Exhibit 10.6


 


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. 1 to


 


PURCHASE AGREEMENT NUMBER 04761


 


between


 


THE BOEING COMPANY


 


and


 


United
Airlines, Inc.


 


relating to


 


Boeing
Model 737 MAX Aircraft


 


THIS SUPPLEMENTAL AGREEMENT
No. 1 (SA-1) is entered into as of September 25, 2018 by and between The Boeing Company, a Delaware corporation,
(Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);


 


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, Customer and Boeing
have agreed to the addition of the following into the Purchase Agreement:


 


		(i)	One *** 737-10 *** Aircraft into the Purchase
                                            Agreement; and



 


WHEREAS, Customer and Boeing
have agreed to the addition of the following into the Purchase Agreement:


 


		(i)	The addition of *** 737-9 Aircraft into
                                            the Purchase Agreement, as incorporated in the following additions to the Purchase Agreement:



 


		a.	737-9 Aircraft Information Table;






		b.	An exhibit regarding the configuration of
                                            the 737-9 Aircraft;






		c.	A supplemental exhibit concerning BFE variables;






		d.	A revision of a letter agreement to add
                                            the *** considerations applicable to the 737-9 Aircraft;






		e.	A letter agreement specifying *** for the
                                             737-9 Aircraft;






		f.	A letter agreement specifying an *** regime
                                            for 737-9 Aircraft; and



 


		(ii)	A *** in the event of a *** for 737-10
                                            Aircraft into the Purchase Agreement;



 





	UAL-PA-04761	SA-1, Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










    


    


    

 


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-1”).


 


		2.	Tables.



 


Table 1 entitled “737-***
Aircraft Delivery, Description, Price and ***” (identified by “SA-1”) is added to the Purchase Agreement to incorporate
the *** 737-*** Aircraft.


 


		3.	Exhibit and Supplemental Exhibit.



 


3.1.          Exhibit A
entitled “737-9 Aircraft Configuration” (identified by “SA-1”) is added to the Purchase Agreement to incorporate
configuration data for the *** 737-9 Aircraft.


 


3.2.          Supplemental
Exhibit BFE1 entitled “BFE Variables for the 737-9 Aircraft” (identified by “SA-1”) is added to the Purchase
Agreement to incorporate BFE data for the *** 737-9 Aircraft.


 


		4.	Letter Agreements.



 


4.1.         Letter
Agreement No. UAL-PA-04761-LA-l801467 previously entitled “Special Matters - 737-10 MAX Aircraft” is deleted in its
entirety and is replaced by Letter Agreement No. UAL-PA-04761-LA-l801467R1 entitled “Special Matters - 737-10 Aircraft and
737-9 Aircraft” (identified by “SA-1”) is added to the Purchase Agreement to add certain 737-9 Aircraft *** considerations.


 


4.2.       Letter
Agreement No. UAL-PA-04761-LA-l807022 entitled “737-10 *** Aircraft” (identified by “SA-1”) is added to
the Purchase Agreement to incorporate 737-10 *** Aircraft.


 


4.3.         Letter
Agreement No. UAL-PA-04761-LA-l807049 entitled “***” (identified by “SA-1”) is added to the Purchase Agreement
to incorporate the defined remedy in the *** for 737-10 Aircraft.


 


4.4.        Letter
Agreement No. UAL-PA-04761-LA-l807420 entitled “737-9 Aircraft Model ***” (identified by “SA-1”) is added
to the Purchase Agreement to incorporate certain *** for the 737-9 Aircraft.


 


4.5.         Letter
Agreement No. UAL-PA-04761-LA-l807490 entitled “737-9 Aircraft ***” (identified by “SA-1”) is added to the
Purchase Agreement to incorporate the *** for the 737-9 Aircraft.


 





	UAL-PA-04761	SA-1, Page 2 
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










    


    


    

 


		5.	Miscellaneous.



 


5.1.         The
parties mutually agree that the terms of Letter Agreement UAL-PA-03776-LA-1208123R1 entitled “*** for 737-9 Aircraft” apply
to the *** 737-9 Aircraft.


