Exhibit 10.4


 


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


 


AMENDMENT NO. 2


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


dated as of December 3, 2019


 


between


 


AIRBUS S.A.S.


 


and


 


UNITED AIRLINES, INC.


 


This Amendment No. 2 to the A320 Family Purchase
Agreement between Airbus S.A.S. and United Airlines, Inc. (this “Amendment No. 2”), is entered into as of June 27,
2021, by and between Airbus S.A.S., a French société par actions simplifiée, organized and existing under
the laws of France, having its registered office located at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the
Commercial and Companies Register of Toulouse under number 383 474 814 (the “Seller”), and United Airlines,
Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate
offices located at 233 South Wacker Drive, Chicago, Illinois 60606 (the “Buyer”).


 


WITNESSETH:


 


WHEREAS, the Buyer and the Seller entered into
the A320 Family Purchase Agreement dated as of December 3, 2019 (as amended, supplemented or otherwise modified, the “Agreement”);
and


 


WHEREAS, the Buyer has agreed to buy and take
delivery of, and the Seller has agreed to sell and deliver to the Buyer, seventy (70) A321 NEO Aircraft (as this term is defined in the
Agreement) and therefore the Buyer and the Seller have accordingly agreed to amend certain terms of the Agreement as set forth herein.


 


NOW, THEREFORE, IT IS AGREED AS FOLLOWS:








    
	CT1903666 – A320 Family Purchase Agreement – Amendment No. 2 – Execution	AM2-1
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		1.	DEFINITIONS



 


		1.1	Capitalized terms used herein and not otherwise expressly defined in this Amendment No. 2 shall have the
meanings assigned thereto in the Agreement. The terms “herein”, “hereof”, and “hereunder” and words
of similar import refer to this Amendment No. 2.



 


		1.2	Clause 0 of the Agreement is hereby amended to delete the following defined terms:



 


		(i)	“***”, and



 


		(ii)	“***”.



 


		1.3	The definition of “A321 XLR Standard Specification” set out in Clause 0 of the Agreement is
hereby deleted and replaced by the following:



 


“A321 XLR Standard Specification
 – the A321 XLR standard specification document ***, a copy of which has been annexed hereto as Exhibit A.”


 


		1.4	The definition of “A321 XLR Aircraft” set out in Clause 0 of the Agreement is hereby deleted
and replaced by the following:



 


“A321 XLR Aircraft –
any or all of the Airbus A321 XLR type aircraft to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, including
the Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed
thereon upon Delivery.”


 


		1.5	Each of the following definitions is hereby added to Clause 0 of the Agreement:



 


		(i)	“*** A321 NEO Aircraft – ***.”



 


		(ii)	“Amendment No. 2 – the amendment No. 2 to the Agreement, entered into as of June 27,
2021”



 


		(iii)	“MRO – as defined in Clause 14.5.”



 


		2.	SALE AND PURCHASE



 


Clause 1 of the Agreement is hereby
deleted and replaced by the following:


 


	 	“1	SALE AND PURCHASE




 


	 	 	The Seller shall sell and deliver to the Buyer, and the Buyer shall purchase and take delivery of all of the seventy (70) A321 NEO Aircraft and all of the fifty (50) A321 XLR Aircraft from the Seller, subject to the terms and conditions contained in this Agreement.”




 



    
	CT1903666 – A320 Family Purchase Agreement – Amendment No. 2 – Execution	AM2-2
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		3.	SPECIFICATION



 


		3.1	Aircraft Specification



 


		3.1.1	Clause 2.1.1 of the Agreement is hereby deleted and replaced by the following:



 


  “2.1.1    Aircraft Specifications





 


Each A321 XLR Aircraft shall be manufactured
by or on behalf of the Seller in accordance with the A321 XLR Specification.


 


Each A321 NEO Aircraft shall be manufactured
by or on behalf of the Seller in accordance with the A321 NEO Specification.


 


Each A320 NEO Aircraft, if purchased by
the Buyer, shall be manufactured by or on behalf of the Seller in accordance with the A320 NEO Specification.”


 


		3.1.2	Clause 2.1.2 of the Agreement is hereby deleted and replaced by the following:



 


“2.1.2      A321 XLR Aircraft Specification


 


***”


 


		3.1.3	Clause 2.1.3 of the Agreement is hereby amended to delete the second and third paragraphs thereof.



 


		3.2	Propulsion Systems Selection



 


Clause 2.3.2 (ii) of the Agreement is
hereby deleted and replaced by the following:


 


“***”


 


		4.	PRICES



 


		4.1	Clause 3.1.1.1(i) of the Agreement is hereby deleted and replaced by the following:



 


“(i)           the
Base Price of the Airframe corresponding to the A321 XLR Standard Specification (excluding Buyer Furnished Equipment) as amended by Clause
2.1.4 and subject to Clause 2.1.2 (for clarity, ***), which is:


 


*** and”


 


		4.2	Clause 3.1.1.2 of the Agreement is hereby deleted and replaced by the following:



 


“3.1.1.2     The
Base Price of the Airframe of an A321 NEO Aircraft is the sum of the following base prices:


 


		(i)	the Base Price of the Airframe as defined in the A321 NEO Standard Specification (excluding Buyer Furnished
Equipment) as amended by Clause 2.1.4 (for clarity, ***
which is:



 





*** and


 






    
	CT1903666 – A320 Family Purchase Agreement – Amendment No. 2 – Execution	AM2-3
	PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


		(ii)	the sum of the Base Prices of any and all SCNs set forth in Appendix 2 to Exhibit A, which is:



 


*** and


 


		(iii)	the Base Price of the ***, which is:



 


***.”


 


		5.	***



 


		6.	DELIVERY SCHEDULE



 


Clause 9.1.1 of the Agreement is hereby
deleted and replaced by the following:


 


	 	“9.1.1 	Except as otherwise provided in this Agreement, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location as follows:




 


	 	A321 XLR AIRCRAFT	DELIVERY PERIOD
	 	A321 XLR Aircraft N°1	***
	 	A321 XLR Aircraft N°2	***
	 	A321 XLR Aircraft N°3	***
	 	 	 
	 	A321 XLR Aircraft N°4	***
	 	A321 XLR Aircraft N°5	***
	 	A321 XLR Aircraft N°6	***
	 	A321 XLR Aircraft N°7	***
	 	A321 XLR Aircraft N°8	***
	 	A321 XLR Aircraft N°9	***
	 	A321 XLR Aircraft N°10	***
	 	A321 XLR Aircraft N°11	***
	 	A321 XLR Aircraft N°12	***
	 	A321 XLR Aircraft N°13	***
	 	A321 XLR Aircraft N°14	***
	 	A321 XLR Aircraft N°15	***
	 	 	 
	 	A321 XLR Aircraft N°16	***
	 	A321 XLR Aircraft N°17	***
	 	A321 XLR Aircraft N°18	***
	 	A321 XLR Aircraft N°19	***
	 	A321 XLR Aircraft N°20	***
	 	A321 XLR Aircraft N°21	***
	 	A321 XLR Aircraft N°22	***
	 	A321 XLR Aircraft N°23	***
	 	A321 XLR Aircraft N°24	***
	 	A321 XLR Aircraft N°25	***
	 	A321 XLR Aircraft N°26	***







 






    
	CT1903666 – A320 Family Purchase Agreement – Amendment No. 2 – Execution	AM2-4
	PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


	 	A321 XLR Aircraft
    N°27	***
	 	A321 XLR Aircraft N°28	***
	 	A321 XLR Aircraft N°29	***
	 	A321 XLR Aircraft N°30	***
	 	A321 XLR Aircraft N°31	***
	 	 	 
