Exhibit 10.10


 





SUPPLEMENTAL
AGREEMENT NO. 5 to


 


PURCHASE
AGREEMENT NUMBER 04761


 


between


 


THE
BOEING COMPANY


 


and


 


United
Airlines, Inc.


 


relating
to


 


Boeing
Model 737 MAX Aircraft


 


THIS
SUPPLEMENTAL AGREEMENT No. 5 (SA-5) is entered into as of February 26, 2021 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; and


 


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 to:


 


		(i)	Amend
                                            the Purchase Agreement to incorporate all Customer Configuration Changes for 737-*** Aircraft
                                            including the revision of Table 1 and Exhibit A for the 737-*** Aircraft;



 


		(ii)	***scheduled
                                            delivery of 737-*** Aircraft
                                            and specify the scheduled delivery *** to be used ***;



 


		(iii)	***
                                            737-*** Aircraft *** 737-*** Aircraft;



 


		(iv)	Extend
                                            applicability of *** 737-*** aircraft



 


		(v)	Provide
                                            Customer with certain *** in respect of the *** 737-***; Specify *** consideration applicable
                                            to the 737-*** Aircraft;



 


		(vi)	Identify
                                            open matters relating to the 737-*** Aircraft; and



 


		(vii)	Add
                                            letter addressing Seller Purchased Equipment elements to the Purchase Agreement.



 






    	UAL-PA-04761
	SA-5, Page 1


BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


WHEREAS,
Boeing and Customer agree to (i) add 737-9 Aircraft to the Open Configuration Matters letter; (ii) *** 737-*** Aircraft *** 737-*** Aircraft
; and (iii) revise the Special Matters Letter as a result of such *** as follows:


 


	 	Manufacturer
    Serial Number*	737-***
    Aircraft ***	737-***
    Aircraft ***
	***	***	***	***


 


*
Manufacturer Serial Numbers are subject to change


 


WHEREAS,
Boeing and Customer agree to terms under which rights in *** Aircraft will be *** by Customer including the *** into 737-*** Aircraft
and ***.


 


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-5”).


 


		2.	Tables.



 


2.1.          The
Table 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-5”) to reflect the accepted Customer Configuration Changes.


 


2.2.          A
new Table 1 titled “737-*** Aircraft Delivery, Description, Price and ***” (identified by “SA-5”) is added to
the Purchase Agreement to incorporate ***.


 


2.3.          A
new Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” (identified by “SA-5”) is added
to the Purchase Agreement to incorporate Customer’s *** Aircraft and *** Aircraft.


 


2.4.          A
new Table 1 titled “737-*** Aircraft Delivery, Description, Price and ***” (identified by “SA-5”) is added to
the Purchase Agreement to incorporate the *** Aircraft to reflect Customer’s purchase of 737-*** Aircraft ***.


 


2.5.          The
Table 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-5”) to:


 


***



 


2.6.          A
new Table 2 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” (identified by “SA-5”)
is added to the Purchase Agreement to add *** 737-*** Aircraft pursuant to the terms of Letter Agreement UAL-PA-04761-LA-2100136 titled
 “Open Matters Relating to *** Model 737-*** Aircraft”. On or before ***, in accordance with Section 3 of
Letter Agreement UAL-PA-04761-LA-2100136, a new Table 1 applicable to the *** 737-***
Aircraft will replace Table 2 to provide *** of each *** 737-*** Aircraft.


 






    	UAL-PA-04761
	SA-5, Page 2


BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


		3.	Exhibits.



 


3.1.          Exhibit
A titled “737-8 Aircraft Configuration” is deleted in its entirety and replaced with the attached similarly titled Exhibit
A (identified by “SA-5”) to reflect the Customer Configuration Changes for the 737-8 Aircraft.


 


3.2.          Exhibit
A titled “737-10 *** Aircraft Configuration” is added to the Purchase Agreement (identified by “SA-5”)
to reflect addition of *** 737-10 aircraft configuration to the Purchase Agreement.


 


		4.	Letter
                                            Agreements.



 


4.1.          Letter
Agreement No. UAL-PA-04761-LA-l801465R1 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-l801465R2 titled
 “Open Matters 737-9 and 737-10 Aircraft” (identified by “SA-5”) to (i) close out configuration matters
for the 737-8 Aircraft and (ii) add the 737-9 Aircraft to the letter to ***.


 


4.2.          Letter
Agreement No. UAL-PA-04761-LA-1801466 titled “Seller Purchased Equipment” (SPE) (identified by “SA-5”)
is added to the Purchase Agreement to identify elements such as the following regarding SPE:


 


		(i)	Responsibilities
                                            regarding SPE,



 


		(ii)	Configuration
                                            requirements,



 


		(iii)	***



 


		(iv)	***
                                            



 


		(v)	Proprietary
                                            rights,



 


		(vi)	Remedies,



 


		(vii)	Risk
                                            of loss, and



 


		(viii)	Indemnification
                                            requirements,



 


4.3.          Letter
Agreement No. UAL-PA-04761-LA-1801467R2 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-l801467R3 titled
 “Special Matters – 737 MAX Aircraft” (identified by “SA-5”) ***.


 


4.4.          Letter
Agreement No. UAL-PA-04761-LA-l801469 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-l801469R1 titled
 “***” (identified by “SA-5”) to extend applicability of this letter agreement to *** 737-*** aircraft.


 


4.5.          Letter
Agreement No. UAL-PA-04761-LA-1807022R3 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-1807022R4 titled
 “*** Aircraft – 737-10” (identified by “SA-5”) to reflect Customer’s *** Aircraft.


 






    	UAL-PA-04761
	SA-5, Page 3


BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


4.6.          Letter
Agreement No. UAL-PA-04761-LA-2100095 titled “*** Matters for the 737-***” (identified by “SA-5”) is added
to the Purchase Agreement to specify *** consideration applicable to the 737-*** Aircraft.


 


4.7.          Letter
Agreement No. UAL-PA-04761-LA-2100096 titled “Certain Special Matters for the 737-*** Aircraft” (identified by “SA-5”)
is added to the Purchase Agreement to specify *** considerations applicable to the 737-*** Aircraft.


 


4.8.          Letter
Agreement No. UAL-PA-04761-LA-2100136 titled “Open Matters Relating to *** Model 737-*** Aircraft” (identified by “SA-5”)
is added to the Purchase Agreement to specify configuration considerations applicable to the 737-*** Aircraft.


 


4.9.          Letter
Agreement No. UAL-PA-04761-LA-2100718 titled “Special Matters Relating to *** 737-9 Aircraft” (identified by “SA-5”)
is added to the Purchase Agreement to specify considerations applicable to the *** 737-9 Aircraft.


 


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-5, Page 4


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-5, Page 5


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-5
	1.	737-***
    Aircraft Delivery, Description, Price and ***	SA-5
	1.	***
    737-*** Aircraft Delivery, Description, Price and ***	SA-5
	1.	737-
    *** Aircraft
    Delivery, Description, Price and ***	SA-5
	1.	737-***
    Aircraft Delivery, Description, Price and ***	SA-5
	2.	737-*** Aircraft Delivery, Description, Price and ***	SA-5
	 
	EXHIBITS	SA


    NUMBER
	A	737-8
    Aircraft Configuration	SA-5
	A	737-9
    Aircraft Configuration	SA-1
	A	737-10
    *** Aircraft
    Configuration	SA-5
	A	737-10
    Aircraft Configuration	SA-2
	B.	Aircraft
    Delivery Requirements and Responsibilities	 
	 	 	 


 






    	UAL-PA-04761	Table of Contents, Page 1 of 4	SA-5

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


	TABLE
    OF CONTENTS, CONTINUED
	 
	

    SUPPLEMENTAL EXHIBITS	SA

                                                                                 NUMBER

	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	 
	

    LETTER AGREEMENTS	SA
    

NUMBER
	UAL-PA-04761-LA-1801463R2	***
    Matters	SA-4
	UAL-PA-04761-LA-1801464	Demonstration
    Flight Waiver	 
	UAL-PA-04761-LA-1801465R2	Open
    Matters 737-9 and 737-10 Aircraft	SA-5
	UAL-PA-04761-LA-1801466	Seller
    Purchased Equipment	SA-5
	UAL-PA-04761-LA-1801467R3	Special
    Matters – 737 MAX Aircraft	SA-5
	UAL-PA-04761-LA-1801468	***	 
	UAL-PA-04761-LA-1801469R1	***	SA-5
	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-1807022R4	***
    Aircraft – 737-***	SA-5



 






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BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


	TABLE
    OF CONTENTS, CONTINUED
	 
	

    LETTER AGREEMENTS	SA
    

NUMBER
	UAL-PA-04761-LA-1807420	737-9
    Aircraft Model ***	SA-1
	UAL-PA-04761-LA-1807490R1	737-8
    Aircraft and 737-9 Aircraft *** Program	SA-2
	UAL-PA-04761-LA-2001831R1	Certain
    Special Matters	SA-4
	UAL-PA-04761-LA-2100095	***
    Matters for the 737-*** Aircraft	SA-5
	UAL-PA-04761-LA-2100096	Certain
    Special Matters for the 737-*** Aircraft	SA-5
	UAL-PA-04761-LA-2100136	Open
    Matters Relating to *** Model 737-8 Aircraft	SA-5
	UAL-PA-04761-LA-2100718	Special
    Matters Relating to *** 737-9 Aircraft	SA-5



 






    	UAL-PA-04761	Table of Contents, Page 3 of 4	SA-5

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
	Supplemental
    Agreement No. 5 	February
26, 2021


 








    	UAL-PA-04761	Table of Contents, Page 4 of 4	SA-5

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

    Month	Target

    Delivery

    Month	 	***	Manufacturer

    Serial Number	***
    Forecast	Actual
    or Nominal

    Delivery *** *	***
    Estimate	***
    Per Aircraft (Amts. Due/*** Prior to Delivery):
	Number
    of 	Factor	***
    Base	***	***	***	***
	Aircraft	(Airframe)	Price
    Per A/P
	***	***	***	***	***	***	***	***	$***	$***	$***	$***	$***
	 	Total:	 	***	 	 	 	 	 	 	 	 	 



 





	UAL-PA-03776 APR: 116651	 	737-***
                                            Aircraft
	 	Boeing / United Airlines, Inc. Proprietary	Table
                                            1, SA-5, Page 1









     


     


    

 


Table 1 To Purchase Agreement
No. 04761


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



 





	#
    of

    Aircraft	***
    Delivery

    Month	Target

    Delivery

    Month	 	***	Manufacturer

    Serial Number	***
    Forecast	Actual
    or Nominal

    Delivery *** *	***
    Estimate	***
    Per Aircraft (Amts. Due/*** Prior to Delivery):
	Number
    of 	Factor	***
    Base	***	***	***	***
	Aircraft	(Airframe)	Price
    Per A/P
	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	*	Nominal
                                            delivery *** pursuant to Letter Agreement number UAL-PA-04761-LA-1801465R2 entitled "Open
                                            Matters 737-10 Aircraft", as may be subsequently amended.



 


		Note:
                                            Serial Numbers above are provided as guidance only and are subject to change until delivery.



 


^
- ***


+
- ***



 





	UAL-PA-03776 APR: 116651	 	737-***
                                            Aircraft
	 	Boeing / United Airlines, Inc. Proprietary	Table
                                            1, SA-5, Page 2









     


     


    

 


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	Subject
    of Letter No.

    UAL-PA-03776-LA-

    1802280?	Actual
    or

    Nominal Delivery

    *** *	***
    Estimate	***
    Per Aircraft (Amts. Due/*** Prior to Delivery):	 
	Number
    of 	Factor	***
    Base	***	***	***	***
	Aircraft	(Airframe)	Price
    Per A/P
	***	***	***	***	***	***	***	$***	$***	$***	$***	$***
	Total
    in this Table:	***	 	 	 	 	 	 	 



 


	*	Nominal delivery ***
                                            pursuant to Letter Agreement number UAL-PA-04761-LA-1801465R2 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 APR: 116651	 	737-***
                                            Aircraft
	 	Boeing / United Airlines, Inc. Proprietary	Table
                                            1, SA-5, Page 3









     


     


    

 


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	Actual
    or

    Nominal Delivery

    *** *	Escalation
    ***	***
    Per Aircraft (Amts. Due/*** Prior to Delivery):	 
	Number
    of 	Factor	***
    Base	***	***	***	***
	Aircraft	(Airframe)	Price
    Per A/P
	***	***	***	***	***	***	$***	$***	$***	$***	$***
	Total
    in this Table:	***	 	 	 	 	 	 	 



 


		*	Nominal delivery ***
                                            pursuant to Letter Agreement number UAL-PA-04761-LA-1801465R2 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 APR: 116651	 	737-***
                                            Aircraft
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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	Actual
    or Nominal

    Delivery *** *	***
    Estimate	***
    Per Aircraft (Amts. Due/*** Prior to Delivery):
	Number
    of 	Factor	***
    Base	***	***	***	***
	Aircraft	(Airframe)	Price
    Per A/P
	***	***	***	***	***	***	$***	$***	$***	$***	$***
	 	Total:	***	 	 	 	 	 	 	 	 



 


		*	Nominal delivery ***
                                            pursuant to Letter Agreement number UAL-PA-04761-LA-1801465R2 entitled "Open Matters
                                            737-9 and 737-10 Aircraft", including successors thereof.



 


			Note:
                                            Serial Numbers above are provided as guidance only and are subject to change until delivery.



 


^
- ***


+
- ***


 





	UAL-PA-03776 APR: 116651	 	737-***
                                            Aircraft
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                                            1, SA-5, Page 5









     


     


    

 



 


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	Target
    Delivery

    Date	 	***	Manufacturer
    

    Serial Number	Actual
    or 

    Nominal 

    Delivery *** *	***
    Forecast	***
    Estimate	***
    Per Aircraft (Amts. Due/*** Prior to Delivery):
	Number
    of 	Factor	***
    Base	***	***	***	***
	Aircraft	(Airframe)	Price
    Per A/P
	***	***	***	***	***	***	***	***	$***	$***	$***	$***	$***
	 	 	Total:	***	 	 	 	 	 	 	 	 	 
	 ***		 	 	 	 	 	 	 	 	 	 	 



 


*
Nominal *** pursuant to Letter Agreement number UAL-PA-04761-LA-1801465R2 entitled "Open Matters 737-9 & 737-10 Aircraft",
including successors thereof.


Note:
Serial Numbers above are provided as guidance only and are subject to change until delivery.  


 


^
- ***


+
- ***


 


*** 



 


	UAL-PA-03776 APR: 116651	 	737-***
                                            Aircraft
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Table 2 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:  BEFORE Modifications	$***	 	 	 	 
	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:	$***	 	 	 	 
	 	 	 	 	 	 	 
	Non-Refundable
    Deposit per Aircraft:	$***	 	 	 	 



 


^
- ***


 





+
- ***            


 


Applicability
pursuant to § 2.2 of Letter Agreement UAL-PA-04761-LA-2100136 entitled "Open Matters Relating to *** Model 737-*** Aircraft".
 


 


***




 


	 	 
	 	 
	***	***



 


 


	UAL-PA-04761 APR: 116598; Sec.2.2	 	737-***
                                            Aircraft
	 	Boeing / United Airlines, Inc. Proprietary	SA-5,
                                            Table 2 : 737- *** Aircraft, Page 7










    


     


    

 


Table 2 to Purchase Agreement
No. 04761


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


 


	Amounts
    below are illustrative projections for § 2.2 of LA UAL-PA-04761-LA-2100136:   

    737-*** Aircraft Delivery, Description, Price and ***
	 
	 	 	***	 	***
    Forecast	***
    Estimate	***
    Per Aircraft (Amts. Due/*** Prior to Delivery):
	Delivery	Number
    of 	Factor	***
    Base	***	***	***	***
	Date	Aircraft	(Airframe)	Price
    Per A/P
	***	***	***	 	***	$***	$***	$***	$***	$***


 


	UAL-PA-04761 APR: 116598; Sec.2.2	 	737-***
                                            Aircraft
	 	


Boeing / United Airlines, Inc. Proprietary


	SA-5, Table 2 : 737-  *** Aircraft, Page 8













    


     


    

 


Attachment A-1 to Letter
Agreement No. UAL-PA-04761-LA-1807022R4


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	 	 	***	***

    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 *** pursuant to Letter Agreement number UAL-PA-04761-LA-1801465R2 entitled
"Open Matters 737-9 and 737-10 Aircraft", including successors thereof.


 


^
- ***


 





+
- ***



 


	UAL-PA-04761-1807022R4

APR: 116651	 	SA-5,
                                            MAX ***
	 	Boeing / United Airlines, Inc. Proprietary	Att.
                                            A, Page 9










    


     


    

 


Exhibit 1 to UAL-PA-04761-LA-2100136:
Block by Block Comparison of *** Aircraft to Customer’s 737-*** Aircraft


 


	 	B	C	D	E	F	G	H	I	j
	2	ATA	***

     Number	Title	***	***	***	***	***	***
	3	***	 	***	 	 	 	 	 	 
	4	***	***	***	***	***	***	***	***	***


 


 


	Exhibit 1 to UAL-PA-04761-LA-2100136	BOEING PROPRIETARY	Page
                                            10 of 10










    


     


    

 



 


AIRCRAFT CONFIGURATION


 


between


 


THE BOEING COMPANY


 


and


 


United Airlines, Inc.


 


Exhibit A to Purchase Agreement Number 04761


 


for 737-8 Aircraft


 


	UAL-PA-04761-EXA 

737-8 Aircraft	SA-5

                          Page 1






BOEING/UNITED AIRLINES, INC.
PROPRIETARY


 






     


     


    

 


Exhibit A


 


AIRCRAFT CONFIGURATION


 


relating to


 


BOEING MODEL 737-8 AIRCRAFT


 


The Detail Specification is
Boeing document number ***. As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies
will reflect such ***.


 





	UAL-PA-04761-EXA 

737-8 Aircraft	SA-5

                          Page 2





BOEING/UNITED AIRLINES, INC.
PROPRIETARY


 






     


     


    

 


	***
    Number	***
    Feature Description	Price
    / 737-8

    Aircraft in *** $
	***	***	$***
	 	***	$***
	 	GRAND
    TOTAL:	$***


 





	UAL-PA-04761-EXA 

737-8 Aircraft	SA-5

                          Page 3





BOEING/UNITED AIRLINES, INC.
PROPRIETARY


 






     


     


    

 


AIRCRAFT CONFIGURATION


 


between


 


THE BOEING COMPANY


 


and


 


United Airlines, Inc.


 


Exhibit A to Purchase Agreement Number 04761


 


for 737-10 Aircraft ***


 





	UAL-PA-04761-EXA 

737-8 Aircraft ***	SA-5

                              Page 1


BOEING/UNITED AIRLINES, INC.
PROPRIETARY


 






     


     


    

 


Exhibit A


 


AIRCRAFT CONFIGURATION


 


relating to


 


BOEING MODEL 737-10 AIRCRAFT


 


***


 


The
content of this Exhibit A will be defined pursuant to the provisions of Letter Agreement UAL-PA-04761-LA-1801465R2
entitled “Open Matters 737-9 and 737-10 Aircraft”.


 





	UAL-PA-04761-EXA 

737-8 Aircraft ***	SA-5

                              Page 2


BOEING/UNITED AIRLINES, INC.
PROPRIETARY


 






     


     


    

 


	 	The
                                            Boeing Company


P.O. Box 3707


Seattle,
WA 98124 2207





 





UAL-PA-04761-LA-1801465R2


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Open Matters 737-9 and 737-10 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-1801465R1.


 


Given the long period of
time between Purchase Agreement signing and delivery of Customer’s first 737-10 Aircraft; the 737-9 Aircraft and the continued
development of the 737 MAX program, certain elements have not yet been defined. In consideration, Boeing and Customer agree to work together
as the configuration of Customer’s Boeing Model 737-9 and the 737-10 aircraft develops as follows:


 


		1.	Aircraft
                                            Delivery Schedule.



 


1.1        The
scheduled delivery month of Customer’s *** 737-9 Aircraft are provided in Table 1 for the 737-9 Aircraft. The scheduled delivery
month of the 737-10 Aircraft, as of the date of this Letter Agreement is listed in Table 1 of the Purchase Agreement for Customer’s
standard configuration. The scheduled delivery month will be provided in Table 1 for Customer’s ***. Each of these three tables
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 737-9 Aircraft and first 737-10 Aircraft, as applicable, in
each calendar year, Boeing will provide *** for each Aircraft with a Nominal Delivery Month in such calendar year.


 


1.2          Customer
and Boeing will consult on a frequent basis to keep each other informed as to Customer’s fleet plans and Boeing’s production
plans in order to meet the requirements of both parties. Based on such reviews and discussions, Boeing will use commercially reasonable
efforts to meet Customer’s fleet needs when providing the notices required by Article 1.1. Such notices provided by Boeing
will constitute an amendment to the applicable Table 1 of the Purchase Agreement. The amended applicable Table 1 shall be the scheduled
delivery positions for the purposes of applying all provisions of the Purchase Agreements, including without limitation the BFE on-dock
dates, and the ***.


 


	UAL-PA-04761-LA-1801465R2

Open Matters	SA-5 

                         Page 1



BOEING/ UNITED AIRLINES, INC.
PROPRIETARY


 







     


     


    

 





 


		2.	Aircraft
                                            Configuration.



 


2.1         The
initial configuration of Customer's Model 737-10 Aircraft has been defined by Boeing 737-7, 737-8, 737-8200, 737-9, 737-10 Airplane Description
Document No. *** dated *** as described in Article 1 and Exhibit A of the Purchase Agreement (Initial Configuration).
Final configuration of the 737-9 Aircraft and 737-10 Aircraft (Final Configuration) will be completed using the then-current Boeing
configuration documentation in accordance with the following schedule:


 


2.1.1      For
the 737-9, and *** configurations of the 737-10 Aircraft, Boeing has provided Customer with Customer *** packages and Customer has provided
its ***.


 


2.1.2       Within
*** following Final Configuration of the applicable Aircraft, Boeing and Customer will execute a written amendment to the Purchase Agreement
which will reflect the following:


 


2.1.2.1
Changes applicable to the 737-9 and 737-10 aircraft, as applicable, which are developed by Boeing
between the date of signing of the Purchase Agreement and date of Final Configuration for Customer’s *** 737-9 configuration and
*** 737-10 configurations;


 


2.1.2.2
Incorporation into the applicable Exhibit A of the Purchase Agreement, by written amendment, those *** features which have
been agreed to by Customer and Boeing (Customer Configuration Changes);


 


2.1.2.3
Revisions to the applicable Supplemental Exhibit BFE1 to reflect the selection dates and on-dock dates of BFE;


 


2.1.2.4
Changes to the *** Features Prices, and Aircraft Basic Price to adjust for the difference, if any, between the prices estimated
in the applicable Table 1 of the Purchase Agreement for *** features reflected in the Aircraft Basic Price and the actual prices
of the *** features reflected in the Customer Configuration Changes.


 


		3.	Special
                                            Provisions for the 737-10 Aircraft ***.



 


***


 


		4.	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.


 


	UAL-PA-04761-LA-1801465R2

Open Matters	SA-5 

                         Page 2



BOEING/ UNITED AIRLINES, INC.
PROPRIETARY



 






     


     


    

 





 


		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-04761-LA-1801470.


 


Very truly yours,


 


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



 


 


 


 


 


	ACCEPTED
    AND AGREED TO this
	 
	Date:	February 26,
    2021	 



 


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



 





	UAL-PA-04761-LA-1801465R2

Open Matters	SA-5 

                         Page 3


BOEING/ UNITED AIRLINES, INC.
PROPRIETARY


 






     


     


    

 



 


		The Boeing Company

    P.O. Box 3707

    Seattle, WA 98124-2207
	 	 



 


UAL-PA-04761-LA-1801466


 


United Airlines, Inc.





233 South Wacker Drive





Chicago, Illinois 60606


 


		Subject:	Seller Purchased Equipment



 


		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.


 


		1.	General.



 


Seller Purchased Equipment
(SPE) is BFE that Boeing purchases for Customer and that is identified as SPE in the Detail Specification for the Aircraft.


 


		2.	Customer Responsibilities.



 


2.1.         Supplier
Selection.


 


***


 


2.2.         Supplier
Agreements. Customer will enter into initial agreements with the selected suppliers within *** days after the selection date(s) for
the supplier to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting
(ITCM). Customer will enter into final agreements with selected suppliers for the following additional provisions in accordance with
the supplier agreement date(s) within *** days of the ITCM or as otherwise identified by Boeing:


 


***


 


2.3.         Configuration
Requirements. Customer will meet with Boeing and such selected SPE suppliers in the ITCM and any other scheduled meetings in order
to:


 


***


 


	UAL-PA-04761-LA-1801466	SA-5
	Seller Purchased Equipment	Page 1
	BOEING /
    UNITED AIRLINES, INC. PROPRIETARY



 






     


     


    

 





	
	 


 


		3.	Boeing Responsibilities.



 


3.1.         Supplier
Selection.


 


3.1.1.            Bidder's
List. For information purposes, Boeing will submit to Customer a bidder's list of existing suppliers ***.


 


3.1.2.            Request
for Quotation (RFQ). Approximately *** days prior to the supplier selection date(s), Boeing will issue its RFQ inviting potential
bidders to submit bids for *** within *** days of the selection date.


 


3.1.3.            Bidders
Summary. Not later than *** days prior to the supplier selection date(s), Boeing will submit to Customer a summary of the bidders
from which to choose a supplier ***. The summary is based on an evaluation of the bids submitted using price, weight, warranty and schedule
as the criteria.


 


3.2.         Additional
Boeing responsibilities:


 


***


 


		4.	IFE/CCS Software.



 


IFE/CCS may contain software
of the following two types:


 


4.1.         Systems
Software. The software required to operate and certify the IFE/CCS systems on the Aircraft is the Systems Software and is part of
the IFE/CCS.


 


4.2.         Customer’s
Software. The software accessible to the Aircraft passengers which controls Customer’s specified optional features is Customer’s
Software and is not part of the IFE/CCS.


 


***


 


		5.	Price.



 


***


 


		6.	Changes.



 


After Customer’s acceptance
of this Letter Agreement, any changes to the Aircraft SPE configuration may only be made by and between Boeing and the SPE suppliers
at Customer’s request. Customer requested changes to the SPE after execution of this Letter Agreement shall be made by Customer
in writing directly to Boeing for approval and for coordination by Boeing with the SPE supplier. ***


 


	UAL-PA-04761-LA-1801466	SA-5
	Seller Purchased Equipment	Page 2
	BOEING /
    UNITED AIRLINES, INC. PROPRIETARY
	Execution Version
    SA-5 to 737 Purchase Agreement No. 04761, Page 42 of 114



 






     


     


    

 





	
	 


 


		7.	Proprietary Rights.



 


Boeing's obligation to purchase
SPE will not impose upon Boeing any obligation to compensate Customer or any supplier for any proprietary rights Customer may have in
the design of the SPE.


 


		8.	Remedies.



 


8.1.         If
Customer does not perform its obligations as provided in this Letter Agreement, in addition to any other remedies which Boeing may have
by contract or under law, Boeing may:


 


***


 


8.2.         Additionally,
if Customer does not perform its obligations as provided in this Letter Agreement and such non-performance causes the delivery of SPE
seats to not support the delivery of the Aircraft in its scheduled delivery month, Customer agrees that:


 


***


 


		9.	Title and Risk of Loss.



 


Title and risk of loss of
the SPE will remain with Boeing until the Aircraft is delivered to Customer.


 


		10.	Customer's Indemnification of Boeing.



 


Customer will indemnify and
hold harmless Boeing from and against all claims and liabilities, including costs and expenses (including attorneys' fees) incident thereto
or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees
of Customer but not employees of Boeing, or for loss of or damage to any property, including Aircraft, arising out of or in any way connected
with any nonconformance or defect in any SPE and whether or not arising in tort or occasioned in whole or in part by the negligence of
Boeing. This indemnity will not apply with respect to any nonconformance or defect caused solely by Boeing's installation of the SPE.


 


		11.	Definition.



 


For purposes of the above
indemnity, the term Boeing includes The Boeing Company, its divisions, subsidiaries and affiliates, the assignees of each, and
their directors, officers, employees and agents.


 





	UAL-PA-04761-LA-1801466	SA-5
	Seller Purchased Equipment	Page 3
	BOEING /
    UNITED AIRLINES, INC. PROPRIETARY
	Execution Version
    SA-5 to 737 Purchase Agreement No. 04761, Page 42 of 114


 






     


     


    

 





	
	 


 


Very truly yours,


 


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



 





	UAL-PA-04761-LA-1801466	SA-5
	Seller Purchased Equipment	Page 4
	BOEING /
    UNITED AIRLINES, INC. PROPRIETARY
	Execution Version
    SA-5 to 737 Purchase Agreement No. 04761, Page 42 of 114


 






     


     


    

 





	
	 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	February 26,
    2021	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald
    Laderman	 
	 	 
	Its:	Executive
    Vice President and

    Chief Financial Officer	 


 





	UAL-PA-04761-LA-1801466	SA-5
	Seller Purchased Equipment	Page 5
	BOEING /
    UNITED AIRLINES, INC. PROPRIETARY
	Execution Version
    SA-5 to 737 Purchase Agreement No. 04761, Page 42 of 114


 









     


     


    

 





	
	 


 


Attachment A


 


		1.	Supplier Selection.



 


Customer will:


 


1.1.            Select
and notify Boeing of the suppliers and part numbers of the following SPE items by the following dates:


 


	***	***


 





	Attachment A to UAL-PA-04761-LA-1801466	SA-5
	Seller Purchased Equipment	Page 1 of 1
	BOEING /
    UNITED AIRLINES, INC. PROPRIETARY


 






     


     


    

 





		The Boeing Company

    P.O. Box 3707

    Seattle, WA 98124-2207 
	 	 


 


UAL-PA-04761-LA-1801467R3


 


United Airlines, Inc.





233 South Wacker Drive





Chicago, Illinois 60606


 


		Subject:	Special Matters – MAX 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-1801467R2.


 


1.            ***


 


1.1           737-10
***.


 


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


 


1.2           ***


 


1.3           737-9
Aircraft ***.


 


***


 


1.4           737-9
Aircraft ***.


 


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


 


1.5           737-8
Aircraft ***.


 


***


 


1.6           737-8
***.


 


***


 


	UAL-PA-04761-LA-1801467R3	SA-5
	Special Matters	Page 1
	BOEING I
    UNITED AIRLINES PROPRIETARY



 






     


     


    

 





	
	 


 


1.7           ***
737-8 ***.


 


***


 


2.            ***


 


Unless otherwise noted, the
amounts of the *** stated in (i) Paragraphs 1.1 through 1.2 *** are in *** for 737-10 Aircraft; and (i)  Paragraphs 1.3
through 1.7 *** are in *** for 737-8 and 737-9 Aircraft. The *** will be ***


 


3.            737
***.


 


***


 


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.


 


5.            Assignment.


 


Unless otherwise noted herein,
the *** 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-1801467R3	SA-5
	Special Matters	Page 2
	BOEING I
    UNITED AIRLINES PROPRIETARY
	Execution Version
    SA-5 to 737 Purchase Agreement No. 04761, Page 48 of 114



 






     


     


    

 





	
	 


 


	ACCEPTED AND AGREED
    TO this	 
	 	 
	Date:	 	February 26,
    2021	 
	 	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/
    Gerald Laderman	 
	 	 
	Its:	Executive
    Vice President and 

    Chief Financial Officer	 


 





	UAL-PA-04761-LA-1801467R3	SA-5
	Special Matters	Page 3
	BOEING I
    UNITED AIRLINES PROPRIETARY
	Execution Version
    SA-5 to 737 Purchase Agreement No. 04761, Page 48 of 114


 



     


     


    

 



 


	 	The Boeing Company 

    P.O. Box 3707 

    Seattle, WA 98124 2207





 


UAL-PA-04761-LA-1801469R1


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	***



 


		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-1801469 dated May 15, 2018.


 


Subject to the terms, provisions,
and conditions described herein, ***


 


1.            Customer's
***.


 


Boeing *** Customer, ***
as described in paragraph 3 below, *** for the respective model type. The Effective Date of such *** shall be the date that *** to Customer,
unless otherwise mutually agreed to. *** not later than *** after receipt of Customer's written request.


 


2.            ***


 


At the time of delivery of
each Covered Aircraft, or *** after delivery of a Covered Aircraft, ***. Such *** shall be ***, identifying the Covered Aircraft Manufacturer's
Serial Number (MSN), the delivery date and the Effective Date of the ***.


 


3.            ***


 


Customer shall *** in accordance
with either the *** set forth below, at Customer's option.


 


***


 


	UAL-PA-04761-LA-1801469R1	 	SA-5




 


	***	 	Page 1




 


BOEING/UNITED AIRLINES, INC. PROPRIETARY


 



     


     


    

 


 


 


4.            ***


 


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-04761-LA-1801470.


 


Very truly yours,


 


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



 


 


	UAL-PA-04761-LA-1801469R1	 	SA-5




 


	***	 	Page 2




 


BOEING/UNITED AIRLINES, INC. PROPRIETARY


 



     


     


    

 


 


 


	 	 
	ACCEPTED
    AND AGREED TO this	 
	 	 
	Date:	February 26,
    2021	 
	 	 
	 	 
	UNITED
    AIRLINES, INC.	 
	 	 
	By:	Gerald
    Laderman	 
	 	 
	Its:	Executive
    Vice President and Chief Financial Officer	 



 


Attachment A to Letter Agreement UAL-PA-04761-LA-1801469R1


 


Date:      ____________________


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Attention:	Technical
                                            Department



 


	Reference:	Letter Agreement UAL-PA-04761-LA-1801469R1 to Purchase Agreement 04761 ***



  


Very truly yours,


 


THE BOEING COMPANY


 


	By:	Irma L. Krueger	 
	 	 
	Its:	Attorney-in-Fact	 




 


 


	UAL-PA-04761-LA-1801469R1	 	SA-5




 


	***	 	Page 3




 


BOEING/UNITED AIRLINES, INC. PROPRIETARY


 






     


     


    

 


Attachment A: ***


 


***


 


 


	Attachment A to UAL-PA-04761-LA-1801469R1	 	SA-5




 


	***	 	Page 1




 


BOEING / UNITED AIRLINES, INC. PROPRIETARY



 






     


     


    




 


Attachment B to Letter Agreement UAL-PA-04761-LA-1801469R1


 


***


 


 


	Attachment A to UAL-PA-04761-LA-1801469R1	 	SA-5




 


	***	 	Page 2




 


BOEING / UNITED AIRLINES, INC. PROPRIETARY



 






     


     


    

 


	 	The Boeing Company

    P.O. Box 3707 

    Seattle, WA 98124-2207




 


 


UAL-PA-04761-LA-1807022R4


 


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. This Letter Agreement supersedes and replaces in its entirety
Letter Agreement UAL-PA-04761-LA-1807022R3 dated June 30, 2020.


 


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 as *** aircraft (***
Aircraft).


 


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 the *** which would result pursuant to the provisions of Article 3.1.


 


 


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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.  ***.


 


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 ***.


 


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 ***.


 


6.3            ***


 


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.


 


 


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BOEING / UNITED AIRLINES, INC. PROPRIETARY


 



     


     


    

 


 


 


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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BOEING / UNITED AIRLINES, INC. PROPRIETARY


 






     


     


    

 






 


	ACCEPTED
                                            AND AGREED TO this
	 
	 	 
	Date:	February 26,
    2020	 
	 	 
	 	 
	UNITED
    AIRLINES, INC.	 
	 	 
	By:	/s/
    Gerald Laderman	 
	 	 
	Its:	Executive
    Vice President and Chief Financial Officer	 
	 	 	 	 


 


 


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	*** – 737-***	 	Page 4




 


BOEING / UNITED AIRLINES, INC. PROPRIETARY


 






     


     


    





 


		The
                                            Boeing Company

                                            P.O. Box 3707

                                            Seattle, WA 98124-2207
	 	 



 


UAL-PA-04761-LA-2100095


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	*** Matters for the 737-8 *** Aircraft (*** Aircraft)



 


	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.


 


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.


 


***


 


***
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 ***.


 


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.


 


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	*** Matters	Page 1



 


BOEING/UNITED AIRLINES, INC. PROPRIETARY



     


     


    

 





 


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	 




 




 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	February 26, 2021                	 






 


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

                                           Chief Financial Officer
	 



 


	UAL-PA-04761-LA-2100095	SA-5



	*** Matters	Page 2




 


BOEING/UNITED AIRLINES, INC. PROPRIETARY



     


     


    

 





		The
                                            Boeing Company

                                            P.O. Box 3707

                                            Seattle, WA 98124-2207
	 	 


 


UAL-PA-04761-LA-LA-2100096


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Certain Special Matters for the 737-8 ***
                                            Aircraft (*** 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.


 


1.            ***


 


At the time of delivery of each such *** Aircraft,
unless otherwise noted, Boeing will provide to Customer the following ***:


 


	***	***
	***	$***


 


2.            ***


 


3.            Applicability
of Certain Letter Agreements to *** Aircraft.


 


The
terms of the Letter Agreements in the following table shall apply to each *** Aircraft with the defined term “Aircraft” being
deemed to be replaced with the defined term “*** Aircraft”. If Boeing or Customer determines that the references and
deemed inclusions described in this Section 3 should be further amended, then Boeing and Customer will work together for a mutually
agreeable solution.


 


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BOEING / UNITED AIRLINES PROPRIETARY



     


     


    

 





 


	Letter
    Agreement Applying to *** Aircraft
	3.1       ***
    pursuant to Letter Agreement UAL-PA-04761-LA-1801469R1
	3.2       ***
    pursuant to Letter Agreement UAL-PA-04761-LA-1801474
	3.3       Assignment
    pursuant to Letter Agreement UAL-PA-04761-LA-1801472


 


4.            Assignment.


 


Unless otherwise noted herein,
the *** described in this Letter Agreement ***. 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. ***.


 


5.            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	 





 


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	Special Matters	Page 2





 


BOEING / UNITED AIRLINES PROPRIETARY







     


     


    

 





 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	February 26, 2021	 






 


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

    Chief Financial Officer	 


 


	UAL-PA-04761-LA-LA-2100096	SA-5




	Special Matters	Page 3





 


BOEING / UNITED AIRLINES PROPRIETARY






     


     


    

 


		The
                                            Boeing Company

                                            P.O. Box 3707

                                            Seattle, WA 98124-2207
	 	 


 


UAL-PA-04761-LA-2100136


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Open Matters Relating to *** Model 737-8
                                            Aircraft



 


	Reference:	(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 between
                                            The Boeing Company (Boeing) and United Airlines, Inc. (Customer) 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 or the AGTA, as the context requires.


 


1.            Background.


 


Given timing and nature of
the Parties’ agreement related to the purchase of *** 737-8 Aircraft with *** (*** Aircraft), the Parties agree and hereby
acknowledge that certain elements have not been defined. Therefore, Boeing and Customer agree to work together as *** Aircraft delivery
program develops as related herein.


 


2.            Configuration
Revisions.


 


2.1          The
following configuration items will be incorporated onto the *** Aircraft prior to actions under Section 2.2 herein.


 


***


 


* -The terms of Letter Agreement
UAL-PA-04761-LA-1801469 will apply to each *** Aircraft.


 


2.2            ***


 


2.3          To
the extent Customer requests further changes that are in addition to the Modification changes to the *** Aircraft under Section 2.2
of this Letter Agreement, such further changes will be subject to *** between Customer and Boeing.


 


3.            Amendment
for *** Aircraft Elements.


 


Boeing will provide a written
amendment to the Purchase Agreement (Amendment). Customer will execute an Amendment to address the items below:


 


3.1          On
or before *** Boeing will provide a revised Table 1 for the *** Aircraft which will specify the scheduled delivery month of each of the
*** Aircraft in place of the Table 2 to the Purchase Agreement. Such replacement Table 1 will take into account the scheduled delivery
requirements set forth in Table 2 in effect at the date of this Letter Agreement.


 


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BOEING / UNITED AIRLINES PROPRIETARY




     


     


    

 





 


3.2          Additionally,
the parties will execute any other additional letter agreements or exhibits or supplemental exhibits that the parties deem necessary
to deliver the *** Aircraft to Customer in such Amendment or in a subsequent Amendment.


 


4.            Buyer
Furnished Equipment.


 


Exhibit A, “Buyer
Furnished Equipment Provisions Document”, to the AGTA will fully govern the responsibilities and obligations of the Parties for
BFE identified in the ***.


 


5.            Assignment.


 


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


 


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	 


 


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	Open Matters Relating to *** Model 737-8 Aircraft	Page 2






 


BOEING / UNITED AIRLINES PROPRIETARY






     


     


    

 





 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	February 26, 2021	 




 


 


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

                                                                Chief
                                            Financial Officer
	 


 


	UAL-PA-04761-LA-2100136	SA-5





	Open Matters Relating to *** Model 737-8 Aircraft	Page 3



 


BOEING / UNITED AIRLINES PROPRIETARY



     


     


    

 





		The
                                            Boeing Company

                                            P.O. Box 3707

                                            Seattle, WA 98124-2207
	 	 


 


UAL-PA-04761-LA-2100718


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Certain Special Matters for the *** 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.


 


1.            Definitions.


 


***
Aircraft means the *** Aircraft comprised of


 


***


 


2.            ***
for the *** 737-9 Aircraft.


 


In addition to the *** specified
in Sections 1.3 and 1.4 of Letter Agreement UAL-PA-04761-LA-1801467R3 titled “Special Matters - MAX Aircraft”, at the time
of delivery Boeing shall ***.


 


3.            ***
Provisions for the *** 737-10 Aircraft.


 


3.1            In
addition to the *** specified in Section 1.1 of Letter Agreement UAL-PA-04761-LA-1801467R3 titled “Special Matters - MAX Aircraft”,
each *** 737-10 Aircraft ***.


 


***


 


4.            Assignment.


 


Unless otherwise noted herein,
the *** described in this Letter Agreement are provided as *** 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 ***.


 


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5.            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-2100718	SA-5
	Special Matters *** Aircraft	Page 2


 


BOEING / UNITED AIRLINES
PROPRIETARY



     


     


    

 





 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	February 26, 2021	 






 


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

                                                                Chief
                                            Financial Officer
	 


 


	UAL-PA-04761-LA-2100718	SA-5
	Special Matters *** Aircraft	Page 3


 


BOEING / UNITED AIRLINES
PROPRIETARY