 


5.2.         References:


 


5.2.1.       Table
1 entitled “737-*** Aircraft Delivery, Description, Price and ***” and Table 1 entitled “737-*** Aircraft Delivery, Description,
Price and ***” are individually and collectively referred to as Table 1 in the Purchase Agreement.


 


5.2.2.       Exhibit A
entitled “737-10 Configuration” and Exhibit A entitled “737-9 Configuration” are individually and collectively
referred to as Exhibit A in the Purchase Agreement.


 


5.2.3.       Supplemental
Exhibit BFE1 entitled “BFE Variables 737-10 Aircraft” and Supplemental Exhibit BFE1 entitled “BFE Variables
737-9 Aircraft” are individually and collectively referred to as Supplemental Exhibit BFE1 in the Purchase Agreement.


 


5.2.4.       If
Boeing or Customer determines that the references and deemed inclusions described in section 5.1 of this Supplemental Agreement No. 1
should be further amended, then Boeing and Customer will work together for a mutually agreeable solution.


 


5.3.         Boeing
and Customer agree that *** under this Supplemental Agreement No. 1. Such *** will be *** by no later than ***.


 


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


 





	UAL-PA-04761	SA-1, Page 3 
	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-1, Page 4 
	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 ***	 
	 	 	 
	    1.	737-***
    Aircraft Delivery, Description, Price and ***	SA-1
	 	 	 
	EXHIBITS	 
	 	 
	    A	737-10
    Aircraft Configuration	 
	 	 	 
	    A	737-9
    Aircraft Configuration	SA-1
	 	 	 
	    B.	Aircraft
    Delivery Requirements and Responsibilities	 
	 	 	 
	SUPPLEMENTAL
    EXHIBITS	 
	 	 
	    AE1.	***/Airframe
    and *** Features for the 737MAX Aircraft	 
	 	 	 
	    BFE1.	BFE
    Variables 737-10 Aircraft	 
	 	 	 
	    BFE1.	BFE
    Variables 737-9 Aircraft	SA-1
	 	 	 
	    EE1.	Engine
    Warranty ***	 
	 	 	 
	    SLP1.	Service
    Life Policy Components	 
	


 





	UAL-PA-04761	Table of Contents, Page 1 of 3	SA-1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY






    


    


    

 





	TABLE OF CONTENTS, CONTINUED



	 	 
	

    LETTER AGREEMENTS	SA


    NUMBER
	 	 
	UAL-PA-04761-LA-1801463	***
    Matters	 
	 	 	 
	UAL-PA-04761-LA-1801464	Demonstration
    Flight Waiver	 
	 	 	 
	UAL-PA-04761-LA-1801465	Open
    Matters 737-10 Aircraft	 
	 	 	 
	UAL-PA-04761-LA-1801466	Seller
    Purchased Equipment	 
	 	 	 
	UAL-PA-04761-LA-1801467R1	Special
    Matters – 737-10 Aircraft and 737-9 Aircraft	SA-1
	 	 	 
	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-1807022	737-10
    *** Aircraft	SA-1
	 	 	 
	UAL-PA-04761-LA-1807049	***
    for 737-10 Aircraft	SA-1
	 	 	 
	UAL-PA-04761-LA-1807420	737-9
    Aircraft Model ***	SA-1
	 	 	 
	UAL-PA-04761-LA-1807490	737-9
    Aircraft ***	SA-1


 


	SUPPLEMENTAL
    AGREEMENTS	DATED
    AS OF
	 	 
	Supplemental
    Agreement No. 1 	           September 25,
2018


 





	UAL-PA-04761	Table of Contents, Page 2 of 3	SA-1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY






    


    


    

 


Table 1 to Purchase Agreement
No. 04761


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


 


	Airframe Model/MTOW:	737-***	*** pounds	 	Detail Specification:	***	
	 	 	 	 	 	 	 
	Engine Model/Thrust:	***	*** pounds	+	Airframe Price Base Year/*** Formula:	***	***
	Airframe Price:	 	$***	 	Engine Price Base Year/*** Formula:	***	***
	*** Features:	$***	 	 	 	 
	Sub-Total of Airframe and Features:	$***	 	Airframe *** Data:	 	 
	Engine Price (Per Aircraft):	$***	 	Base Year Index (ECI):	***	 
	Aircraft Basic Price (Excluding BFE/SPE):	$***	 	Base Year Index (CPI):	***	 
	Buyer Furnished Equipment (BFE) Estimate:	$***	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:	$***	 	 	 	 
	 	 	 	 	 	 	 
	Deposit per Aircraft:	$***	 	 	 	 



 


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



 


* Nominal delivery *** pursuant to §2
of the Purchase Agreement.