	 	A321 XLR Aircraft N°32	***
	 	A321 XLR Aircraft N°33	***
	 	A321 XLR Aircraft N°34	***
	 	A321 XLR Aircraft N°35	***
	 	A321 XLR Aircraft N°36	***
	 	A321 XLR Aircraft N°37	***
	 	A321 XLR Aircraft N°38	***
	 	A321 XLR Aircraft N°39	***
	 	A321 XLR Aircraft N°40	***
	 	A321 XLR Aircraft N°41	***
	 	A321 XLR Aircraft N°42	***
	 	A321 XLR Aircraft N°43	***
	 	A321 XLR Aircraft N°44	***
	 	A321 XLR Aircraft N°45	***
	 	A321 XLR Aircraft N°46	***
	 	 	 
	 	A321 XLR Aircraft N°47	***
	 	A321 XLR Aircraft N°48	***
	 	A321 XLR Aircraft N°49	***
	 	A321 XLR Aircraft N°50	***
	 	 	 
	 	*** A321 NEO AIRCRAFT	DELIVERY PERIOD
	 	*** A321 NEO Aircraft N°1	***
	 	*** A321 NEO Aircraft N°2	***
	 	*** A321 NEO Aircraft N°3	***
	 	*** A321 NEO Aircraft N°4	***
	 	*** A321 NEO Aircraft N°5	***
	 	*** A321 NEO Aircraft N°6	***
	 	*** A321 NEO Aircraft N°7	***
	 	*** A321 NEO Aircraft N°8	***
	 	*** A321 NEO Aircraft N°9	***
	 	*** A321 NEO Aircraft N°10	***
	 	*** A321 NEO Aircraft N°11	***
	 	*** A321 NEO Aircraft N°12	***
	 	*** A321 NEO Aircraft N°13	***
	 	*** A321 NEO Aircraft N°14	***
	 	*** A321 NEO Aircraft N°15	***
	 	*** A321 NEO Aircraft N°16	***
	 	 	 
	 	*** A321 NEO Aircraft N°17	***



 






    
	CT1903666 – A320 Family Purchase Agreement – Amendment No. 2 – Execution	AM2-5
	PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


	 	*** A321 NEO Aircraft N°18	***
	 	*** A321 NEO Aircraft N°19	***
	 	*** A321 NEO Aircraft N°20	***
	 	*** A321 NEO Aircraft N°21	***
	 	*** A321 NEO Aircraft N°22	***
	 	*** A321 NEO Aircraft N°23	***
	 	*** A321 NEO Aircraft N°24	***
	 	*** A321 NEO Aircraft N°25	***
	 	*** A321 NEO Aircraft N°26	***
	 	*** A321 NEO Aircraft N°27	***
	 	*** A321 NEO Aircraft N°28	***
	 	*** A321 NEO Aircraft N°29	***
	 	*** A321 NEO Aircraft N°30	***
	 	*** A321 NEO Aircraft N°31	***
	 	*** A321 NEO Aircraft N°32	***
	 	*** A321 NEO Aircraft N°33	***
	 	*** A321 NEO Aircraft N°34	***
	 	*** A321 NEO Aircraft N°35	***
	 	*** A321 NEO Aircraft N°36	***
	 	*** A321 NEO Aircraft N°37	***
	 	*** A321 NEO Aircraft N°38	***
	 	*** A321 NEO Aircraft N°39	***
	 	*** A321 NEO Aircraft N°40	***
	 	 	 
	 	*** A321 NEO Aircraft N°41	***
	 	*** A321 NEO Aircraft N°42	***
	 	*** A321 NEO Aircraft N°43	***
	 	*** A321 NEO Aircraft N°44	***
	 	*** A321 NEO Aircraft N°45	***
	 	*** A321 NEO Aircraft N°46	***
	 	*** A321 NEO Aircraft N°47	***
	 	*** A321 NEO Aircraft N°48	***
	 	*** A321 NEO Aircraft N°49	***
	 	*** A321 NEO Aircraft N°50	***
	 	*** A321 NEO Aircraft N°51	***
	 	*** A321 NEO Aircraft N°52	***
	 	*** A321 NEO Aircraft N°53	***
	 	*** A321 NEO Aircraft N°54	***
	 	*** A321 NEO Aircraft N°55	***
	 	*** A321 NEO Aircraft N°56	***
	 	*** A321 NEO Aircraft N°57	***
	 	*** A321 NEO Aircraft N°58	***
	 	*** A321 NEO Aircraft N°59	***
	 	*** A321 NEO Aircraft N°60	***
	 	*** A321 NEO Aircraft N°61	***
	 	*** A321 NEO Aircraft N°62	***
	 	*** A321 NEO Aircraft N°63	***
	 	*** A321 NEO Aircraft N°64	***



 






    
	CT1903666 – A320 Family Purchase Agreement – Amendment No. 2 – Execution	AM2-6
	PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


	 	*** A321 NEO Aircraft N°65	***
	 	*** A321 NEO Aircraft N°66	***
	 	*** A321 NEO Aircraft N°67	***
	 	*** A321 NEO Aircraft N°68	***
	 	*** A321 NEO Aircraft N°69	***
	 	*** A321 NEO Aircraft N°70	***




 


The calendar *** set forth opposite each
Aircraft in the foregoing table shall be the scheduled delivery *** with respect to such Aircraft (each, a “Scheduled Delivery
***”).


 


The Seller shall notify the Buyer of the
delivery month (the “Scheduled Delivery ***”) for each Aircraft no later than *** prior to the first day of the Scheduled
Delivery Quarter for such Aircraft***.”


 


		7.	INEXCUSABLE DELAY



 


Clause 11.1 of the Agreement
is hereby deleted and replaced by the following:


 


“11.1       Liquidated
Damages


 


Should an Aircraft not be Ready for Delivery
*** may be changed pursuant to Clauses 2, 7 and/or 10) ***


 


		(a)	*** or



 


		(b)	***,



 


and such delay is not as a result of
an Excusable Delay or Total Loss, then such delay shall be termed an “Inexcusable Delay”.


 


 *** the Buyer will have the right to claim and the Seller will pay to the Buyer, *** liquidated
damages of:


 


		***	



 


In no event will the total amount of liquidated
damages ***


 


*** the Buyer will have the right to claim
and the Seller will pay to the Buyer, *** liquidated damages of:


 


		***	



 


In no event will the total amount of liquidated
damages ***


 


The Buyer shall submit a written claim
for liquidated damages to the Seller ***


 






    
	CT1903666 – A320 Family Purchase Agreement – Amendment No. 2 – Execution	AM2-7
	PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


		8.	EXHIBIT A



 





		8.1	The following is hereby added to the first page of Exhibit A to the Agreement, as a new paragraph above
 “The A321 NEO Standard Specification is contained in a separate folder.”:



 


“The A321 XLR Standard Specification
is contained in a separate folder.”


 


		8.2	Appendix 2 to Exhibit A to the Agreement is hereby deleted and replaced by Appendix 1 to this Amendment
No. 2.



 


		9.	LETTER AGREEMENTS



 


		9.1	Letter Agreement No. 1 to the Agreement is hereby deleted and replaced with Amended and Restated Letter
Agreement No. 1 to the Agreement dated as of even date herewith.



 


		9.2	Letter Agreement No. 2 to the Agreement is hereby deleted and replaced with Amended and Restated Letter
Agreement No. 2 to the Agreement dated as of even date herewith.



 


		9.3	Letter Agreement No. 3 to the Agreement is hereby deleted and replaced with Amended and Restated Letter
Agreement No. 3 to the Agreement dated as of even date herewith.



 


		9.4	Letter Agreement No. 4 to the Agreement is hereby deleted and replaced with Amended and Restated Letter
Agreement No. 4 to the Agreement dated as of even date herewith.



 


		9.5	Letter Agreement No. 5 to the Agreement is hereby deleted and replaced with Amended and Restated Letter
Agreement No. 5 to the Agreement dated as of even date herewith.



 


		10.	EFFECT OF THE AMENDMENT



 


The Agreement will be deemed amended
to the extent herein provided and, except as specifically amended hereby, will continue in full force and effect in accordance with its
original terms. This Amendment No. 2 supersedes any previous understandings, commitments, or representations whatsoever, whether oral
or written, related to the subject matter of this Amendment No. 2.


