Exhibit 10.8


 


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. 3 to


 


PURCHASE AGREEMENT NUMBER 04761


 


between


 


THE BOEING COMPANY


 


and


 


United
Airlines, Inc.


 


relating to


 


Boeing
Model 737 MAX Aircraft


 


THIS SUPPLEMENTAL AGREEMENT
No. 3 (SA-3) is entered into as of March 20, 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 ***
                                            for certain *** Aircraft; and



		(iii)	specify consideration applicable to
                                            certain Boeing aircraft;



 






    	UAL-PA-04761	 	SA-3, Page 1
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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-3”).


 


		2.	Letter Agreements.



 


2.1.         
Letter Agreement No. UAL-PA-04761-LA-l801463 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-l801463R1
entitled “*** Matters” (identified by “SA-3”) to provide Customer with certain ***.


 


2.2.          
Letter Agreement No. UAL-PA-04761-LA-1807022R1 is deleted in its entirety and replaced with Letter Agreement No. U AL-PA-04761-LA-1807022R2
entitled “*** Aircraft – 737-*** and 737-***” (identified by “SA-3”) to revise the *** for certain
*** Aircraft.


 


2.3.       
Letter Agreement No. UAL-PA-04761-LA-2001831 entitled “Certain Special Matters” is added to the Purchase Agreement.


 


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.


 






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	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


 



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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	 



 






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TABLE OF CONTENTS, CONTINUED


 


	

LETTER AGREEMENTS	SA NUMBER
	 	 
	UAL-PA-04761-LA-1801463R1	*** Matters	SA-3
	 	 	 
	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-1807022R2	*** Aircraft – 737-*** and 737-***	SA-3
	 	 	 
	UAL-PA-04761-LA-1807420	737-9 Aircraft Model ***	SA-1



 






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TABLE
OF CONTENTS, CONTINUED


 


	

LETTER AGREEMENTS, continued	SA NUMBER
	 	 
	UAL-PA-04761-LA-1807490R1	737-*** Aircraft and 737-*** Aircraft ***	SA-2
	 	 	 
	UAL-PA-04761-LA-2001831	Certain Special Matters	SA-3


 






    	UAL-PA-04761	Table of Contents, Page 3 of 4 	SA-3

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	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


 






    	UAL-PA-04761	Table of Contents, Page 4 of 4 	SA-3

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	 	The Boeing Company 

P.O. Box 3707 

Seattle, WA 98124-2207






 



 


UAL-PA-04761-LA-1801463R1


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-1801463
dated May 15, 2018.


 


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.           ***


 


1.9          For
purposes of Section 1.6:


***


 


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 ***.





 






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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	 





 






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	SA-3
Page2

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	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	March 20,2020	 



 


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



 






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	The
                           Boeing Company

                           P.O. Box 3707

                           Seattle, WA 98124-2207






	 



 


UAL-PA-04761-LA-1807022R2


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	*** Aircraft – 737-*** and 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 *** Model 737-*** aircraft and 737-*** Aircraft as
*** aircraft (*** Aircraft).


 


2.                 
Delivery.


 


The number of aircraft and
delivery months are listed in Attachment A-1 and A-2 (collectively 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-*** and 737-*** aircraft, as applicable, 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 AGATA.


 













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	*** Aircraft – 737-*** and 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 ***


 


6.4             
*** Provisions for Certain *** Aircraft. The *** Date for *** 737-*** Aircraft and *** 737-*** Aircraft with delivery months
***.


 


6.5             
If Customer ***


 


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.


 












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	*** Aircraft – 737-*** and 737-***	Page 2
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Very truly yours,


 


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



 









    	UAL-PA-04761-LA-1807022R2	SA-3
	*** Aircraft – 737-*** and 737-***	Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY



     


    

 


	 



 


	 

    ACCEPTED AND AGREED TO this

	 
	Date:	March
    20,2020	 
	 
	UNITED
    AIRLINES, INC.
	 
	By:	/s/
    Gerald Laderman	 
	 
	Its:	Executive
    Vice President and Chief Financial Officer	 
	 	 


 












    	UAL-PA-04761-LA-1807022R2	SA-3
	*** Aircraft – 737-*** and 737-***	Page 4
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Attachment A-1 to Letter
Agreement No. UAL-PA-04761-LA-1807022R2


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:	 	$***	 	*** Escalation Data:	 	 
	Engine Price (Per Aircraft):	 	$***	 	Base Year Index (ECI):	***	 
	Aircraft Basic Price (Excluding BFE/SPE):	$***	 	Base Year Index (CPI):	***	 
	Buyer Furnished Equipment (BFE) Estimate:	$***	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:	$***	 	 	 	 
	 	 	 	 	 	 	 
	Deposit per Aircraft:	 	$***	 	 	 	 


 


	#
    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.      




 






    	UAL-PA-04761-112118-1F.TXT	SA-3, MAX ***
	 	Att. A-1, Page 1
	Boeing / United Airlines, Inc. Proprietary 




     


    

 


Attachment A-2 to Letter Agreement No. UAL-PA-04761-LA-1807022R2 

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.



 






    
	UAL-PA-04761-112118-1F.TXT	SA-3, MAX ***
	 	Att. A-2, Page 1
	Boeing / United Airlines, Inc. Proprietary 





     


    

 






		The Boeing Company

                                                                                                                       P.O. Box 3707

                                                                                Seattle, WA 98124 2207




 




UAL-PA-04761-LA-2001831


 


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.


 


	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.


  






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Certain Special Matters
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	Very
    truly yours,	 
	 	 
	THE
    BOEING COMPANY	 
	 	 
	By	/s/
    Irma L. Krueger	 
	 	 
	Its	Attorney-In-Fact	 








  






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	ACCEPTED
    AND AGREED TO AS OF	 
	 	 
	Date:	March
    20, 2020	 
	 	 
	UNITED
    AIRLINES, INC.	 
	 	 
	By
     	/s/
    Gerald Laderman	 
	 	 
	Its	Executive
    Vice President and Chief Financial Officer	 




  






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