 


Note: Serial Numbers are not yet available
but even when provided will be provided as guidance only and are subject to change until delivery.


 


+ - Subject to confirmation
by engine manufacturer 



 





	UAL-PA-04761 APR: 112125.TXT	SA-1, Table 1 MAX***, Page 1 
	Boeing / United Airlines, Inc. Proprietary









    


    


    





 


AIRCRAFT CONFIGURATION


 


between


 


THE BOEING COMPANY


 


and


 


United Airlines, Inc.


 


Exhibit A
to Purchase Agreement Number PA-04761 for 737-9 Aircraft


 


	UAL-PA-04761-EXA	SA-1
	 	Page 1






BOEING/UNITED AIRLINES, INC.
PROPRIETARY








    


    


    

 


Exhibit A-1


 


AIRCRAFT CONFIGURATION


 


relating to


 


BOEING MODEL 737-9 AIRCRAFT


 


The Detail Specification
is Boeing document number *** Such Detail Specification will be comprised of *** document number ***, dated ***, as amended to incorporate
the *** features *** listed below, including ***. As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification,
which copies will reflect such ***. The Aircraft Basic Price reflects and includes all effects of such ***, except such Aircraft Basic
Price does not include the price effects of any Buyer Furnished Equipment or In-Flight Entertainment.


 


	UAL-PA-04761-EXA	SA-1
	 	Page 2






BOEING/UNITED AIRLINES, INC.
PROPRIETARY













    


    


    

 


	***
    Number	Title	737-9
    Aircraft 

*** Price Per

 A/C
	***	***	***
	***	TOTALS:	***


 


	UAL-PA-04761-EXA	SA-1
	 	Page 3






BOEING/UNITED AIRLINES, INC.
PROPRIETARY








    


    


    





 


BUYER FURNISHED
EQUIPMENT VARIABLES


 


between


 


THE BOEING COMPANY


 


and


 


UNITED AIRLINES, INC.


 


Supplemental
Exhibit BFE1


to Purchase Agreement
Number 04761

for 737-9 Aircraft


 


	UAL-PA-04761-Ex BFE1	BFE1 Page 1	SA-1
	 	BOEING / UNITED AIRLINES, INC. PROPRIETARY	 










    


    


    

 


BUYER FURNISHED EQUIPMENT VARIABLES


 


relating to


 


BOEING MODEL 737-9 AIRCRAFT


 


This Supplemental Exhibit BFE1
contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.


 


	1.	Supplier Selection.



 


Customer will:


 


Select and notify Boeing
of the suppliers and part numbers of the following BFE items by the following dates:


 


***



 


Note: This Supplemental Exhibit BFE1
should be revised if a new 737-9 Aircraft configurations is created.


 





	UAL-PA-04761-Ex BFE1	BFE1 Page 2	SA-1
	 	BOEING / UNITED AIRLINES, INC. PROPRIETARY	 









    


    


    

 


	2.	On-dock Dates and Other Information.



 


On or before ***, Boeing
will provide to Customer the BFE Requirements electronically through My Boeing Fleet (MBF in My Boeing Configuration (MBC).
These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other
requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth in Attachment
1:


 


	3.	Additional Delivery Requirements
- Import.



 


Customer will be the “importer
of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such,
it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event
Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer
is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment,
all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs
Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the
International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.


 





	UAL-PA-04761-Ex BFE1	BFE1 Page 3	SA-1
	 	BOEING / UNITED AIRLINES, INC. PROPRIETARY	 












    


    


    

 


ATTACHMENT
1 TO SUPPLEMENTAL EXHIBIT BFE1 TO PURCHASE AGREEMENT NO. 04761

Preliminary On Dock Date Data: *** MAX *** AIRCRAFT


 


	***	***	***	***	***	***	***	***	***	***	***	***
	***	***	***	***	***	***	***	***	***	***	***	***
	***	***	 	 	 	 	 	 	 	 	 	 


 


	Attachment
1 to Supplemental Exhibit BFE1

UAL-PA-04761-Ex BFE1	 	BFE1 Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY












    


    


    





 


		The Boeing Company

    P.O. Box 3707

    Seattle, WA 98124-2207




 


 





UAL-PA-04761-LA-1801467R1








 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Special Matters – 737-10 Aircraft
                                            and 737-9 Aircraft



 


		Reference:	Purchase Agreement No.  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-04761-LA-1801467.


 


1.             ***.


 


1.1             737-10
***.


 


At the time of delivery of
each 737-10 Aircraft, Boeing *** to Customer a *** the 737-10 ***which shall equal *** (737-10 ***).


 


1.2             ***.


 


At the time of delivery of
the ***


 


1.3             737-9
Aircraft ***.


 


At the time of delivery of
each 737-9 Aircraft, Boeing *** to Customer a *** 737-9 Aircraft ***.


 


1.4             737-9
Aircraft ***.


 


At the time of delivery of
each 737-9 Aircraft, Boeing ***. Boeing represents that the *** of this 737-*** is consistent with the terms of Letter Agreement 6-1162-KKT-080,
as amended.


 


 


	UAL-PA-04761-LA-1801467R1	SA-1
	Special Matters	Page 1








BOEING I UNITED
AIRLINES PROPRIETARY






    


    


    

 





 


2.             ***.








 


Unless otherwise noted, the
amounts of the *** stated in (i) Paragraphs 1.1 through 1.2 (***) are *** for 737-10 Aircraft; and (i) Paragraphs 1.3
through 1.4 (***) are ***. The *** will be *** to the scheduled month of the respective Aircraft delivery pursuant
to the Airframe *** formula set forth in the Purchase Agreement applicable to the Aircraft. The *** may, at the election of Customer,
be ***.


 


3.             737
Supplier Management.


 


It is Boeing’s 737
MAX design intent ***the 737 MAX ***. If a *** leads to a *** to be available only through a *** for the 737 MAX where ***, then ***
for such affected *** will have the necessary agreements in place to provide 737 MAX ***. These ***, known as ***, will include
(but not be limited to) *** that the terms of such *** are commercially reasonable


 


4.             Supplier
Diversity.


 


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





 


 


	UAL-PA-04761-LA-1801467R1	SA-1
	Special Matters	Page 2








BOEING I UNITED
AIRLINES PROPRIETARY






    


    


    

 





 


5.             Assignment.





 


Unless otherwise noted herein,
*** described in this Letter Agreement are provided as a *** to Customer and in consideration of Customer’s taking title to the
Aircraft at time of delivery and becoming the operator of the Aircraft. Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472,
this Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing. For purposes of the ***.


 


6.             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.


 


Very truly yours,


 


 


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



 


 





	UAL-PA-04761-LA-1801467R1	SA-1
	Special Matters	Page 3



BOEING I UNITED
AIRLINES PROPRIETARY






    


    


    

 





 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	September 25, 2018	 



 


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


  



 





	UAL-PA-04761-LA-1801467R1	SA-1
	Special Matters	Page 4





BOEING I UNITED AIRLINES PROPRIETARY






    


    


    





  





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







 


 


UAL-PA-04761-LA-1807022


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	*** Aircraft – 737-10



 


		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 *** Model 737-10 aircraft as *** aircraft (*** Aircraft).


 


2.             Delivery.


 


The number of aircraft and
delivery months are listed in the Attachment A to this Letter Agreement. The scheduled delivery position of each *** Aircraft listed
in Attachment A provides the delivery schedule in *** delivery windows consisting of a nominal delivery month (Nominal Delivery Month)
***. No later than *** prior to Nominal Delivery Month of Customer’s first *** Aircraft in each calendar year, Boeing will provide
written notice with a revised 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
737-10 aircraft at the revision level in effect at the time of Definitive Agreement (as defined below). Such Detail Specification will
be revised to include (i) changes applicable to the Detail Specification that are developed by Boeing between the *** Date (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 mutual agreement, the *** Aircraft may start from a different configuration specification, provided that it can achieve the same configuration
which would result pursuant to the provisions of Article 3.1.


 



	UAL-PA-04761-LA-1807022	 	SA-1
	*** Aircraft – 737-10	 	Page 1 

BOEING / UNITED AIRLINES, INC. PROPRIETARY
 



    


    


    




 





 


4.             Price.


 


4.1           The
Airframe Price and *** Features Prices for each of the *** Aircraft is identified in Attachment A to this Letter Agreement.  The
Airframe Price and *** Features Prices that will be identified in the Definitive Agreement for the *** Aircraft will equal ***. 
Boeing represents that the price protections provided in this Article 4.1 are consistent with the terms of Customer’s ***
status.


 


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


 


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           Customer
will *** shown in Attachment A for each *** Aircraft ***, on the date of execution of this Letter Agreement. If Customer ***, the ***.
If Customer does ***, Boeing will *** Aircraft and *** Customer on ***.


 


5.2           Notwithstanding
the amount shown in Attachment A, the *** 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 *** prior to the earlier of the first day of either the Nominal Delivery
Month or the delivery month listed in Attachment A (*** Date).


 


6.2           After
receipt of Customer’s *** notice, Boeing may make a one-time request that the delivery date for such *** Aircraft ***. Customer
will consider and, at Customer’s sole discretion, accommodate Boeing’s request if ***. Boeing may *** the *** Aircraft delivery
date, which Customer will consider at Customer’s sole discretion.


 


6.3           If
at any given time, the aggregate number of *** Aircraft falls below the number of undelivered Aircraft, then Customer may request for
Boeing to provide *** Aircraft in *** Aircraft under the Purchase Agreement on the basis of the terms of this Letter Agreement.


 


6.3.1            Boeing
will accommodate Customer’s request for such *** Aircraft in accordance with the terms of Letter Agreement 6-1162-KKT-080, as amended;
provided, however, that such Boeing accommodation is further conditioned upon Boeing having *** Aircraft.


 


	UAL-PA-04761-LA-1807022	 	SA-1
	*** Aircraft – 737-10	 	Page 2





BOEING / UNITED AIRLINES,
INC. PROPRIETARY



    


    


    

 


 


 


6.3.2            In
response to any Customer request for *** Aircraft, Boeing will provide a written notice for Customer's consideration and written acceptance
*** of such Boeing notice. Delivery months will be specified in Boeing’s notice for confirmation by Customer through execution
of a supplemental agreement incorporating such *** Aircraft. Delivery positions of such *** Aircraft will be subject to mutual agreement
and will take into account ***.





 


7.             Definitive
Agreement.


 


Following Customer’s
*** the parties will sign a definitive agreement for the purchase of such *** Aircraft (Definitive Agreement) within *** of such
exercise. 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 *** following ***, either party may ***
such *** Aircraft by giving written notice to the other within ***. If Customer and Boeing fail to enter into the Definitive Agreement,
Boeing will *** the *** for that *** Aircraft and shall have no further obligation with respect to that *** Aircraft.


 


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-1807022	 	SA-1
	*** Aircraft – 737-10	 	Page 3



BOEING / UNITED AIRLINES, INC. PROPRIETARY





    


    


    


 


 


 


ACCEPTED AND AGREED TO this


 





	Date:	September 25, 2018	 






 





UNITED AIRLINES, INC.


 


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








 





	UAL-PA-04761-LA-1807022	 	SA-1
	*** Aircraft – 737-10	 	Page 4


BOEING / UNITED AIRLINES, INC. PROPRIETARY



    


    


    





 


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

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):	$***	 	***	***	 
	***	 	$***	 	 	 	 
	***	 	$***	 	 	 	 
	 	 	 	 	 	 	 
	Deposit per Aircraft:	 	$***	 	 	 	 



 


	#
    of *** Aircraft	 	 	***	***

    Exercise

    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 *** are subject to revision pursuant to §2 of Letter
    Agreememt UAL-PA-04761-LA-1807022 including any successor thereof.



 





	UAL‐PA‐04761‐112118‐1F.TXT	 	SA‐1, MAX ***,

                                                                                Page 2



Boeing / United Airlines,
Inc. Proprietary



    


    


    









  


	 	 	The Boeing Company 

P.O. Box 3707

 Seattle, WA 98124-2207






 


 


UAL-PA-04761-LA-1807049


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	*** for 737-10 Aircraft



 


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



 


		2)	Letter Agreement UAL-PA-04761-LA-1801473 entitled “737-10 Aircraft
                                            (737-10 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.


 


Background.


 


Section 2.5.5 of the
Attachment to the *** provides a ***. Article 5.4 of the AGTA and the *** provide a procedure for demonstration of *** with the
*** prior to Aircraft delivery. Such method will be used to demonstrate *** with the ***. The parties agree that the *** contained in
this Letter Agreement apply if the *** report furnished to Customer for any 737-10 Aircraft pursuant to Article 5.4 of the AGTA
shows *** than ***.


 


1.            Rights
and Obligations in the Event of a ***.


 


1.1            Aircraft
Delivery. In the event of a *** for any 737-10 Aircraft, at the time Boeing tenders that 737-10 Aircraft for delivery, *** set forth
in paragraph 1.2 or paragraph 2, herein, as applicable. Customer *** delivery of such 737-10 Aircraft ***.


 


1.2            Post
Delivery ***. In the event of a *** for any 737-10 Aircraft, the following terms and conditions will apply:


 


1.2.1            For
the period of *** delivery of an applicable 737-10 Aircraft, ***, or cause to be *** parts and/or *** (Improvement Parts) which,
*** in such 737-10 Aircraft, would ***.


 


1.2.2            If
***, or to cause to be *** such 737-10 Aircraft, then Customer and Boeing will *** upon the details of *** program. *** will be provided
*** to ***.


 


1.2.3            If
Customer elects to *** in such 737-10 Aircraft, *** after the delivery *** *** during 737-10 Aircraft *** which cannot be *** during
737-10 Aircraft *** will be *** within a mutually agreed period of time. *** in accordance with Boeing and engine manufacturer instructions.


 


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1.2.4            ***
of ***. *** related to engines will apply also to spare engines ***. Boeing ***, will give Customer reasonable advance written notice
of the estimated *** at Customer’s maintenance base for any such ***. *** this Letter Agreement and be *** to *** using established
*** procedures and other terms identified in the *** contemplated in paragraph *** herein.


 


		2.	***.



 


After *** delivery of an
applicable 737-10 Aircraft, if Boeing has not provided, or caused to be provided *** which ***, then Boeing will *** described in this
paragraph 2. Subject to mutual agreement, Boeing and Customer may elect to *** the efforts under paragraph 1 herein in lieu of ***
described in this paragraph 2.


 


2.1            ***.
Boeing will *** amount will be prorated for fractions of the ***. If the compliance document demonstrates ***, then Customer and Boeing
will work together in good faith to reach *** to adequately address such *** for any 737-*** Aircraft. *** is unable to provide a ***
to adequately address the *** within a reasonable timeframe and does not *** (within a reasonable timeframe) that it will provide ***
any such 737-10 Aircraft and, if the ***.


 


2.2            ***.
*** to Customer pursuant to this section 2 will be *** by Boeing and/or the *** at the time of 737-10 Aircraft delivery. No ***
will be *** pursuant to this section 2 for any 737-10 Aircraft not *** Customer. Each *** 737-10 Aircraft ***.


 


2.3            ***
Adjustments. The *** attributable to *** will be determined by Boeing analysis based on data certified to be correct by Boeing. The
*** will be deemed to be the *** as calculated using *** based on the data furnished pursuant to Article *** of the AGTA. If ***
in a 737-10 Aircraft as set forth in paragraph 1.2 above, payments of *** with the *** after such *** ***. If Customer elects not
to *** in any applicable 737-10 Aircraft as set forth in paragraph 1.2 above, ***.


 


		3.	***.



 


Boeing and Customer agree
it is not the intent of the parties to provide benefits hereunder that *** to be provided (a) by Boeing under the Purchase Agreement,
or any other agreement between Boeing and Customer, or (b) by *** under any agreement between *** and Customer, due to the 737-10
Aircraft ***.


 


		4.	***.



 


Customer agrees that the
*** contained in paragraphs 1 and 2 herein are *** for purposes of *** with respect to the *** of Customer’s 737-10 Aircraft
and are *** of any and all of Boeing’s *** and *** to Customer in connection therewith. Customer *** Boeing and ***.


 


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 ***.


 


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BOEING / UNITED AIRLINES, INC. PROPRIETARY






    


    


    

 


 


 


6.            Confidential
Treatment.


 


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


 


Very truly yours,


 


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



 


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    ACCEPTED AND AGREED TO this
	 
	 	 
	Date:	September 25, 2018	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	 	 
	 	 
	Its:	Executive Vice President and Chief Financial Officer	 



 


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BOEING / UNITED AIRLINES, INC. PROPRIETARY



    


    


    





 


		
    The Boeing Company

    P.O. Box 3707

    Seattle, WA 98124 2207




 


UAL-PA-04761-LA-1807420


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	737-9 Aircraft Model ***



 


		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.


 


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


 


***


 


For this Letter Agreement, each such *** aircraft
referred to in (i) and (ii) above shall be defined to be a *** Aircraft.


 


		1.	Customer’s Written Notice.



 


Customer shall provide written
notice of its intention to ***,


 


For resulting Boeing *** Aircraft:


 


		(i)	No later
                                            than the first day of the month that is ***, provided that a *** Customer, or;



 


		(ii)	No
                                            later than the first day of the month that is ***, if a *** and delivered to Customer.



 


For resulting Boeing Model 737-*** Aircraft:


 


		(iii)	No later
                                            than the first day of the month that is ***, provided that a 737- ***



 


		(iv)	No
                                            later than the first day of the month that is ***, if a 737-*** and delivered to Customer.



 


		2.	***



 


		3.	Definitive Agreement.



 


***


 


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		4.	***



 


		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.


 


		6.	Confidential Treatment.



 


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


 


Very truly yours,


 


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



 


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	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	September 25, 2018	 


 


 


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


 


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Attachment A To 

Letter Agreement UAL-PA-03776-LA-1807420 

737-***
Aircraft Description and Price


 


	Airframe Model/MTOW:	 	737-***	 	*** pounds	 	 	 	Detail Specification:	 	 	 	***	 	 
	Engine Model/Thrust:	 	***	 	*** pounds	 	 	 	Airframe Price Base Year/*** Formula:	 	***	 	 	 	***
	Airframe Price:	 	 	 	$***	 	 	 	Engine Price Base Year/*** Formula:	 	***	 	 	 	***
	*** Features:	 	 	 	$***	 	ESTIMATE	 	 	 	 	 
	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:	 	 	 	$***	 	ESTIMATE	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:	 	 	 	$***	 	ESTIMATE	 	 	 	 	 




 


	UAL-PA-04761	SA-1, Page 1





Boeing / United Airlines, Inc. Proprietary




 






    


     


    

 


 


 


Attachment B 

To Letter Agreement UAL-PA-03776-LA-1807420 

737-***
Aircraft Description and Price


 


	Airframe Model/MTOW:	 	737-***	 	*** pounds	 	 	 	Detail Specification:	 	 	 	***	 
	Engine Model/Thrust:	 	***	 	*** pounds	 	 	 	Airframe Price Base Year/*** Formula:	 	***	 	 	***
	Airframe Price:	 	 	 	$***	 	 	 	Engine Price Base Year/*** Formula:	 	***	 	 	***
	Optional Features:	 	 	 	$***	 	ESTIMATE	 	 	 	 	 
	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:	 	 	 	$***	 	ESTIMATE	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:	 	 	 	$***	 	ESTIMATE	 	 	 	 	 




 


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Boeing / United Airlines, Inc. Proprietary




 






    


     


    

 


 


 


Attachment C To 

Letter Agreement UAL-PA-03776-LA-1807420 

737-***
Aircraft Description and Price


 


	Airframe Model/MTOW:	 	737-***	 	*** pounds	 	 	 	Detail Specification:	 	 	 	***
	Engine Model/Thrust:	 	***	 	*** pounds	 	 	 	Airframe Price Base Year/*** Formula:	 	***	 	 	 	***
	Airframe Price:	 	 	 	$***	 	 	 	Engine Price Base Year/*** Formula:	 	***	 	 	 	***
	*** Features:	 	 	 	$***	 	ESTIMATE	 	 	 	 	 
	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:	 	 	 	$***	 	ESTIMATE	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:	 	 	 	$***	 	ESTIMATE	 	 	 	 	 




 


	UAL-PA-04761 	SA-1, Page 3





Boeing / United Airlines, Inc. Proprietary


 







    


     


    

 



	 	
    The Boeing Company

    P.O. Box 3707

    Seattle, WA 98124 2207




 


UAL-PA-04761-LA-1807490


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	737-9 Aircraft ***



 


		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.	Definitions.



 


*** Notice means the
written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below.


 


Program Aircraft means
each Aircraft specified in Table 1 of the Purchase Agreement as of the date of this Letter Agreement and any 737-9 *** Aircraft
arising as a result of exercise of Customer’s aircraft model ***.


 


		2.	Applicability.



 


Notwithstanding any other
provision of the Purchase Agreement to the contrary, the parties agree that the *** for the Airframe Price and *** Features Prices for
each Program Aircraft shall be determined in accordance with this Letter Agreement.


 


		3.	*** Forecast.



 


Boeing will release an ***
forecast in *** of each year based on Boeing’s then current standard ***. Only one *** forecast shall be used to conduct the ***
analysis performed in accordance with Article 4.1, below, for a given Program Aircraft. The *** forecast applicable to a given Program
Aircraft is set forth in Attachment A.


 


		4.	***.



 


4.1.4            In
the event that Boeing *** the *** Notice as detailed in Article 4.1.2 or Article 4.1.3 and Customer ***, then Customer ***
the Purchase Agreement with respect to such affected Program Aircraft.


 


4.2           If
Boeing provides Customer the *** described in Article 4.1.2 or Article 4.1.3 above, then Customer shall notify Boeing *** contained
in Articles 4.1.2, 4.1.3, or 4.1.4 above within *** of its receipt of the *** Notice from Boeing. In the event Customer *** in accordance
with Article 4.1.4 above, then Boeing ***.








 


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PROPRIETARY






    


    


    

 





 


4.2.1            Within
*** of Boeing’s receipt of *** notice for any such *** Program Aircraft under Article 4.2 above, Boeing *** written notice
to Customer ***.


 


4.2.2            Should
Customer *** any notice to Boeing in accordance with Article 4.2 above, then the *** for such Program Aircraft shall be calculated
in accordance with Article 4.1.2.


 


4.3           In
the event that the *** of a Program Aircraft that is subject to either Article 4.1.1, Article 4.1.2 or Article 4.1.3 above,
*** applicable to such Program Aircraft will be determined pursuant to Article 5 below.


 


		5.	***



 


		7.	Applicability
                                            to ***.



 


The ***, identified in the
Purchase Agreement as subject to *** pursuant to Supplemental Exhibit AE1, and which pertains to the Program Aircraft shall be ***.


 


		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	 





 


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PROPRIETARY






    


    


    

 





 


	ACCEPTED AND AGREED TO this	 
	 	 	 
	Date:	 	September 25, 2018	 
	 	 	 
	UNITED AIRLINES, INC.	 
	 	 	 
	By	/s/ Gerald Laderman	 
	 	 	 
	Its	Executive Vice President Finance and Chief Financial Officer	 


 


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ATTACHMENT A


*** Forecast & *** Notice Date


 


	***

                                                                                Forecast
	Applicable to Program Aircraft

                                                                                Delivering in Time Period
	***Notice

                                                                                Date

	***	***	***


 


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ATTACHMENT B


*** Factors - *** Base Year


 


	***	***	***	***
	***	***	***	***


 





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BOEING/UNITED AIRLINES, INC. PROPRIETARY