 


Both parties agree that this Amendment
No. 2 will constitute an integral, non-severable part of the Agreement, that the provisions of the Agreement are hereby incorporated herein
by reference, and that this Amendment No. 2 will be governed by the provisions of the Agreement, except that if the Agreement and this
Amendment No. 2 have specific provisions that are inconsistent, the specific provisions contained in this Amendment No. 2 will govern.


 


		11.	ASSIGNMENT 



 


This Amendment No. 2 and the rights
and obligations of the parties hereunder will be subject to the provisions of Clause 21 of the Agreement.


 


		12.	CONFIDENTIALITY



 


This Amendment No. 2 is subject to the
terms and conditions of Clause 22.10 of the Agreement.


 


		13.	GOVERNING LAW



 


The governing law of this Amendment
No. 2 shall be as set forth in Clause 22.6 of the Agreement.


 






    
	CT1903666 – A320 Family Purchase Agreement – Amendment No. 2 – Execution	AM2-8
	PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 





		14.	COUNTERPARTS



 


This Amendment No. 2 may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute one and the same instrument.


 






    
	CT1903666 – A320 Family Purchase Agreement – Amendment No. 2 – Execution	AM2-9
	PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 





IN WITNESS WHEREOF, the Buyer and the Seller have
caused this Amendment No. 2 to be executed and delivered by their respective officers thereunto duly authorized as of the day and year
first above written.


 


	 	UNITED AIRLINES, INC.	 




 


	 	By:	 /s/
    Benoît de Saint-Exupéry	 
	 	Its:	Senior Vice President, Contracts	 
	 	  	 
	 	AIRBUS S.A.S.	 
	 	 	 
	 	By:	 /s/ Gerald
    Laderman	 
	 	 	 
	 	Its:	Executive Vice President and Chief Financial Officer	 




 






    
	CT1903666 – A320 Family Purchase Agreement – Amendment No. 2 – Execution	AM2-10
	PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


APPENDIX 1 to AMENDMENT No. 2


 


EXHIBIT A 


 





Appendix 2 to Exhibit A


 


List of SCNs - A321 NEO Aircraft


 


***


 






    
	CT1903666 – A320 Family Purchase Agreement – Amendment No. 2 – Execution	AM2-11
	PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 



 


AMENDED AND RESTATED


LETTER AGREEMENT NO. 1


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of June 27, 2021


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: ***


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of December 3, 2019
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended
and Restated Letter Agreement No. 1 (this “Letter Agreement”) certain additional terms and conditions regarding the
sale of the Aircraft. Letter Agreement No. 1 dated as of December 3, 2019 to the Agreement is hereby amended and restated in its entirety
to read as set forth herein. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import
refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 






    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA1-1
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


		1	***



 


		1.1	Clause 5.3.3 of the Agreement is deleted in its entirety and replaced with the following quoted text:



 


QUOTE


 


5.3.3       *** 


 


***


 


5.3.3.1       For
each Aircraft ***


 


	Payment Date	***
	***	***	***
		 	 	 
	 *** DELIVERY	***
	 	 	 


***


 


5.3.3.2       For
each *** Aircraft:


 


	Payment Date	
    ***

	***	***	***
	 	 	 	
	 *** DELIVERY	***
	 	 	 





***


  






    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA1-2
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


		5.3.3.3	For each *** Aircraft ***



 




	Payment Date	
    ***

	***	***	***
	 	 	 	
	
     

     *** DELIVERY
	***


 


***


 


5.3.3.4       For
each *** Aircraft:


 


	Payment Date	
    ***

	***	***	***
	 	 	 	
	
     

     *** DELIVERY
	***


 


***


 


UNQUOTE


 


		1.2	***



 


		1.3	Clause 5.3.5 of the Agreement is deleted in its entirety and replaced with the following quoted text:



 


QUOTE


 


***


 


UNQUOTE


 


		2	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 


		3	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 


		4	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 






    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA1-3
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 


		Very truly yours,
	 	 
	 	AIRBUS S.A.S.
	 	 
	 	By:	/s/ Benoît de Saint-Exupéry
	 	 	 
	 	Its:	Senior Vice President, Contracts




 


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




 


 


 



    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA1-4
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    




 


 


AMENDED AND RESTATED


LETTER AGREEMENT NO. 2


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of June 27, 2021


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: CREDIT MATTERS


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of December 3, 2019
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended
and Restated Letter Agreement No. 2 (this “Letter Agreement”) certain additional terms and conditions regarding the
sale of the Aircraft. Letter Agreement No. 2 dated as of December 3, 2019 to the Agreement is hereby amended and restated in its entirety
to read as set forth herein. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import
refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 


		1	A321 XLR AIRCRAFT ***



 


		1.1	For the purposes of this Clause 1, the following defined terms shall apply:



 


***


 


		2	A321 NEO AIRCRAFT ***



 


		3	A320 NEO AIRCRAFT ***



 


		4	***



 


		5	*** ACCOUNT



 


***


 


		6	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 


		7	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 


		8	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 



    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA2-1
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    




 


If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 


	 	Very truly yours,
	 	 
	 	AIRBUS S.A.S.
	 	 
	 	By:	/s/ Benoît de Saint-Exupéry
	 	 	 
	 	Its:	Senior Vice President, Contracts




 


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




 



    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA2-2
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


AMENDED AND RESTATED


LETTER AGREEMENT NO. 3


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of June 27, 2021


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: ***


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of December 3, 2019
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended
and Restated Letter Agreement No. 3 (this “Letter Agreement”) certain additional terms and conditions regarding the
sale of the Aircraft. Letter Agreement No. 3 dated as of December 3, 2019 to the Agreement is hereby amended and restated in its entirety
to read as set forth herein. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import
refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 


		1	DEFINITIONS



 


Clause 0 to the Agreement is amended
to add the following defined terms:


 


“*** A321 NEO Aircraft ***
 – as defined in Paragraph 2.3.3.1 of Letter Agreement No. 3.


 


*** A321 NEO Aircraft ***Notice
 – as defined in Paragraph 2.3.3.1 of Letter Agreement No. 3.


 


*** A321 NEO Aircraft ***Notice
 – as defined in Paragraph 2.3.3.2 of Letter Agreement No. 3.


 


*** A321 NEO *** – as defined
in Paragraph 2.3.3.1.


 


*** A321 NEO *** – as defined
in Paragraph 2.1.1 of Letter Agreement No. 3.


 


*** A321 NEO *** Aircraft –
as defined in Paragraph 2.1.2 of Letter Agreement No. 3.


 


*** A321 NEO ***Fee*** –
as defined in Paragraph 2.2 of Letter Agreement No. 3.


 






    
			
			 

 


     


    

 


A320 Family ***Fee *** –
as defined in Paragraph 2.2 of Letter Agreement No. 3.


 


A320 Family *** – as defined
in Paragraph 2.3.2.1 of Letter Agreement No. 3.


 


A320 Family ***Notice –
as defined in Paragraph 2.3.2.1 of Letter Agreement No. 3.


 


A320 Family *** – as defined
in Paragraph 2.1.1 of Letter Agreement No. 3.


 


A320 Family *** Aircraft –
as defined in Paragraph 2.1.2 of Letter Agreement No. 3.


 


A320 Family ***Fee *** –
as defined in Paragraph 2.2 of Letter Agreement No. 3.


 


A320 Family ***Fee*** –
as defined in Paragraph 2.2 of Letter Agreement No. 3.


 


A320 Family ***Notice –
as defined in Paragraph 2.3.2.2 of Letter Agreement No. 3.


 


*** A320 Family Aircraft –
as defined in Paragraph 2.3.2.1 of Letter Agreement No. 3.


 


*** A321 NEO Aircraft –
as defined in Paragraph 2.3.3.1 of Letter Agreement No. 3.


 


*** Deadline – as defined
in Paragraph 2.3.3.1 of Letter Agreement No. 3.


 


*** Aircraft – as defined
in Paragraph 2.1.2 of Letter Agreement No. 3.


 


*** – as defined in Paragraph
2.1.1 of Letter Agreement No. 3.


 


*** – as defined in Paragraph
2.3.2.1 of Letter Agreement No. 3.”


 


		2	***



 


		2.1	***



 


		2.3.3	***



 


2.3.3.1     ***
Each such *** A321 NEO Aircraft *** Notice will include the Buyer’s preferred delivery quarter and year ***


 






    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA3-2
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 



  


		3	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 


		4	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 


		5	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 






    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA3-3
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


  


	 	Very truly yours,
	 	 
	 	AIRBUS S.A.S.
	 	  
	 	By:	 /s/ Benoît de Saint-Exupéry
	 	 
	 	Its:	 Senior Vice President, Contracts




  


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




 



    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA3-4
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


AMENDED AND RESTATED


LETTER AGREEMENT NO. 4


 


TO THE A320 FAMILY PURCHASE AGREEMENT


  


As of June 27, 2021


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: SPECIFICATION MATTERS


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of December 3, 2019
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended
and Restated Letter Agreement No. 4 (this “Letter Agreement”) certain additional terms and conditions regarding the
sale of the Aircraft. Letter Agreement No. 4 dated as of December 3, 2019 to the Agreement is hereby amended and restated in its entirety
to read as set forth herein. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import
refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


  



    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA4-1
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


		0	DEFINITIONS



 


Clause 0 to the Agreement is amended
to add the following defined terms:


 


“*** – as defined in Clause
2.2.4.”


 


“*** – as defined in Clause
2.2.4.”


 


		1	SPECIFICATION



 


		1.1	The following provision between the “QUOTE” and “UNQUOTE” shall be added at the
end of Clause 2.2.2.1 of the Agreement:



 


QUOTE


 


***


 


UNQUOTE


 


		1.2	The following provision between the “QUOTE” and “UNQUOTE” shall be added as Clause
2.2.3 of the Agreement:



 


QUOTE


 


2.2.3       ***


 


UNQUOTE


 


		1.3	The following provision between the “QUOTE” and “UNQUOTE” shall be added at the
end of Clause 2.4.1 of the Agreement:



 


UNQUOTE


 


***


 


UNQUOTE


 


		1.4	The following provisions between the “QUOTE” and “UNQUOTE” shall be added as new
Clause 2.2.4 of the Agreement:



 


QUOTE


 


2.2.4       ***


 


		UNQUOTE	



 


		2	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 


		3	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 


		4	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 






    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA4-2
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 


	 	Very truly yours,
	 	 
	 	AIRBUS S.A.S.
	 	  
	 	By:	/s/ Benoît de Saint-Exupéry
	 	 
	 	Its:	 Senior Vice President, Contracts




  


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




  



    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA4-3
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

  


AMENDED AND RESTATED


LETTER AGREEMENT NO. 5


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of June 27, 2021


  


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: PRODUCT SUPPORT MATTERS


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as December 3, 2019 (the
 “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft,
under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated
Letter Agreement No. 5 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the
Aircraft. Letter Agreement No. 5 dated as of December 3, 2019 to the Agreement is hereby amended and restated in its entirety to read
as set forth herein. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import
refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 






    


     


    

 


		1	***



 


		2	*** UPDATE



 


		3	***



 


Clause 14.5 of the Agreement is hereby
deleted and replaced with the following quoted text:


 


QUOTE


 


14.5       ***


 


UNQUOTE


 


		4	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 


		5	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 


		6	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 






    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA5-2
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 


	 	Very truly yours,
	 	 
	 	AIRBUS S.A.S.
	 	  
	 	By:	 /s/ Benoît de Saint-Exupéry
	 	 
	 	Its:	Senior Vice President, Contracts




  


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




  



    
	CT1903666	– A320 Family Purchase Agreement – Execution	A&R LA5-3
	AIRBUS	S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL