Exhibit 10.9 


 


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. 4 to


 


PURCHASE AGREEMENT NUMBER 04761


 


between


 


THE BOEING COMPANY


 


and


 


United
Airlines, Inc.


 


relating to


 


Boeing
Model 737 MAX Aircraft


 


THIS SUPPLEMENTAL AGREEMENT
No. 4 (SA-4) is entered into as of June 30, 2020 by and between The Boeing Company, a Delaware corporation, (Boeing)
and United Airlines, Inc., a Delaware corporation, (Customer);


 


WHEREAS, Customer and Boeing
entered into Purchase Agreement No. 04761 dated as of the 15th day of May of 2018 as amended and supplemented (Purchase
Agreement), relating to the purchase and sale of Model 737 MAX aircraft. This Supplemental Agreement is an amendment to the
Purchase Agreement;


 


WHEREAS, solely to conform
and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement regarding the following matters without duplication
of any consideration being provided to Customer:


 


		(i)	provide
                                            Customer with certain ***;






		(ii)	revise
                                            the *** Aircraft;






		(iii)	revise
                                            conditions on consideration applicable to certain Boeing aircraft;






		(iv)	*** delivery of certain Aircraft; and






		(v)	*** delivery month to be used for calculation
                                            of the ***;



 


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-4”).


 


		2.	Letter Agreements.



 


2.1.         Letter
Agreement No. UAL-PA-04761-LA-l801463R1 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-l801463R2
entitled “*** Matters” (identified by “SA-4”) to provide Customer with certain ***.


 





	UAL-PA-04761	 	SA-4,
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	BOEING / UNITED AIRLINES, INC. PROPRIETARY










    


    


    

 


2.2.          Letter
Agreement No. UAL-PA-04761-LA-1807022R2 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-1807022R3
entitled “*** Aircraft – 737-10” (identified by “SA-4”) to *** Aircraft.


 


2.3.          Letter
Agreement No. UAL-PA-04761-LA-2001831 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-2001831R1
entitled “Certain Special Matters” (identified by “SA-4”).


 


		3.	Miscellaneous.



 


3.1.          ***.


 


3.1.1.       The
calculation of the *** for each of (i) the *** 737-*** Aircraft *** under this Purchase Agreement, (ii) the *** 737-*** Test
Aircraft (as that term is defined in Letter Agreement UAL-LA-1703800), and (iii) the 737-*** Aircraft *** will be based on the
*** scheduled delivery month ***.


 


3.1.2.       All
other Aircraft that are ***.


 


3.2.          The
*** Deposits, as defined in Section 5.1 of the *** Aircraft Letter Agreement, for the *** Aircraft will be applied toward ***.


 


3.3.          The
excess of *** made by Customer over the requirements of the Purchase Agreement shall be retained by Boeing for application as directed
by Customer *** amounts to Boeing.


 


3.4.          Termination.


 


3.4.1.       Customer
and Boeing each agree to *** under the Purchase Agreement for the Aircraft specified in Section 3.1.1 of this SA-4.


 


3.4.2.       With
the exception of the Aircraft specified in Section 3.1.1 of this SA-4, *** delivery dates will be provided in the ***.


 


3.5.          The
parties agree that the *** quantity of Boeing Model 737 MAX aircraft to be delivered to Customer under any purchase agreement by ***
however, the parties agree that ***


 


3.6.          The
parties agree to ***.


 


The Purchase Agreement will be deemed supplemented
to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.


 


The rest of the page is intentionally
blank. Signature page follows.


 


	UAL-PA-04761	 	SA-4,
Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










    


    


    

 


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-04761	 	SA-4,
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	BOEING / UNITED AIRLINES, INC. PROPRIETARY










    


    


    

 


TABLE OF CONTENTS


 


	ARTICLES	SA


    NUMBER
	Article 1.	Quantity,
    Model and Description	 
	Article 2.	Delivery
    Schedule	 
	Article 3.	Price	 
	Article 4.	Payment	 
	Article 5.	Additional
    Terms	 
	 	 	 
	TABLE	 
	1.	737-***
    Aircraft Delivery, Description, Price and ***	SA-2
	1.	737-***
    Aircraft Delivery, Description, Price and ***	SA-2
	 	 	 
	EXHIBITS	 
	A	737-8
    Aircraft Configuration	SA-2
	A	737-9
    Aircraft Configuration	SA-1
	A	737-10
    Aircraft Configuration	SA-2
	B.	Aircraft
    Delivery Requirements and Responsibilities	 
	 	 	 
	SUPPLEMENTAL
    EXHIBITS	 
	AE1.	***/Airframe
    and *** Features for the 737MAX Aircraft	 
	BFE1.	BFE
    Variables 737-8 Aircraft	SA-2
	BFE1.	BFE
    Variables 737-9 Aircraft	SA-1
	BFE1.	BFE
    Variables 737-10 Aircraft	SA-2
	EE1.	Engine
    Warranty and ***	 
	SLP1.	Service
    Life Policy Components	 



 


	UAL-PA-04761	Table of Contents, Page 1 of 4	SA-4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










    


    


    

 


	TABLE
    OF CONTENTS, CONTINUED	 



 


	LETTER
AGREEMENTS	SA


    NUMBER
	UAL-PA-04761-LA-1801463R2	***
    Matters	SA-4
	UAL-PA-04761-LA-1801464	Demonstration
    Flight Waiver	 
	UAL-PA-04761-LA-1801465R1	Open
Matters 737-8 Aircraft and 737-10 Aircraft  Deleted with SA-3
	SA-2
	UAL-PA-04761-LA-1801466	Seller
    Purchased Equipment	 
	UAL-PA-04761-LA-1801467R2	Special
    Matters – 737 MAX Aircraft	SA-2
	UAL-PA-04761-LA-1801468	***	 
	UAL-PA-04761-LA-1801469	***	 
	UAL-PA-04761-LA-1801470	Privileged
    and Confidential Matters	 
	UAL-PA-04761-LA-1801471	AGTA
    Matters	 
	UAL-PA-04761-LA-1801472	Assignment
    Matters	 
	UAL-PA-04761-LA-1801473	737-10
    Aircraft ***	 
	UAL-PA-04761-LA-1801474	***
    for the 737-10 Aircraft	 
	UAL-PA-04761-LA-1801475	Loading
    of Customer Software	 
	UAL-PA-04761-LA-1801476	Installation
    of Cabin Systems Equipment	 
	UAL-PA-04761-LA-1801477	Special
    Customer Support Matters 	 
	UAL-PA-04761-LA-1801478	Delivery
    *** Matters	 
	UAL-PA-04761-LA-1807022R3	***
    Aircraft – 737-***	SA-4
	UAL-PA-04761-LA-1807420	737-9
    Aircraft Model ***	SA-1


 



	UAL-PA-04761	Table of Contents, Page 2 of 4	SA-4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










    


    


    

 


	TABLE
    OF CONTENTS, CONTINUED	 



 


	LETTER
AGREEMENTS, continued	SA


    NUMBER
	UAL-PA-04761-LA-1807490R1	737-8
    Aircraft and 737-9 Aircraft ***	SA-2
	UAL-PA-04761-LA-2001831R1	Certain
    Special Matters	SA-4


 



	UAL-PA-04761	Table of Contents, Page 3 of 4	SA-4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










    


    


    

 


	SUPPLEMENTAL
    AGREEMENTS	DATED
    AS OF
	 	 
	Supplemental
    Agreement No. 1 . . . . . . . . . . . . . 	.
    . . . . . . . . . . . . . . . September 25, 2018
	 	 
	Supplemental
    Agreement No. 2 . . . . . . . . . . . . . 	.
    . . . . . . . . . . . . . . . December 12, 2018
	 	 
	Supplemental
    Agreement No. 3 . . . . . . . . . . . . . 	.
    . . . . . . . . . . . . . . . March 20, 2020
	 	 
	Supplemental
    Agreement No. 4 . . . . . . . . . . . . . 	.
    . . . . . . . . . . . . . . . June 30, 2020


 



	UAL-PA-04761	Table of Contents, Page 4 of 4	SA-4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










    


    


    





 


		The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207
	 	 



 


UAL-PA-04761-LA-1801463R2


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	*** Matters



 


	References:	1)	Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc.
(Customer) relating to Model 737 MAX aircraft (Aircraft); and



 


		2)	Aircraft General Terms Agreement dated as
                                            of October 10, 1997 between the parties, identified as AGTA-CAL (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. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801463R1
dated March 20, 2020.


 


The Purchase Agreement incorporates
the terms and conditions of the AGTA 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:



 


***


 


	2.	***



 


*** will be due on the ***.
In the event that ***.


 


	3.	*** Rights.



 


3.1            Customer
agrees that ***.


 


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






    
	UAL-PA-04761-LA-1801463R2	SA-4
	*** Matters	Page 1
	BOEING/UNITED AIRLINES, INC. PROPRIETARY

 


    


    

 





	


 


3.3            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.


 


	4.	Confidentiality.



 


Customer and Boeing understand
that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential
and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.


 


	5.	Assignment.



 


Except as provided in Letter
Agreement No. UAL-PA-04761-LA-1801472, 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-04761-LA-1801463R2	SA-4
	*** Matters	Page 2
	BOEING/UNITED AIRLINES, INC. PROPRIETARY

 


    


    

 





	


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	June 30, 2020	 



 


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










    
	UAL-PA-04761-LA-1801463R2	SA-4
	*** Matters	Page 3
	BOEING/UNITED AIRLINES, INC. PROPRIETARY

 


     


    





 


	 	The Boeing Company

  P.O. Box 3707

  Seattle, WA 98124-2207



 


UAL-PA-04761-LA-1807022R3


 


United Airlines, Inc. 


233 South Wacker Drive 


Chicago, Illinois 60606


 


		Subject:	*** Aircraft – 737-***



 


		Reference:	Purchase Agreement No. PA-04761
                                            (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.	*** Aircraft.



 


Subject to the terms and
conditions contained in this Letter Agreement, in addition to the Aircraft described in both Table 1’s to the Purchase Agreement
as of the date of execution of this Letter Agreement, Customer will have the *** additional Model 737-*** aircraft as ***


 


	2.	Delivery.



 


The number of aircraft and
delivery months are listed in Attachment A-1 (Attachment A) to this Letter Agreement. The scheduled delivery position of each
*** Aircraft listed in Attachment A provides the delivery schedule in *** consisting of a nominal delivery month (Nominal Delivery
Month) ***. No later than *** Nominal Delivery Month of Customer’s first *** Aircraft in each calendar year, Boeing will provide
written notice with a *** Attachment A of the scheduled delivery month for each *** Aircraft with a Nominal Delivery Month in such calendar
year.


 


	3.	Configuration.



 


3.1            Subject
to the provisions of Article 3.2, below, the configuration for the *** Aircraft will be the Detail Specification for Boeing Model
737-*** aircraft, at the revision level in effect at the time of Definitive Agreement (as defined below). Such Detail Specification ***
*** applicable to the Detail Specification that are developed by Boeing between the *** (as defined below) and the signing of the Definitive
Agreement, (ii) changes required to obtain required regulatory certificates, and (iii) other changes as mutually agreed.


 


3.2            Subject
to ***, the *** Aircraft ***, provided that it can achieve *** which would result pursuant to the provisions of Article 3.1.


 


	4.	Price.



 


4.1            The
Airframe Price and *** Features Prices for each of the *** Aircraft is identified in Attachment A to this Letter Agreement.  ***.


 


4.2            The
Airframe Price, *** Features Prices, and Aircraft Basic Price for each of the ***. Aircraft shall *** in accordance with the terms set
forth in Article 2.1.5 (***) of the AGTA.






    	UAL-PA-04761-LA-1807022R3	SA-4
	*** Aircraft – 737-***	Page 1

BOEING / UNITED AIRLINES, INC. PROPRIETARY
 


    


    

 


 


 


4.3            The
*** Base Price shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of Definitive Agreement.


 


	5.	Payment.



 


5.1            ***


 


5.2            Notwithstanding
the amount shown in Attachment A, the *** Deposit will be *** for each *** Aircraft.


 


5.3            At
Definitive Agreement for the *** Aircraft, *** will be payable as specified in the Purchase Agreement. The remainder of the Aircraft
Price for the *** Aircraft will be paid at the time of delivery.


 


	6.	***



 


6.1            Customer
may *** by giving written notice to Boeing on or before the date ***


 


6.2            After
receipt of Customer’s ***.


 


***


 


	7.	Definitive Agreement.



 


Following Customer’s
*** the parties will sign a definitive agreement for the purchase of such *** Aircraft (Definitive Agreement) within ***. The
Definitive Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement.
In the event the parties have not entered into a Definitive Agreement within ***, either party ***. If Customer and Boeing fail to enter
into the Definitive Agreement, Boeing will ***.


 


	8.	Assignment.



 


Except as provided in Letter
Agreement No. UAL-PA-04761-LA-1801472, the rights and obligations described in this Letter Agreement are provided to Customer in
consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or in part.


 


	9.	Confidential Treatment.



 


Customer and Boeing understand
that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential
and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.


 


Very truly yours,


 


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












    	UAL-PA-04761-LA-1807022R3	SA-4
	*** Aircraft – 737-***	Page 2

BOEING / UNITED AIRLINES, INC. PROPRIETARY
 


    


    

 


 


 


	 

    ACCEPTED AND AGREED TO this

	 
	Date:	June 30, 2020	 



 


 


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









    	UAL-PA-04761-LA-1807022R3	SA-4
	*** Aircraft – 737-***	Page 3

BOEING / UNITED AIRLINES, INC. PROPRIETARY
 


    


    

 


Attachment A-1 to Letter Agreement No. UAL-PA-04761-LA-1807022R3


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


 


	Airframe Model/MTOW:	737-***	*** pounds	 	Detail Specification:	***	 
	 	 	 	 	 	 	 
	Engine Model/Thrust:	***	*** pounds	Subject to confirmation	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:	 	$***	 	 	 	 



 


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



 


* Nominal delivery
*** pursuant to §2 of Letter Agreememt UAL-PA-04761-LA-1807022 including any successor thereof.






    		SA-4, MAX ***
	UAL-PA-04761-112118-1F.TXT	Att. A-1, Page 1

Boeing / United Airlines, Inc. Proprietary
 


     


    





 


	 	 	The Boeing
Company 

P.O. Box 3707

 Seattle,
WA 98124 2207



 


UAL-PA-04761-LA-2001831R1


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	Certain Special Matters



 


	Reference:	Purchase Agreement No. PA-04761 (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-04815-LA-2001831
dated March 20, 2020.


 


1.             Customer
Business Consideration.


 


1.1.            Boeing
will provide to Customer the business considerations described as follows:


 


***


 


3.             Assignment.


 


Except as provided in Letter
Agreement No. UAL-PA-04761-LA-1801472, 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.


 


4.             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-04761-LA-1801470.


 


Very truly yours,


 


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



 


 


	UAL-PA-04761-LA-2001831R1	 	SA-4




 


	Certain Special Matters	 	Page 1




 


BOEING / UNITED AIRLINES, INC. PROPRIETARY



    


    


    

 


 


 


	 	 
	ACCEPTED
    AND AGREED TO AS OF 	 
	 	 
	Date:	June 30,
    2020	 
	 	 
	 	 
	UNITED
    AIRLINES, INC.
	 	 
	By	/s/
    Gerald Laderman	 
	 	 
	Its	Executive
    Vice President and Chief Financial Officer	 



 


 


	UAL-PA-04761-LA-2001831R1	 	SA-4




 


	Certain Special Matters	 	Page 2




 


BOEING / UNITED AIRLINES, INC. PROPRIETARY