Document

Exhibit 10.2


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. 18
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 September 8, 2021, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC. (Customer) (SA-18); 
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 *** 737-*** Aircraft as follows: 
									
	Manufacturer Serial Number	***	***
	***	***	***
















UAL-PA-03776         SA-18, Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY







Supplemental Agreement No. 18 to
Purchase Agreement No. 03776

WHEREAS, Customer and Boeing agree to revise certain *** 
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-18”).
2.Tables.
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-18”) to reflect the *** 737-*** aircraft. 
3.Letter Agreements.
Letter Agreement No. UAL-PA-03776-LA-1208157R3 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-03776-LA-1208157R4 titled “***” (identified by “SA-18”) to revise the *** for the 737-*** aircraft.
4.Miscellaneous.
4.1.The following letter agreements are deemed to revise references as follows:
UAL-PA-03776        SA-18, Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY







Supplemental Agreement No. 18 to
Purchase Agreement No. 03776

									
	Document	Original Reference	Replacement Reference
	Table 1A:  
737-*** Aircraft Delivery, Description, Price and ***
	For the referenced Table 1A, the cited footnote below (incorporated into such Table 1A) references Letter Agreement UAL-PA-03776-LA-1208157R3: 
^ - ***
	For the referenced Table 1A, such cited footnote is deemed to be revised to reference Letter Agreement UAL-PA-03776-LA-1208157R4 as follows:
^ - ***

	Table 1B:  
*** 737-*** Aircraft Delivery, Description, Price and ***
	For the referenced Table 1B, the cited footnote below (incorporated into such Table 1B) references Letter Agreement UAL-PA-03776-LA-1208157R3: 
^ - ***
	For the referenced Table 1B, such cited footnote is deemed to be revised to reference Letter Agreement UAL-PA-03776-LA-1208157R4 as follows:
^ - ***

	Table 1C:  *** 737-*** Aircraft Delivery, Description, Price, and ***
	For the referenced Table 1C, the cited footnote below (incorporated into such Table 1C) references Letter Agreement UAL-PA-03776-LA-1208157R3: 
^ - ***
	For the referenced Table 1C, such cited footnote is deemed to be revised to reference Letter Agreement UAL-PA-03776-LA-1208157R4 as follows:
^ - ***



UAL-PA-03776        SA-18, Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY







Supplemental Agreement No. 18 to
Purchase Agreement No. 03776

4.2.The following references to “Table 1” in the Purchase Agreement and the associated exhibits, supplemental exhibits, and letter agreements to the Purchase Agreement are now deemed to be replaced per Figure 1 as follows:  
        Figure 1
									
	Document	Original Reference	Replacement Reference
	Purchase Agreement Basic Articles	Reference to “Table 1”
(i)Opening Paragraph 1
(ii)Article 2
(iii)Article 3.1
(iv)Article 4.1 & 4.2
(v)Article 5.1
	Reference to “Table 1” in such instances is deemed to be replaced as follows: 
“Table 1, Table 1.1 and Table 1A, Table 1B and Table 1C”

	Supplemental Exhibit AE2	Reference to “Table 1” 
(i)Article 1
(ii)Notes to Article 1
	Reference to “Table 1” in such instances is deemed to be replaced as follows: 
“Table 1A, Table 1B and Table 1C”

	Supplemental Exhibit EE1	Reference to “Table 1”
Article 2.6.2
	Reference to “Table 1” in such instance is deemed to be replaced as follows: 
“Table 1, Table 1.1, Table 1A, Table 1B and Table 1C”

	UAL-PA-03776-LA-1207647  “Seller Purchased Equipment”	Reference to “Table 1”
Article 2.6.2
	Reference to “Table 1” in such instance is deemed to be replaced as follows: 
“Table 1, Table 1.1, Table 1A, Table 1B and Table 1C”

	UAL-PA-03776-LA-1207637R4 “***”
	Reference to “Table 1”
Article 1.1
Article 3.2
	Reference to “Table 1” in such instance is deemed to be replaced as follows: 
“Table 1, Table 1.1 and Table 1A, Table 1B and Table 1C”

	UAL-PA-03776-LA-1207643R3 “Open Matters 737-*** and 737-*** Aircraft”
	Reference to “Table 1B”
Article 1.1 & 1.2
Article 2.1.1.4
	Reference to “Table 1B” in such instances is deemed to be replaced as follows: 
“Table 1B and Table 1C”

	Letter Agreement UALPA-03776-LA-1703858R1 titled “*** for the 737-10 Aircraft”
	Reference to “Table 1A”
Article 1
	Reference to “Table 1A” in such instance is deemed to be replaced as follows: 
“Table 1A, Table 1B and Table 1C”



UAL-PA-03776        SA-18, Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY







Supplemental Agreement No. 18 to
Purchase Agreement No. 03776

4.3.If Boeing or Customer determines that references described in Section 4 of this Supplemental Agreement No. 18 should be further amended, then Boeing and Customer will work together for a mutually agreeable solution. 
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-03776        SA-18, Page 5
BOEING / UNITED AIRLINES, INC. PROPRIETARY







Supplemental Agreement No. 18 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/ Ted Davidson
	Signature		Signature
			
	Irma L. Krueger		Ted Davidson
	Printed Name		Printed Name
			
	Attorney-in-Fact
		Vice President
Procurement

	Title		Title




UAL-PA-03776        SA-18, Page 6
BOEING / UNITED AIRLINES, INC. PROPRIETARY




CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.



TABLE OF CONTENTS
									
	
ARTICLES	SA NUMBER

	Article 1.	Quantity, Model and Description	 SA-18 §4.2

	Article 2.	Delivery Schedule	SA-18 §4.2

	Article 3.	Price	SA-18 §4.2

	Article 4.	Payment	SA-18 §4.2

	Article 5.	Additional Terms	SA-18 §4.2

	TABLE	
	1.	737-*** Aircraft Delivery, Description, Price and ***
	SA-9
	1.1	*** 737-*** Aircraft Delivery, Description, Price and ***
	SA-18
	1A.	737-*** Aircraft Delivery, Description, Price and ***
	SA-15 & SA-18 §4.1

	1B.	*** 737-*** Aircraft Delivery, Description, Price and ***
	SA-16 & SA-18 §4.1

	1C.	*** 737-*** Aircraft Delivery, Description, Price and ***
	SA-16 & SA-18 §4.1

	EXHIBITS	
	A-1	737-9 & *** 737-9Aircraft Configuration
	SA-8
	A-2	737-8 Aircraft Configuration
	
	A-3	737-7 Aircraft Configuration
	
	A-4
	*** 737-*** Aircraft Configuration
	SA-16
	A-5	737-*** Aircraft Configuration
	SA-14
	B.	Aircraft Delivery Requirements and Responsibilities	
	TABLE OF CONTENTS, CONTINUED	
	SUPPLEMENTAL EXHIBITS	SA NUMBER

	AE1.	***/Airframe and *** Features
	
	AE2.	***/Airframe and *** Features for the 737-10 Aircraft
	SA-18 §4.2

	BFE1.	BFE Variables 737-9 Aircraft
	SA-7


UAL-PA-03776    TABLE OF CONTENTS    SA-18, Page 1 of 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY



CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.



									
	BFE2.	BFE Variables 737-10 Aircraft
	SA-9
	CS1.	Customer Support Variables
	SA-9
	EE1.	Engine Warranty and ***
	SA-18 §4.2

	SLP1.	Service Life Policy Components
	
	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 & SA-18 §4.2

	UAL-PA-03776-LA-1207646R4	Promotional Support
	SA-15
	UAL-PA-03776-LA-1207647	Seller Purchased Equipment
	SA-18 §4.2

	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-1208157R4	***
	SA-18
	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    TABLE OF CONTENTS    SA-18, Page 2 of 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY



CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.



									
	UAL-PA-03776-LA-1703743	2017 ***
	SA-9
	UAL-PA-03776-LA-1703858R1	*** for the 737-*** Aircraft
	SA-18 §4.2

		*** 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-18, Page 3 of 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY



CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.





						
	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
	Supplemental Agreement No. 17	August 12, 2021
	Supplemental Agreement No. 18	September 8, 2021


    


UAL-PA-03776    TABLE OF CONTENTS    SA-18, Page 4 of 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY







																																	
	Table 1.1 To Purchase Agreement No. 03776
	*** 737-*** Aircraft Delivery, Description, Price and ***
		Airframe Model/MTOW:	737-***	*** pounds	^	Detail Specification:			***	4Q11 External Fcst~4Q11 External Fcst - Engines
		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:		$***						
											
	# of Aircraft	Delivery Date		***	Manufacturer Serial Number	Actual or Nominal Delivery ****	*** Estimate	*** Per Aircraft (Amts. Due/*** Prior to Delivery):	
	Number of	Factor	*** Base	***	***	***	***
	Aircraft	***	Price Per A/P	***%	***%	***%	***%
	***	***	***	***	***	***	$***	$***	$***	$***	$***
	Total in this Table:	***							
		* Nominal delivery *** 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    TABLE OF CONTENTS    SA-18, Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY






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

UAL-PA-03776-LA-1208157R4
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-1208157R3.
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, *** any Aircraft, as of the effective date (Effective Date) of the ***.
UAL-PA-03776-LA-1208157R4    SA-18
***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY








 



1.Customer's ***. 
Boeing *** to 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 *** to Customer, 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, or *** after delivery of an Aircraft, *** as requested by Customer.  Such *** shall be ***, identifying the Aircraft Manufacturer's Serial Number (MSN), the delivery date and the Effective Date of the ***  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-1208157R4    SA-18
***    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY








 



									
	
	ACCEPTED AND AGREED TO this
	
	Date:	September 8 , 2021
	
	UNITED AIRLINES, INC.
	
	By:	/s/ Ted Davidson
	
	Its:	Vice President – Procurement








UAL-PA-03776-LA-1208157R4    SA-18
***    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY




CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.

Attachment A to Letter Agreement UAL-PA-03776-LA-1208157R4


Date:    ____________________


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


Attention:    ***
Reference:    Letter Agreement UAL-PA-03776-LA-1208157R4 to Purchase Agreement 03776


***


Very truly yours,


THE BOEING COMPANY






By:  __________________
Its: __________________








Attachment A to UAL-PA-03776-LA-1208157R4    SA-18
***    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY



CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.



Attachment A:  to Letter Agreement UAL-PA-03776-LA-1208157R4
***
												
	***			


  






Attachment A to UAL-PA-03776-LA-1208157R4    SA-18
***    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY




CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.



Attachment B to Letter Agreement UAL-PA-03776-LA-1208157R4


***


Attachment B to UAL-PA-03776-LA-1208157R4    SA-18
***    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY