-1207638R2	SA-16
	***	Page
    1




 BOEING
/ UNITED AIRLINES, INC. PROPRIETARY


 






     


     


    

 


 


 


Very truly yours, 


  


	THE
    BOEING COMPANY	 
	 	 
	By:	/s/
    Irma L. Krueger	 
	 	 
	Its:	Attorney-in-Fact
    	 



 





	UAL-PA-03776-LA-1207638R2	SA-16
	***	Page 2




 BOEING
/ UNITED AIRLINES, INC. PROPRIETARY






 






     


     


    

 





	 	 


  	ACCEPTED
                                AND AGREED TO this	 
	 	 
	Date:	June
    27, 2021	 







 


	UNITED
AIRLINES, INC.	 
	 	 	 
	By:	/s/
Gerald Laderman	 
	 	 	 
	Its:	Executive
Vice President and Chief Financial Officer	 





 





	UAL-PA-03776-LA-1207638R2	SA-16
	***	Page
    3




 BOEING
/ UNITED AIRLINES, INC. PROPRIETARY





 






     


     


    


 


Attachment A to Letter Agreement UAL-PA-03776-LA-1207638R2


737-*** Aircraft Description and Price


ALL ITEMS BELOW ARE SUBJECT TO CHANGE


 




	Airframe Model/MTOW:	 	737-***	 	 	*** pounds	 	 	Detail Specification:	***	 	 	 	 	 
	Engine Model/Thrust:	 	***	 	 	*** pounds	 	 	Airframe Price Base Year/*** Formula:	***		 	 	***	
	Airframe Price:	 	 	 	 	$***	 	 	Engine Price Base Year/*** Formula:	***		 	 	***	
	*** Features:	 	 	 	 	$***	***	 	 	 	 	 	 	 	 
	Sub-Total of Airframe and Features:	 	 	 	 	$***	 	 	Airframe *** 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:	 	 	 	 	$***	***	 	 	 	 	 	 	 	 






 


	Attachment A to UAL-PA-03776-LA-1207638R2  	 	SA-16



	***	Boeing / United
                                            Airlines, Inc. Proprietary	 



 






     


     


    

 


Attachment B to Letter Agreement UAL-PA-03776-LA-1207638R2


737-*** Aircraft Description and Price


ALL ITEMS BELOW ARE SUBJECT TO CHANGE


 


	Airframe
    Model/MTOW:	 	737-***	 	 	***
    pounds	 	 	Detail Specification:	***	 	 	 	 	 
	Engine
    Model/Thrust:	 	***	 	 	***
    pounds	 	 	Airframe Price Base Year/*** Formula:	***		 	 	***	 
	Airframe
    Price:	 	 	 	 	$***	 	 	Engine Price Base Year/*** Formula:	***		 	 	***	 
	***
    Features:	 	 	 	 	$***	***	 	 	 	 	 	 	 	 
	Sub-Total
    of Airframe and Features:	 	 	 	 	$***	 	 	Airframe *** 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:	 	 	 	 	$***	 	 	 	 	 	 	 	 	 



 


	Attachment B to UAL-PA-03776-LA-1207638R2	 	SA-16



	***	Boeing / United
                                            Airlines, Inc. Proprietary	 



 






     


     


    

 


Attachment C to Letter
Agreement UAL-PA-03776-LA-1207638R2

737-*** Aircraft Description and Price

ALL ITEMS BELOW ARE SUBJECT TO CHANGE


 


	Airframe Model/MTOW:	 	737-***	 	 	*** pounds	 	 	Detail Specification:	***	 	 	 	 	 
	Engine Model/Thrust:	 	***	 	 	*** pounds	 	 	Airframe Price Base Year/*** Formula:	***	 	 	 	***	 
	Airframe Price:	 	 	 	 	$***	 	 	Engine Price Base Year/*** Formula:	 	 	 	 	 	 
	*** Features:	 	 	 	 	$***	***	 	 	 	 	 	 	 	 
	Sub-Total of Airframe and Features:	 	 	 	 	$***	 	 	Airframe *** 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:	 	 	 	 	$***	***	 	 	 	 	 	 	 	 




 


	Attachment C to
    UAL-PA-03776-LA-1207638R2	SA-16
	***	 




Boeing / United Airlines,
Inc. Proprietary


 






     


     


    


 


Attachment D to Letter
Agreement UAL-PA-03776-LA-1207638R2 

737-*** Aircraft Description and Price 

ALL ITEMS BELOW ARE SUBJECT TO CHANGE  







 








	Airframe Model/MTOW:	 	 	737-***	 	 	 	*** pounds	 
	Engine Model/Thrust:	 	 	***	 	 	 	*** pounds	 
	Airframe Price:	 	 	 	 	 	 	$***	 
	*** Features:	 	 	 	 	 	 	$***	***
	Sub-Total of Airframe and Features:	 	 	 	 	 	 	$***	 
	Engine Price (Per Aircraft):	 	 	 	 	 	 	$***	 
	Aircraft Basic Price (Excluding BFE/SPE):	 	 	 	 	 	 	$***	 
	Buyer Furnished Equipment (BFE) Estimate:	 	 	 	 	 	 	$***	***
	Seller Purchased Equipment (SPE)  Estimate:	 	 	 	 	 	 	$***	***




 










 


	Detail Specification:	 	 	***	 	 	 		 
	Airframe Price Base Year/*** Formula:	 	 	***	 	 	 	***	 
	Engine Price Base Year/*** Formula:	 	 	***	 	 	 	***	 
	 	 	 	 	 	 	 	 	 
	Airframe *** Data:	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 
	Base Year Index (ECI):	 	 	***	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Base Year Index (CPI):	 	 	***	 	 	 	 	 












 








	Attachment D  to
    UAL-PA-03776-LA-1207638R2	SA-16
	***	Page 2




Boeing
/ United Airlines, Inc. Proprietary



 






     


     


    

 



 





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








 


United Airlines, Inc. 


233 South Wacker Drive 


Chicago, Illinois 60606


 


	Subject:	Special
                                            Matters – 737 MAX Aircraft



 


	References:	1)	Purchase Agreement No. PA-03776 (Purchase Agreement) between The Boeing Company (Boeing)
and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft); and



 


		2)	Letter
                                            Agreement UAL-PA-03776-1207638 entitled “***



 


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-0 3776-LA-1207650R4 dated May 15, 2018.


 


1.             ***


 


1.5            ***
Aircraft ***.


 


1.5.1            The
parties agree to the following *** Boeing Model 737-*** aircraft specified in Table 1 and Table 1.1 and *** Boeing Model 737-***
aircraft specified in Table 1A, at the effective date of this Letter Agreement and as may be subsequently ***. The *** aircraft
comprise the *** Aircraft.***At the time of *** of each applicable *** Aircraft, Boeing ***.


 


1.5.2            Boeing
and Customer will work together to periodically assess and agree to determine whether and how ***established in Attachment 1 *** provided
in Attachment 2 to this Letter Agreement. Such assessment will incorporate the methodology and .assumptions incorporated in development
of Attachment 1 to this Letter Agreement including *** to the effective date of Supplemental Agreement No. 7 to the 787 Purchase
Agreement No. 3860 and *** in Attachment 1 to this Letter Agreement.


 


1.6            737-***.


 


***


 






    	UAL-PA-03776-LA-1207650R5	SA-16
	Special Matters	Page 1
	 	 
	BOEING I UNITED AIRLINES PROPRIETARY



     


    

 


 





 


1.7            ***
737 ***.


 











***:


 


	Aircraft
    Availability	***
    Amount of 

    *** 737 ***
	***	***
	***	$***


 


1.8            ***


 


2.            ***.


 


Unless
otherwise noted, the *** stated in Paragraphs 1.1 through 1.7 *** are in (a) *** dollars for the 737-*** Aircraft, the 737-***
Aircraft, the 737-*** Aircraft and (b) *** year dollars for 737-*** Aircraft. The *** will be *** to the scheduled month of the
respective Aircraft *** pursuant to the *** formula set forth in the Purchase Agreement applicable to the Aircraft. The *** may, at the
election of Customer, be *** Boeing *** and *** (but shall ***).


 


3.            Reserved.


 


4.            737
Supplier Management.


 


It
is Boeing’s 737 *** design intent to maintain as much commonality with the 737NG while also achieving the 737 *** performance requirements
(including, but not limited to, fuel bum, range, payload, etc.) that the market demands. If a *** leads to a Supplier Product to
be available *** for the 737 *** where *** on the 737NG, or if an existing 737NG ***, then Boeing will ensure that *** 737 *** operators
***. These *** agreements, known as ***, will include (but not be limited to) enforceable provisions related to *** Boeing will
utilize *** efforts to ensure that the terms of such *** agreements are ***.


 


5.            Supplier
Diversity.


 


Customer
and Boeing agree to work towards a mutually agreeable solution for meeting diversity requirements in the supply base. Notwithstanding
the foregoing sentence, Boeing agrees to (i) identify parts and equipment where Customer makes the procurement decision for potential
opportunities; (ii) submit indirect reports until other options are vetted and approved; and (iii) continue to engage with
Customer with regard to supplier diversity to ensure Boeing supports Customer’s requirements.


 


6.             Delivery
*** Customer and Boeing agree that both Customer and Boeing will have certain Aircraft ***. Such *** are provided to Customer
and Boeing pursuant to Letter Agreement No. UAL-PA-03776-LA-1208869.


 






    	UAL-PA-03776-LA-1207650R5	SA-16
	Special Matters	Page 2
	 	 
	BOEING I UNITED AIRLINES PROPRIETARY



     


    

 


 


 


7.            Assignment.





 


Unless
otherwise noted herein, the *** described in this Letter Agreement are provided as *** to Customer and in consideration of ***. Except
as provided in Letter Agreement No. UAL-PA-03776-LA-1208238, this Letter Agreement cannot be assigned, in whole or in part, without
the prior written consent of Boeing. ***


 


8.            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-03776-LA-1208234.


 


Very truly yours,


 


	THE BOEING COMPANY	 
	 	 
	By:	/s/
    Irma L. Krueger	 
	 	 
	Its:	Attorney-in-Fact	 



 









    	UAL-PA-03776-LA-1207650R5	SA-16
	Special Matters	Page 3
	 	 
	BOEING I UNITED AIRLINES PROPRIETARY



     


    

 





 





	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	June 27, 2021	 


 


	UNITED AIRLINES,
    INC.	 
	 	 
	By:	/s/
    Gerald Laderman	 
	 	 
	Its:	Executive
                                            Vice President and Chief Financial Officer
	 


 






    	UAL-PA-03776-LA-1207650R5	SA-16
	Special Matters	Page 4
	 	 
	BOEING I UNITED AIRLINES PROPRIETARY



     


    

 


Attachment
1 to Letter Agreement UAL-PA-03776-LA-1207650R4: ***


 


***


 


***


 






    	UAL-PA-03776-LA-1207650R4	SA-10
	Special Matters	Attachment 1 to UAL-PA-03776-LA-1207650R4, Page 1
	 	 
	BOEING
                                            I UNITED AIRLINES PROPRIETARY



     


    

 


Attachment
2 to Letter Agreement UAL-PA-03776-LA-1207650R4


 


*** 


 


 






    	UAL-PA-03776-LA-1207650R5	SA-16
	Special Matters	Attachment 2 to UAL-PA-03776-LA-1207650R4, Page 1
	 	 
	BOEING I UNITED AIRLINES PROPRIETARY



     


    

 











 





	 	The Boeing
                                            Company

                                            P.O. Box 3707

                                            Seattle, WA 98124-2207




 


UAL-PA-03776-LA-1208157R3


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	***



 


		Reference:	Purchase Agreement No. PA-03776 (Purchase Agreement) between The Boeing Company (Boeing)
and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)



 


This letter agreement (Letter
Agreement) amends and supplements the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement
UCH-PA-03776-LA-1208157R2 dated June 7, 2017.


 


All terms used herein and
in this Letter Agreement, and not defined herein, will have the same meaning as in the Purchase Agreement.


 


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


 


	UAL-PA-03776-LA-1208157R3	 	SA-16
	***

	 	Page 1
	BOEING
/ UNITED AIRLINES, INC. PROPRIETARY



 






    


    


    






 


 


 


		1.	Customer's ***.



 


Boeing ***
Customer, at a charge as described in paragraph 3 below, *** an Aircraft ***
for the respective model type. The Effective Date of such *** shall be the date that Boeing
provides ***, unless otherwise mutually agreed to. ***
for the applicable Aircraft ***. 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 Aircraft, *** after delivery of an Aircraft, ***s
as requested by Customer. Such *** shall be ***,
identifying the Aircraft Manufacturer's Serial Number (MSN), the delivery date and the Effective Date of ***.
The *** shall also indicate the ***.


 


		3.	***



 


3.1.           
Calculation of Customer's ***.


 


If Customer elects ***


 


		3.4.	Customer's ***.



 


*** 


 


		5.	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-03776-LA-1208234.


 


Very truly yours,


 


THE BOEING COMPANY




 


	By:	/s/ Irma L Krueger	 
	 	 
	Its:	Attorney-in-Fact	 



 





	UAL-PA-03776-LA-1208157R3	 	SA-16
	***

		Page 2
	BOEING
/ UNITED AIRLINES, INC. PROPRIETARY



 






    


    


    

 


 


 


ACCEPTED AND AGREED TO this




 


	Date:	June 27, 2021	 



 


UNITED AIRLINES, INC.


 





	By:	  /s/ Gerald
  Laderman	 
	 	 	 
	Its:	  Executive Vice President
  and Chief Financial Officer	 



 





	UAL-PA-03776-LA-1208157R3	 	SA-16
	***

		Page 3
	BOEING
/ UNITED AIRLINES, INC. PROPRIETARY



 







    


    


    

 


Attachment A to Letter Agreement UAL-PA-03776-LA-1208157R3


 





	Date:	 	 



 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Attention:	***
	Reference:	Letter Agreement UAL-PA-03776-LA-1208157R3 to Purchase Agreement 03776



 


***


 


Very truly yours,


 


	THE BOEING COMPANY	 



 


	By:	 	 
	Its:	 	 



 


	Attachment A to UAL-PA-03776-LA-1208157R3	 	SA-16
	***

		Page 2
	BOEING
/ UNITED AIRLINES, INC. PROPRIETARY



 






    


    


    

 


Attachment A:
***


 


***


 





	Attachment A to UAL-PA-03776-LA-1208157R3	 	SA-16
	***

		Page 3
	BOEING
/ UNITED AIRLINES, INC. PROPRIETARY



 






    


    


    

 


Attachment B to Letter
Agreement UAL-PA-03776-LA-1208157R3


 


***


 





	Attachment B to UAL-PA-03776-LA-1208157R3	 	SA-16
	***

		Page 1
	BOEING
/ UNITED AIRLINES, INC. PROPRIETARY



 






    


    


    

 






 


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


 


UAL-PA-03776-LA-1208869R2


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	Delivery *** Matters



 


	Reference:	Purchase Agreement No. PA-03776 (Purchase Agreement)
                                      between The Boeing Company (Boeing) and United Continental Holdings, Inc. (Customer)
                                      relating to Model 737-9 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 replaces in its entirety Letter Agreement UAL-PA-03776-1208869R1 dated
March 20, 2020.


 


1.                              Delivery
***. *** has requested, and *** has agreed to provide, *** in the *** will provide *** subject to the following terms and conditions:


 


1.4            Notice
Requirement. *** must exercise the *** by providing *** with written notification at least *** of the Aircraft for which the ***.


 


2.                              Reciprocal
***. Should *** successfully exercise its *** pursuant to the terms of this Letter Agreement, *** will be provided with a *** subject
to the following terms and conditions:


 


2.1            Such
*** may *** for a period of no greater than ***.


 


2.2            ***
will be provided with *** after every *** successfully exercised ***. Unless exercised pursuant to the terms and conditions of this Letter
Agreement, each *** will terminate *** months from the first day of the month that such *** is made available to ***.


 


2.3            ***
must exercise each *** by providing *** with written notification at least *** to the first day of the either *** of the Aircraft for
which the *** will be applied to.


 


3.                              ***.


 


3.1            ***
has requested and *** has agreed to provide *** in the form of a *** of any of the *** subject to compliance with the following terms:


 






    	UAL-PA-03776-LA-1208869R2	SA-16
	Delivery *** Matters	Page 1
	 	 
	BOEING / UNITED AIRLINES, INC. PROPRIETARY



     


    

 


 


 


3.2            ***
will provide written notice to *** no later than *** days prior to the first day of the *** of a *** for which the *** is requested (each
and collectively a ***);


 


3.3            The
parties agree to work together to determine a mutually agreeable *** for all *** such that applicable ***;


 


3.4            ***
agrees to provide *** with written notice of the ***r for any *** no later than *** days prior to the first day of such *** for any ***;


 


3.5            ***
will not *** in respect of a *** earlier than at *** of the corresponding ***;


 


3.6            For
the purpose of this Article 3, *** is defined as each of the *** scheduled for *** in *** in the Purchase Agreement.


 


4.                              Definitive
Agreement.


 


***


 


6.                              Assignment.


 


Except as provided in Letter
Agreement No. UAL-PA-03776-LA-1208238, 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.


 


7.                              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-03776-LA-1208234.


 


Very truly yours,


 


THE
BOEING COMPANY




 


	By	/s/
    Irma L. Krueger	 
	 	 	 
	Its	Attorney-In-Fact	 



 






    	UAL-PA-03776-LA-1208869R2	SA-16
	Delivery *** Matters	Page 2
	 	 
	BOEING / UNITED AIRLINES, INC. PROPRIETARY



     


    

 


 


 


	ACCEPTED
    AND AGREED TO this	 
	 	 
	Date:	June
    27, 2021	 




 


UNITED AIRLINES, INC.


 


	By	/s/
    Gerald Laderman	 
	 	 
	Its	Executive
    Vice President and Chief Financial Officer	 


 






    	UAL-PA-03776-LA-1208869R2	SA-16
	Delivery *** Matters	Page 3
	 	 
	BOEING / UNITED AIRLINES, INC. PROPRIETARY



     


    

 





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


 


UAL-PA-03776-LA-2103143


 


United Airlines, Inc. 


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	Airline Operational Efficacy Matters



 


	Reference:	Purchase Agreement No. PA-03776
                                            (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines,
                                            Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)



 


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


 


1.             AOE
Program


 


Boeing has developed an airline
operational efficacy program (AOE Program) describing the industry accepted and regulatory required safety, operations, maintenance,
flight crew and engineering standards for operators of commercial aircraft (Industry Standards). The AOE Program consists of (i)
the review of Customer’s operational alignment with the Industry Standards to validate compliance therewith (Review); and
(ii) at Boeing’s discretion, the provision of support to Customer to enhance compliance to the Industry Standards where areas of
concern are identified (Support). ***


 


2.             Assignment.


 


Except as provided in Letter
Agreement No. UAL-PA-03776-LA-1208238, 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.


 






    
	UAL-PA-03776-LA-2103143	SA-6
	Airline Operational Efficacy Matters	Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 


 


 


3.             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-03776-LA-1208234.


 


Very truly yours,


 


THE
BOEING COMPANY




 


	By:	/s/
    Irma L. Krueger	 
	 	 	 
	Its:	Attorney-in-Fact	 



 






    
	UAL-PA-03776-LA-2103143	SA-6
	Airline Operational Efficacy Matters	Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 








 


 


	ACCEPTED
    AND AGREED TO this	 
	 	 
	Date:	June
    27, 2021	 


 


UNITED AIRLINES, INC.




 


	By:	/s/
    Gerald Laderman	 
	 	 
	Its:	Executive
    Vice President and Chief Financial Officer	 


 






    
	UAL-PA-03776-LA-2103143	SA-6
	Airline Operational Efficacy Matters	Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 





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


 


UAL-PA-03776-LA-2103288


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	***



	References:	1)	Purchase Agreement No. 03776 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer)
relating to Model 737 MAX aircraft (Aircraft), including Letter Agreement No. UALPA-03776-LA-1208122R1 entitled “***; and



 


		2)	Aircraft General Terms Agreement dated as
                                            of July 12, 2012 between the parties, identified as UCH-AGTA (AGTA)



 


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.


 


Definition of Terms:


 


***


9.                            Assignment.


 


Except as provided in Letter
Agreement No. UAL-PA-03776-LA-1208238, 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.


 


10.                          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-03776-LA-1208234.


 






    
	UAL-PA-03776-LA-2103288	 	SA-16
	***	 	Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 


 


 


Very truly yours,


 


THE
BOEING COMPANY




 


	By:	/s/
    Irma L. Krueger	 
	 	 	 
	Its:	Attorney-in-Fact	 



 






    
	UAL-PA-03776-LA-2103288	 	SA-16
	***	 	Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 


 


 


	ACCEPTED
    AND AGREED TO AS OF	 
	 	 
	Date:	June
    27, 2021	 


 


UNITED AIRLINES, INC.




 


	By;	/s/
    Gerald Laderman	 
	 	 
	Its:	Executive
    Vice President and Chief Financial Officer	 


 







    
	UAL-PA-03776-LA-2103288	 	SA-16
	***	 	Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY