Exhibit 10.11


 


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. 6 to


 


PURCHASE AGREEMENT NUMBER 04761


 


between


 


THE BOEING COMPANY


 


and


 


United
Airlines, Inc.


 


relating to


 


Boeing
Model 737 MAX Aircraft


 


THIS SUPPLEMENTAL AGREEMENT
No. 6 (SA-6) is entered into as of June 27, 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)	Specify
                                            the scheduled delivery *** for *** 737-*** Aircraft;



 


		(ii)	Reflect
                                            Boeing and Customer’s agreement to add



 


		(a)	one
                                            hundred fifty (150) Boeing model 737-10 aircraft (*** 737-10 Aircraft); and



 


		(b)	an
                                            aggregate quantity of fifty (50) Boeing model 737-8 aircraft (the *** 737-8 Aircraft);



 


into the Purchase Agreement including
the *** terms relating to such Aircraft;


 


		(iii)	Revise
                                            the *** provisions to provide certain accommodations;



 


		(iv)	Revise
                                            certain *** terms relating to *** Boeing model 737-*** aircraft ***;



 


		(v)	Revise
                                            certain ***;



 


		(vi)	***;



 


		(vii)	Reflect
                                            Boeing and Customer’s agreement to *** into the Purchase Agreement;



 


		(viii)	Revise
                                            aircraft ***;



 


		(ix)	Provide
                                            *** applicable to the 737-8 Aircraft;



 



    	UAL-PA-04761	 	SA-6, Page 1
	 	 	 
	BOEING / UNITED AIRLINES, INC. PROPRIETARY



     


    




 


		(x)	Incorporate
                                            information regarding Boeing development of an airline operational efficacy (AOE)
                                            program; and



 


		(xi)	Incorporate
                                            *** in the event of a *** 737-10 Aircraft.



 


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-6”).


 


		2.	Tables, Exhibits.



 


2.1.           
The Table 1 titled “737-8 Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with
the attached similarly titled Table 1 (identified by “SA-6”) to reflect certain revisions in Seller Purchased Equipment and
Buyer Furnished Equipment.


 


2.2.           
A new Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” (identified by “SA-6”)
is added to the Purchase Agreement to incorporate *** 737-8 Aircraft.


 


2.3.           
A new Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” (identified by “SA-6”)
is added to the Purchase Agreement to incorporate *** 737-8 Aircraft.


 


2.4.           
Table 2 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with
the attached Table 2 (identified by “SA-6”).


 


2.5.           
Exhibit A entitled “737-10 Aircraft Configuration” is deleted in its entirety and replaced with the attached similarly
titled Exhibit A (identified by “SA-6”) to incorporate an updated configuration estimate for the *** 737-10 Aircraft.


 


		3.	Letter
                                            Agreements.



 


3.1.           
Letter Agreement No. UAL-PA-04761-LA-l801463R2 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-l801463R3
titled “*** Matters” (identified by “SA-6”) to add certain accommodations of the *** provisions.


 


3.2.           
Letter Agreement No. UAL-PA-04761-LA-l801467R3 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-l801467R4
titled “Special Matters – MAX Aircraft” (identified by “SA-6”) to add *** (as that term is defined therein),
and *** and specified in Table 1 titled “737-*** Aircraft Delivery, Description, Price and ***”.


 


3.3.           
Letter Agreement No. UAL-PA-04761-LA-l801469R1 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-l801469R2
titled “***” (identified by “SA-6”) to revise the reporting period.


 


3.4.           
Letter Agreement No. UAL-PA-04761-LA-l801478 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-l801478R1
titled “Delivery *** Matters” (identified by “SA-6”) to ***.


 






    	UAL-PA-04761	 	SA-6, Page 2
	 	 	 
	BOEING / UNITED AIRLINES, INC. PROPRIETARY



     


    

 


3.5.           
Letter Agreement No. UAL-PA-04761-LA-l807022R4 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-l807022R5
titled “*** Aircraft – 737-***” (identified by “SA-6”) to reflect ***.


 


3.6.           
Letter Agreement No. UAL-PA-04761-LA-1807420 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-1807420R1
titled “737-*** and 737-*** Aircraft ***” (identified by “SA-6”) to ***.


 


3.7.           
Letter Agreement No. UAL-PA-04761-LA-1900347 titled “737-8 ***” (identified by “SA-6”) is added to the
Purchase Agreement to provide the *** applicable to the 737-8 Aircraft.


 


3.8.           
Letter Agreement No. UAL-PA-04761-LA-2100718 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-2100718R1
titled “Certain Special Matters for the ***” (identified by “SA-6”) to add *** (as that term is defined therein),
and conditions on such ***, applicable to the *** Aircraft.


 


3.9.           
Letter Agreement No. UAL-PA-04761-LA-2103100 titled “Airline Operational Efficacy Matters” (identified by “SA-6”)
is added to the Purchase Agreement to provide guidance regarding AOE matters.


 


3.10.       
Letter Agreement No. UAL-PA-04761-LA-2103236 titled “***” (identified by “SA-6”) is added to the Purchase
Agreement to provide *** in the event of a 737-10 Aircraft ***.


 


		4.	Miscellaneous.



 


Boeing
and Customer agree that ***.


 


***



 


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-6, 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-6, 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 ***	SA-6
	1.	***
    737-*** Aircraft Delivery, Description, Price and ***	SA-6
	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-6
	1.	***
    Incremental 737-*** Aircraft Delivery, Description, Price and ***	SA-6
	2.	737-***
    Aircraft Delivery, Description, Price and ***	SA-6



 


TABLE
OF CONTENTS, CONTINUED




 


	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-6
	B.	Aircraft
    Delivery Requirements and Responsibilities	 


 






    	UAL-PA-04761	Table of Contents, Page 1 of 5	 SA-6
	 	 	 
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 


	

    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-1801463R3	***
    Matters	SA-6
	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-1801467R4	Special
    Matters – 737 MAX Aircraft	SA-6
	UAL-PA-04761-LA-1801468	***	 
	UAL-PA-04761-LA-1801469R2	***	SA-6



 






    	UAL-PA-04761	Table of Contents, Page 2 of 5	 SA-6
	 	 	 
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 


TABLE
OF CONTENTS, CONTINUED




 


	

    LETTER AGREEMENTS	 	SA
    

    NUMBER
	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-1801478R1	Delivery
    *** Matters	SA-6
	UAL-PA-04761-LA-1807022R5	***
    Aircraft – 737-***	SA-6
	UAL-PA-04761-LA-1807420R1	737-***
    and 737-*** Aircraft Model ***	SA-6
	UAL-PA-04761-LA-1807490R1	737-***
    Aircraft and 737-*** Aircraft ***	SA-2
	UAL-PA-04761-LA-1900347	737-8
    ***	SA-6
	UAL-PA-04761-LA-2001831R1	Certain
    Special Matters	SA-4
	UAL-PA-04761-LA-2100095	*** Matters
    for the 737-8 *** Aircraft	SA-5
	UAL-PA-04761-LA-2100096	Certain
    Special Matters for the 737-8 *** Aircraft	SA-5
	UAL-PA-04761-LA-2100136	Open
    Matters Relating to *** Model 737-8 Aircraft	SA-5
	UAL-PA-04761-LA-2100718R1	Special
    Matters Relating to *** 737-9 Aircraft	SA-6



 


TABLE
OF CONTENTS, CONTINUED




 


	

    LETTER AGREEMENTS	SA
    

    NUMBER
	UAL-PA-04761-LA-2100136	Open
    Matters Relating to *** Model 737-*** Aircraft	SA-5
	UAL-PA-04761-LA-2103100	Airline
    Operational Efficacy Matters	SA-6
	UAL-PA-04761-LA-2103236	***	SA-6



 






    	UAL-PA-04761	Table of Contents, Page 3 of 5	 SA-6
	 	 	 
	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
	Supplemental
    Agreement No. 6	June 27, 2021


 






    	UAL-PA-04761	Table of Contents, Page 4 of 5	 SA-6
	 	 	 
	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:	 	$***	 	 	 	 



 


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


 


  *
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: 117224.TXT	737-*** Aircraft
	 	Table 1, SA-6, Page 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:	 	$***	 	 	 	 


 


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


 


  *
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, if any are included, are provided as guidance only and are subject to change until delivery.


 


^
- ***


 


+
- ***


 








    	UAL-PA-03776 APR: 117225.TXT	737-*** Aircraft
	 	Table 1, SA-6, Page 2
	 	 
	Boeing / United Airlines, Inc. Proprietary



     


    

 


 



 


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:	$***	 	 	 	 	 
	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 delivery *** 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: 117224.TXT	737-*** Aircraft
	 	Table 1, SA-6, Page 3
	 	 
	Boeing / United Airlines, Inc. Proprietary



     


    

 


Attachment A-1 to Letter
Agreement No. UAL-PA-04761-LA-1807022R5 

*** 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	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 delivery *** 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: 117224.TXT	737-*** Aircraft
	 	Table 1, SA-6, Page 4
	 	 
	Boeing / United Airlines, Inc. Proprietary



     


    

 



 


Attachment A-1 to Letter
Agreement No. UAL-PA-04761-LA-1807022R5

*** 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	 	 	***	***	***	Actual
    or Nominal

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



 


*
***


 


^
- ***


+
- ***


 






    	UAL-PA-04761-1807022R5	SA-6, MAX***
	APR: 117054	Att. A, Page 5
	Boeing / United Airlines, Inc. Proprietary



     


    

 




 


*Note: Rapid Revisions are
standalone engineering and may affect the intent of the option data.


 


Attachment
F:  Part 2, Form of Exhibit 1 to UAL-PA-04761-LA-2103124: *** 
 of *** Aircraft to Customer’s 737-*** Aircraft




 


	ATA	***
    Number	Title	***	***	***	***	***
	 	***	***	***	***	***	***	***


 






    
		SA-6
	Exhibit 1 to UAL-PA-04761-LA-2103124	Page 6 of 7
	BOEING / UNITED AIRLINES PROPRIETARY




     


    

 














 


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:	***	***
	Optional 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".	 



 






     


     


    

 


Table
2 to Purchase Agreement No. 04761


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



 





Nominal
delivery month data are provided below. 
 The delivery month will be ***




 


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


  



     


     


    




 


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	SA-6
	737-10 Aircraft	Page 1

BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    

 


Exhibit A


 


AIRCRAFT CONFIGURATION


 


relating to


 


*** BOEING
MODEL 737-10 AIRCRAFT


 


The
Detail Specification is Boeing document number *** 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	SA-6
	737-10 Aircraft	Page 2

BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    

 


	***
    Number	Title	Price
    / each of 

    the ***	***
    Price / ***
	***	***	***	***
	 	TOTALS:	$***	$***
	 	GRAND
    TOTAL:	$***	$***


 








    
	UAL-PA-04761-EXA	SA-6
	737-10 Aircraft	Page 3

BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    

 



 


	 	The
                                            Boeing Company 

                                            P.O. Box 3707 

                                            Seattle, WA 98124-2207
	 	 
	 	 



 


UAL-PA-04761-LA-1801463R3


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	*** Matters
	 	 



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



		2)	Aircraft General Terms Agreement dated as
                                            of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA)



 


This letter agreement (Letter
Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the
same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801463R2
dated June 30, 2020.


 


The Purchase Agreement incorporates
the terms and conditions of the AGTA between Boeing and Customer. This Letter Agreement modifies certain terms and conditions of the
AGTA with respect to the Aircraft.


 


1.                           
***.


 


2.                            
***.


 


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


 


3.                             ***.


 


3.2      
If for any reason, any Table 1 to the *** is amended, including but not limited, to change the: ***. Any corresponding amendment
to this Letter Agreement will be made in a manner consistent with the terms and conditions associated with the Initial Aircraft.


 


4.                             ***


 


5.                             Re-Allocation
of ***.


 


6.                             ***.


 


In addition to applicability
to ***, the provisions of Section 2 herein shall apply to the ***.


 






    
	UAL-PA-04761-LA-1801463R3	SA-6
	*** Matters	Page 1

BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


7.                             ***
Rights.


 


7.1             
Customer agrees that ***.


 


7.2             
In the event Boeing *** to Boeing pursuant to Section 7.1, absent instruction from Boeing to the contrary, Customer shall, ***
under the Purchase Agreement as amended by this Letter Agreement. Customer will ***.


 


7.3             
For all purposes of this Section 7, including without limitation, notice, *** or any other application, ***. Boeing expressly
reserves all of its rights and remedies under any agreement and applicable law.


 


8.                            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.


 


9.                            Assignment.


 


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


 


If the foregoing correctly
sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval
below.


 


Very truly yours,


 


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



 






    
	UAL-PA-04761-LA-1801463R3	SA-6
	*** Matters	Page 2

BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 June
    27, 2021	 
	 	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	 
	Its:	Executive Vice
    President and Chief Financial Officer	 


 






    
	UAL-PA-04761-LA-1801463R3	SA-6
	*** Matters	Page 3

BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    

 





	 	The
                                            Boeing Company 

                                            P.O. Box 3707 

                                            Seattle, WA 98124-2207
	 	 
	 	 


 


UAL-PA-04761-LA-1801467R4


 


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-1801467R3.


 


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
***.


 


***.


 


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-080R1, as amended.


 


1.5           737-8
Aircraft ***.


 


***.


 


1.6           737-8
***.


 


***.


 






    
	UAL-PA-04761-LA-1801463R4	SA-6
	Special Matters	Page 1

BOEING/UNITED AIRLINES PROPRIETARY


     


    

 


 


 


1.7          
*** 737-8 ***.


 


***.


 


1.8           ***.


 


1.8.1       
***.


 


	Table
    Reference	Description	Quantity
    of Aircraft
	1	737-***
    *** Aircraft Delivery, Description, Price and ***	***
	1	***
    737-*** Aircraft Delivery, Description, Price and ***	***
	 	Total	 


 


1.8.2       
At the time of delivery of each 737-10 *** Aircraft, Boeing shall issue to Customer a ***.


 


1.8.3       
Pursuant to the terms set forth in this Section 1.8.3, Customer will not be ***


 


1.8.3.4         For
purposes of Section 1.8, an ***.




 


2.             
***.


 


Unless otherwise noted, the
amounts of the *** stated in (i) Sections 1.1 through 1.2 *** are in *** for 737-10 Aircraft; and (i)  Sections 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.


 






    
	UAL-PA-04761-LA-1801463R4	SA-6
	Special Matters	Page 2

BOEING/UNITED AIRLINES PROPRIETARY


     


    

 


 


 


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-1801463R4	SA-6
	Special Matters	Page 3

BOEING/UNITED AIRLINES PROPRIETARY


     


    

 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	June 27 , 2021	 
	 	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	 
	Its:	Executive Vice President and
    Chief Financial Officer	 


 






    
	UAL-PA-04761-LA-1801463R4	SA-6
	Special Matters	Page 4

BOEING/UNITED AIRLINES PROPRIETARY


     


    

 



 


		The Boeing Company

    P.O. Box 3707 

    Seattle, WA 98124 2207



 


UAL-PA-04761-LA-1801469R2


 


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-1801469R1
dated February 26, 2021.


 


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


 


		1.	Customer's ***.



 


Boeing *** to 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-1801469R2
 ***	BOEING/UNITED AIRLINES PROPRIETARY	 SA-6
Page 1




     


    

 


 


 





		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	 



 






    	UAL-PA-04761-LA-1801469R2
 ***	BOEING/UNITED AIRLINES PROPRIETARY	 SA-6
Page 2




     


    

 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	June
    27, 2021	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	 
	Its:	Executive Vice
    President and Chief Financial Officer	 


 






    	UAL-PA-04761-LA-1801469R2
 ***	BOEING/UNITED AIRLINES PROPRIETARY	 SA-6
Page 3




     


    

 


 


 


Attachment A to Letter Agreement UAL-PA-04761-LA-1801469R2


 


Date:     ____________________


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Attention:	Technical Department



 


	Reference:	Letter Agreement UAL-PA-04761-LA-1801469R2 to Purchase Agreement 04761
	 	 



***.


 


Very truly yours,


 


THE BOEING COMPANY


 


	By:	 	 



 


	Its:	 	 



 






    	Attachment
                                            A to UAL-PA-04761-LA-1801469R2
 ***	BOEING/UNITED
                                            AIRLINES PROPRIETARY	SA-6
Page
                                            2




     


    

 


 


 


Attachment A: to Letter Agreement UAL-PA-04761-LA-1801469R2

***


 


***


 






    	Attachment
                                            A to UAL-PA-04761-LA-1801469R2
 ***	BOEING/UNITED
                                            AIRLINES, INC. PROPRIETARY	SA-6
Page
                                            1




     


    

 


 


 


Attachment B to Letter
Agreement UAL-PA-04761-LA-1801469R2


***


 

 






    	Attachment
                                            B to UAL-PA-04761-LA-1801469R2
 ***	BOEING/UNITED
                                            AIRLINES, INC. PROPRIETARY	SA-6
Page
                                            1




     


    

 



 





	 	The Boeing Company

                         P.O. Box 3707

                         Seattle, WA 98124-2207




 


 


UAL-PA-04761-LA-1801478R1


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Delivery *** Matters



 


		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-1801478.


 


1.            
***.


 


*** has requested, and ***
has agreed to provide, *** in respect of ***. Boeing will provide *** in respect of *** Aircraft subject to the terms and conditions
contained in this Letter Agreement.


 


1.1             
***.


 


1.2             
Notice Requirement. Customer *** shall be made by providing Boeing with advance written notification in accordance with
requirements specified in Attachment 1 to this Letter Agreement.


 


1.3             
***.


 






    
	UAL-PA-04761-LA-1801478R1	SA-6
	Delivery *** Matters	Page 1
	 	 

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


2.            
Reciprocal ***.


 


Should *** successfully exercise
its ***) pursuant to the terms of this Letter Agreement, *** will be provided with a *** in respect of any *** subject to the following
terms and conditions:


 


2.1             
Each *** may ***.


 


2.2             
*** will be provided with *** after every *** successfully exercised ***. Unless exercised pursuant to the terms and conditions
of this Letter Agreement, each *** will terminate *** months from the first day of the month that such *** is made available to ***.


 


2.3             
*** must exercise each *** by providing *** with written notification at least *** prior to the first day of the *** or *** of
the *** for which the *** will be applied to.


 


3.            
Definitive Agreement.


 


If Customer agrees with the
***. The Supplemental Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter
Agreement. In the event the parties, despite having *** in reaching a Supplemental Agreement without delay, have not entered into a Supplemental
Agreement within ***, either party may ***. If Customer and Boeing *** specified in the then current Table 1 in effect at that time.


 


4.            
BFE / SPE Matters.


 


Subject to Boeing having
***


 


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.


 






    
	UAL-PA-04761-LA-1801478R1	SA-6
	Delivery *** Matters	Page 2
	 	 

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	 





 







    
	UAL-PA-04761-LA-1801478R1	SA-6
	Delivery *** Matters	Page 3
	 	 

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	June
27, 2021 	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	 
	Its:	Executive Vice President
and Chief Financial Officer	 



 






    
	UAL-PA-04761-LA-1801478R1	SA-6
	Delivery *** Matters	Page 4
	 	 

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


ATTACHMENT 1 TO UAL-PA-04761-LA-1801478R1


 


PART 1: PROVISIONS APPLICABLE TO

*** AIRCRAFT


 


	***
	Column
    1	Column
    2	Column
    3
	***	***	***


 


PART 2: PROVISIONS APPLICABLE TO

*** AIRCRAFT


 


	***
	Column
    1	Column
    2	Column
    3
	***	***	***


 


	PART
    2:  PROVISIONS APPLICABLE TO *** AIRCRAFT
	Column
    1	Column
    2	Column
    3
	***	***	***





 






    
	Attachment 1 to UAL-PA-04761-LA-1801478R1	SA-6
	Delivery *** Matters	Page 2
	 	 

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 



 


	 	The
                                            Boeing Company 

                                            P.O. Box 3707 

                                            Seattle, WA 98124-2207 
	 	 



 


UAL-PA-04761-LA-1807022R5


 


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-1807022R4
dated February 26, 2021.


 


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.


 


4.                 
Price.


 


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


 






    
	UAL-PA-04761-LA-1801463R5	SA-6
	*** Aircraft – 737-***	Page 1
	 	 

BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


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 ***.


 


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


 


6.1.1                   
Subject to ***, on or before the date ***; or


 


6.1.2                   
On or on or before the date *** (the date in Section 6.1.1 and in Section 6.1.2, as applicable, are referred to herein as the
*** Date).


 


6.2             
After receipt of Customer’s ***.


 


***


 


7.                 
Definitive Agreement.


 


Following Customer’s
*** the parties will sign a definitive agreement for the purchase of such *** Aircraft (Definitive Agreement) ***. 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 ***.


 


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.


 






    
	UAL-PA-04761-LA-1801463R5	SA-6
	*** Aircraft – 737-***	Page 2
	 	 

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	 





 






    
	UAL-PA-04761-LA-1801463R5	SA-6
	*** Aircraft – 737-***	Page 3
	 	 

BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


	ACCEPTED AND AGREED TO this
	 
	 	 
	Date:	June
    27, 2021	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	 
	Its:	Executive Vice
    President and Chief Financial Officer	 


 






    
	UAL-PA-04761-LA-1801463R5	SA-6
	*** Aircraft – 737-***	Page 4
	 	 

BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    

 


Attachment A-1 to Letter Agreement No. UAL-PA-04761-LA-1807022R5 

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



 






    	UAL-PA-04761-1807022R5	SA-6, MAX***
	APR: 117054	Att. A, Page &[Page]
	 	 
	BOEING / UNITED AIRLINES, INC. PROPRIETARY



     


    

 


	 	The
                                            Boeing Company 

                                            P.O. Box 3707 

                                            Seattle, WA 98124-2207 
	 	 


 


UAL-PA-04761-LA-1807420R1


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	737-*** and 737-*** 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. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1807420
dated September 25, 2018.


 


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


 


***


 


For this Letter Agreement,
each such resulting aircraft *** referred to above shall be defined to be a *** Aircraft.


 


		1.	Customer’s Written Notice.



 


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


 


For the intended *** Aircraft:


 


		(i)	No later than the first day of the
                                            month that is indicated in the table below:



 


***


 


(i)       For
the intended ***




 


***


 






    
	UAL-PA-04761-LA-1807420R1	SA-6
	Aircraft Model ***	Page 1
	 	 

BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


                                 ***


 


4.                              Definitive
Agreement.


 


***


 


6.                                 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.


 


7.                                         
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-1807420R1	SA-6
	Aircraft Model ***	Page 2
	 	 

BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	June 27, 2021	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	 
	Its:	Executive Vice President and
    Chief Financial Officer	 



 






    
	UAL-PA-04761-LA-1807420R1	SA-6
	Aircraft Model ***	Page 3
	 	 

BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    





 


Attachment
A to Letter Agreement UAL-PA-04761-LA-1807420R1 

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):	***	
	Airfraft
    Basic Price (Excluding (BFE/SPE):	 	$***	 	Base
    Year Index (CPI):	***	
	Buyer
    Furnished Equipment (BFE) Estimate:	 	$***	ESTIMATE	 	 	 
	Seller
    Furnished Equipment (SPE) Estimate:	 	$***	ESTIMATE	 	 	 


 






    	Attachment
                                            A to UAL-PA-04761-LA-1807420R1
 Aircraft Model ***	BOEING /
                                                                                                                  UNITED AIRLINES, INC.
                                                                                                                  PROPRIETARY	SA-6




     


    

 


Attachment
B to Letter Agreement UAL-PA-04761-LA-1807420R1

737-*** ***Aircraft Description and Price


ALL
ITEMS BELOW ARE SUBJECT TO CHANGE


 


	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	 	 	 
	 	 	 	 	 	 	 
	Deposit
    per Aircraft:	 	$***	 	 	 	 


 






    	Attachment
                                            B to UAL-PA-04761-LA-1807420R1
 Aircraft Model ***	BOEING /
                                                                                                                  UNITED AIRLINES, INC.
                                                                                                                  PROPRIETARY	SA-6




     


    

 



 


Attachment C to Letter Agreement UAL-PA-04761-LA-1807420R1

737-*** ***Aircraft Description and Price

ALL ITEMS BELOW ARE SUBJECT TO CHANGE


 


	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	 	 	 



 






    
	Attachment C to UAL-PA-04761-LA-1807420R1	SA-6

	Aircraft Model ***	Boeing / United Airlines, Inc. Proprietary 



     


    

 


Attachment D to Letter
Agreement UAL-PA-04761-LA-1807420R1

737-*** ***Aircraft Description and Price

ALL ITEMS BELOW ARE SUBJECT TO CHANGE 


 




	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	 	 	 





 






    
	Attachment C to UAL-PA-04761-LA-1807420R1	SA-7

	Aircraft Model ***	Boeing / United Airlines, Inc. Proprietary 



     


    

 


 


 


 


 



 


Attachment E: Form of 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:  ***	$***	 	 	 	 
	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-2103124 entitled "Open Matters Relating to *** Model 737-*** Aircraft".
 




 





	#
    of Aircraft	Delivery
    Month / Year ***	
	 
	 
	***	***	 


 








    
	Attachment D to UAL-PA-04761-LA-1807420R1	SA-6

	Aircraft Model ***	Boeing / United Airlines, Inc. Proprietary



     


    

 


Attachment E: Form of
Table 2 to Purchase Agreement No. 04761


737-8 ***
Aircraft Delivery, Description, Price and ***, CONTINUED


 


Amounts
below are illustrative projections for § 2.2 of LA UAL-PA-04761-LA-2103124+A1: 737-*** *** Aircraft Delivery, Description, Price
and ***




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




 





    	UAL-PA-04761-LA-1807420R1	SA-6
	Aircraft Model ***	Page 2

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 



 


Attachment F to Letter Agreement
UAL-PA-03776-LA-1807420R1


Part 1: Form of Special Matters
Elements for *** Aircraft


    


	 	 
	 	The
                                            Boeing Company 

                                            P.O. Box 3707

                                            Seattle, WA 98124-2207



 


 


UAL-PA-04761-LA-
2103122


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Certain Special Matters for the 737-***
                                            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 ***.


 


		2.	***.



 


Unless otherwise noted, the
amounts of the *** stated in (i) Paragraphs 1.1 through 1.4 *** are stated in *** for the *** Aircraft. The *** will be ***.


 


		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.


 


	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


 






    	UAL-PA-04761-LA-LA-2103122
 Special Matters		SA-6      
 Page 1    

	 	BOEING/UNITED AIRLINES, INC. PROPRIETARY	 



     


    

 





 


Attachment F to Letter
Agreement UAL-PA-03776-LA-1807420R1 

Part 1: Form of Special Matters Elements for *** Aircraft


 


 


  


		4.	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 ***.


 


		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:	         	 
	 	 
	Its:	                Attorney-in-Fact	 
	 	 



 






    	UAL-PA-04761-LA-LA-2103122
 Special Matters		SA-6      
 Page 2    

	 	BOEING/UNITED AIRLINES, INC. PROPRIETARY	 



     


    

  


Attachment F to Letter
Agreement UAL-PA-03776-LA-1807420R1 

Part 1: Form of Special Matters Elements for *** Aircraft


 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:		 
	 	 
	Its:	Executive Vice
    President and 

                   Chief Financial Officer	 
	 	 	 


 






    	UAL-PA-04761-LA-LA-2103122
 Special Matters		SA-6     
 Page 3   

	 	BOEING/UNITED AIRLINES, INC. PROPRIETARY	 



     


    

 


Attachment F to Letter
Agreement UAL-PA-03776-LA-1807420R1

Part 2: Form of Open Matters Elements for *** Aircraft


 


	 	 
	 	The
                                            Boeing Company 

                                            P.O. Box 3707

                                            Seattle, WA 98124-2207



 


 


 

UAL-PA-04761-LA-2103124


 





United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Open Matters Relating to *** Model 737-***
                                            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 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 *** new 737-*** Aircraft with *** engines (*** 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 ***.



 


2.1       Boeing will ***.


 


2.2      To the extent Customer requests
*** 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, ***.


  



    	UAL-PA-04761-LA-2103124

                                            Open Matters Relating to *** Model 737-***
                                            Aircraft		SA6      
 Page 1  

	 	BOEING/UNITED AIRLINES, INC. PROPRIETARY	 



     


    




  


Attachment F to Letter
Agreement UAL-PA-03776-LA-1807420R1 

Part 2: Form of Open Matters Elements for *** Aircraft


 


 


 


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.	***



 


		6.	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.


 


		7.	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:	      	 
	 	 
	Its:	             Attorney-in-Fact	 
	 	 



 






    	UAL-PA-04761-LA-2103124
 Open Matters Relating to *** Model 737-*** Aircraft		SA-6        
 Page 2     

	 	BOEING/UNITED
                                            AIRLINES, INC. PROPRIETARY	 



     


    

 


Attachment F to Letter
Agreement UAL-PA-03776-LA-1807420R1 

Part 2: Form of Open Matters Elements for *** Aircraft


 


 


 


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


  






    	UAL-PA-04761-LA-2103124
 Open Matters Relating to *** Model 737-*** Aircraft		SA6      
 Page 3  

	 	BOEING/UNITED AIRLINES, INC. PROPRIETARY	 



     


    

  



 


		The
                                            Boeing Company

                                                                                P.O. Box 3707

                                                                                Seattle, WA
                                            98124-2207




 


UAL-PA-04761-LA-1900347


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	737-8 ***
	 	 



	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.


 


Boeing agrees to provide
Customer with the *** in the Attachment to this Letter Agreement. ***


 


1.          
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.


 


2.          
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-1900347	SA-6
	737-8 ***	Page 1



BOEING / UNITED AIRLINES,
INC. PROPRIETARY


 






     


    


    

 





 


	

    ACCEPTED AND AGREED TO this
	 
	 	 
	Date:	June
    27, 2021	 
	 	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/
    Gerald Laderman	 
	 	 
	Its:	Executive
    Vice President and Chief Financial Officer	 
	 	 	 	 





	UAL-PA-04761-LA-1900347	SA-6
	737-8 ***	Page 2



BOEING / UNITED AIRLINES,
INC. PROPRIETARY



 






     


    


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 2


 


MODEL 737-8 ***


 


FOR United Airlines,
Inc.


 


	 	SECTION	CONTENTS	 
	 	 	 	 
		1	AIRCRAFT MODEL APPLICABILITY	 
	 	 	 	 
		2	FLIGHT PERFORMANCE	 
	 	 	 	 
		3	AIRCRAFT CONFIGURATION	 
	 	 	 	 
		4	***	 
	 	 	 	 
		5	***	 
	 	 	 	 
		6	***	 



 





	P.A. No. 4761	SA-6
	AERO-B-BBA4-M18-0999A	SS21-0164


BOEING PROPRIETARY


 






     


    


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 3


 



	1.	AIRCRAFT MODEL APPLICABILITY



 


The *** contained in this Attachment
(the "***") are applicable to the 737-8 Aircraft with a maximum takeoff weight of *** pounds, a maximum landing weight of ***
pounds, and a maximum zero fuel weight of *** pounds, and equipped with Boeing furnished *** engines.


 


	2.	FLIGHT PERFORMANCE



 


	2.1	Takeoff



 


		2.1.1	The FAA-approved takeoff field length
                                            at a gross weight at the start of the ground roll of *** pounds, at a temperature of ***°F,
                                            at a sea level altitude, with an alternate forward center of gravity limit of *** percent
                                            of the mean aerodynamic chord, and using maximum takeoff thrust, will not be more than the
                                            following *** value:



 


		***	***   feet



 


		2.1.2	The FAA-approved takeoff gross weight
                                            at the start of ground roll, at a temperature of ***°F, at an altitude of *** feet, from
                                            a *** foot dry runway, with an alternate forward center of gravity limit of *** percent of
                                            the mean aerodynamic chord, and using maximum takeoff thrust, will not be less than the following
                                            *** value:



 


		***	***   pounds



 


		2.1.3	The FAA-approved takeoff gross weight
                                            at the start of ground roll, at a temperature of ***°F, at an altitude of *** feet, from
                                            a *** foot dry runway, with an alternate forward center of gravity limit of *** percent of
                                            the mean aerodynamic chord, and using maximum takeoff thrust, will not be less than the following
                                            *** value:



 


		***	***   pounds



 


	2.2	Landing



 


		2.2.1	The FAA-approved landing field length
                                            at a gross weight of *** pounds and at a *** altitude, will not be more than the following
                                            *** value:



 


		***	***   feet



 


		2.2.2	The FAA-approved landing field length
                                            at a gross weight of *** pounds and at an altitude of *** feet, will not be more than the
                                            following *** value:



 


		***	***   feet



 





	P.A. No. 4761	SA-6
	AERO-B-BBA4-M18-0999A	SS21-0164


BOEING PROPRIETARY







     


    


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 4



 


	2.3	Enroute One-Engine-Inoperative Altitude



 


		2.3.1	The FAA-approved enroute one-engine-inoperative
                                            altitude at which the available gross climb gradient equals *** percent at a gross weight
                                            of *** pounds on an ***°C day using not more than maximum continuous thrust, will not
                                            be less than the following *** value:



 


		***	***   feet



 


	2.4	Altitude Capability - All Engines Operating



 


The altitude capability at a gross weight
of *** pounds, on an ***°C day, at *** Mach number, and satisfying the conditions defined below, will not be less than the following
*** value:


 


		NOMINAL:	***   feet



		TOLERANCE:	***   feet



		***	***   feet



 


Conditions:


 


		1)	The Aircraft will be capable of maintaining
                                            ***.



 


		2)	The Aircraft will be capable of ***.



 


		3)	The Aircraft will have ***.



 


	2.5	Mission



 


	2.5.1	Mission Payload



 


The payload for a stage length of ***
nautical miles in still air (representative of a *** route in summer) using the conditions and operating rules defined below, will not
be less than the following *** value:


 


		NOMINAL:	***   pounds



		TOLERANCE:	***   pounds



		***	***   pounds



 


Conditions and operating rules:


 


	 	Stage Length:	The stage length is defined as the sum of
    the distances for the climbout maneuver, climb, cruise, and descent.
	 	 	 
	 	Takeoff:	The airport altitude is *** feet.
	 	 	 
	 	 	The airport temperature is ***°F.



 





	P.A. No. 4761	SA-6
	AERO-B-BBA4-M18-0999A	SS21-0164


BOEING PROPRIETARY







     


    


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 5



 


	 	 	The runway length is *** feet.
	 	 	 
	 	 	The runway slope is *** percent uphill.
	 	 	 
	 	 	The minimum level off height is *** feet.
	 	 	 
	 	 	The following obstacle definition is based
    on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the runway:



 


	 	/		Height	Distance	 
	 	 	1.	*** feet	*** feet	 
	 	 	2.	*** feet	*** feet	 
	 	 	3.	*** feet	*** feet	 
	 	 	4.	*** feet	*** feet	 
	 	 	5.	*** feet	*** feet	 
	 	 	6.	*** feet	*** feet	 
	 	 	7.	*** feet	*** feet	 






 


	 	 	Takeoff performance is based on an alternate
    forward center of gravity limit of *** percent of the mean aerodynamic chord. 
	 	 	 
	 	 	Maximum takeoff thrust is used for the takeoff.
	 	 	 
	 	 	The takeoff gross weight will conform to
    FAA Regulations.
	 	 	 
	 	Climbout Maneuver:	Following the takeoff to *** feet, the Aircraft
    retracts landing gear, climbs to *** feet above the departure airport altitude and accelerates to the recommended speed while retracting
    flaps.
	 	 	 
	 	Climb:	The Aircraft climbs from the initial climb
    altitude to *** feet altitude at the recommended speed.
	 	 	 
	 	 	The Aircraft then accelerates at a rate
    of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
	 	 	 
	 	 	The climb continues at the recommended climb
    speed for minimum block fuel to the final climb altitude.
	 	 	 
	 	 	The temperature is ***°C during climb.
	 	 	 
	 	 	Maximum climb thrust is used during climb.



 





	P.A. No. 4761	SA-6
	AERO-B-BBA4-M18-0999A	SS21-0164


BOEING PROPRIETARY







     


    


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 6



 


	 	Cruise:	The Aircraft cruises at *** Mach number.
	 	 	 
	 	 	The Aircraft cruises at eastbound *** cruise
    altitudes.
	 	 	 
	 	 	The temperature is ***°C during cruise.
	 	 	 
	 	 	The cruise thrust is not to exceed maximum
    cruise thrust except during a step climb when maximum climb thrust may be used.
	 	 	 
	 	Descent:	The Aircraft descends from the final cruise
    altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
	 	 	 
	 	 	Throughout the descent, the cabin pressure
    is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.
	 	 	 
	 	 	The temperature is ***°C during descent.
	 	 	 
	 	 	Minimum flight idle thrust is used during
    descent.
	 	 	 
	 	Approach and Landing Maneuver:	The Aircraft decelerates to the final approach
    speed while extending flaps and landing gear, then descends and lands.
	 	 	 
	 	 	The destination airport altitude is ***
    feet.
	 	 	 
	 	Fixed Allowances:	For the purpose of this *** and for the
    purpose of establishing compliance with this ***, the following will be used as fixed quantities and allowances:



 


	 	Taxi-Out:	 
	 	Fuel	*** pounds	 
	 	 	 	 
	 	Takeoff and Climbout Maneuver:	 
	 	Fuel	*** pounds	 
	 	Distance	*** nautical miles	 
	 	 	 	 
	 	Approach and Landing Maneuver:	 
	 	Fuel	*** pounds	 
	 	 	 	 
	 	Taxi-In (will be consumed from the reserve fuel):
	 	Fuel	*** pounds	 






 





	P.A. No. 4761	SA-6
	AERO-B-BBA4-M18-0999A	SS21-0164


BOEING PROPRIETARY







     


    


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 7



 


	 	 	 
	 	 	Usable reserve fuel remaining upon completion of the approach and landing
    maneuver: *** pounds
	 	 	 
	 	 	For information purposes, the reserve fuel
    is based on a hold equivalent to *** minutes at *** feet above sea level on a standard day at the Maximum Landing Weight.
	 	 	 



 

	2.5.2	Mission Payload



 


The payload for a stage length of ***
nautical miles in still air (representative of a New York to Anchorage route in August) using the conditions and operating rules defined
below, will not be less than the following g*** value:


 


		NOMINAL:	***   pounds



		TOLERANCE:	***   pounds



		***	***   pounds



 


Conditions and operating rules:


 


	Stage Length:	The stage length is defined
    as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
	 	 
	Takeoff:	The airport altitude is
    *** feet.
	 	 
	 	The airport temperature
    is ***°F.
	 	 
	 	The runway length is ***
    feet.
	 	 
	 	The minimum level off height
    is *** feet.
	 	 
	 	The following obstacle
    definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end
    of the runway:



 





	 		Height	Distance	 
	 	1.	*** feet	*** feet	 
	 	2.	*** feet	*** feet	 
	 	3.	*** feet	*** feet	 
	 	4.	*** feet	*** feet	 
	 	5.	*** feet	*** feet	 
	 	6.	*** feet	*** feet	 


 


	 	Takeoff performance is
    based on an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord. 



 





	P.A. No. 4761	SA-6
	AERO-B-BBA4-M18-0999A	SS21-0164


BOEING PROPRIETARY







     


    


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 8



 


	 	Maximum takeoff thrust
    is used for the takeoff.
	 	 
	 	The takeoff gross weight
    will conform to FAA Regulations.
	 	 
	Climbout Maneuver:	Following the takeoff to
    *** feet, the Aircraft retracts landing gear, climbs to *** feet above the departure airport altitude and accelerates to the recommended
    speed while retracting flaps.
	 	 
	Climb:	The Aircraft climbs from
    the initial climb altitude to *** feet altitude at the recommended speed.
	 	 
	 	The Aircraft then accelerates
    at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
	 	 
	 	The climb continues at
    the recommended climb speed for minimum block fuel to the final climb altitude.
	 	 
	 	The temperature is ***°C
    during climb.
	 	 
	 	Maximum climb thrust is
    used during climb.
	 	 
	Cruise:	The Aircraft cruises at
    *** Mach number.
	 	 
	 	The Aircraft cruises at
    westbound ICAO RVSM cruise altitudes.
	 	 
	 	The temperature is ***°C
    during cruise.
	 	 
	 	The cruise thrust is not
    to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
	 	 
	Descent:	The Aircraft descends from
    the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
	 	 
	 	Throughout the descent,
    the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.
	 	 
	 	The temperature is ***°C
    during descent.
	 	 
	 	*** flight idle thrust
    is used during descent.



 





	P.A. No. 4761	SA-6
	AERO-B-BBA4-M18-0999A	SS21-0164


BOEING PROPRIETARY







     


    


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 9



 


	Approach and Landing
    Maneuver:	The Aircraft decelerates
    to the final approach speed while extending flaps and landing gear, then descends and lands.
	 	 
	 	The destination airport
    altitude is *** feet.
	 	 
	Fixed Allowances:	For the purpose of this
    *** and for the purpose of establishing compliance with this ***, the following will be used as fixed quantities and allowances:



 





	 	Taxi-Out:	 
	 	Fuel	*** pounds	 
	 	 	 	 
	 	Takeoff and Climbout Maneuver:	 
	 	Fuel	*** pounds	 
	 	Distance	*** nautical miles	 
	 	 	 	 
	 	Approach and Landing Maneuver:	 
	 	Fuel	*** pounds	 
	 	 	 	 
	 	Taxi-In (will be consumed from the reserve fuel):
	 	Fuel	*** pounds	 


 


	 	Usable reserve fuel remaining upon completion
    of the approach and landing maneuver: *** pounds
	 	 
	 	For information purposes,
    the reserve fuel is based on a hold equivalent to *** minutes at *** feet above sea level on a standard day at the Maximum Landing
    Weight.



 

	2.5.3	Mission Payload



 


The payload for a stage length of ***
nautical miles in still air (representative of a *** route in winter) using the conditions and operating rules defined below, will not
be less than the following *** value:


 


		NOMINAL:	***   pounds



		TOLERANCE:	***   pounds



		***:	***   pounds



 


Conditions and operating rules:


 


	 	Stage Length:	The stage length is defined as the sum of
    the distances for the climbout maneuver, climb, cruise, and descent.
	 	 	 
	 	Takeoff:	The airport altitude is *** feet.



 








	P.A. No. 4761	SA-6
	AERO-B-BBA4-M18-0999A	SS21-0164


BOEING PROPRIETARY






     


     


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 10


 


	 	 	The airport temperature is ***°F.
	 	 	 
	 	 	The runway length is *** feet.
	 	 	 
	 	 	The runway slope is *** percent downhill.
	 	 	 
	 	 	Takeoff performance is based on an alternate
    forward center of gravity limit of *** percent of the mean aerodynamic chord. 
	 	 	 
	 	 	Maximum takeoff thrust is used for the takeoff.
	 	 	 
	 	 	The takeoff gross weight will conform to
    FAA Regulations.
	 	 	 
	 	Climbout Maneuver:	Following the takeoff to *** feet, the Aircraft
    retracts landing gear, climbs to *** feet above the departure airport altitude and accelerates to the recommended speed while retracting
    flaps.
	 	 	 
	 	Climb:	The Aircraft climbs from the initial climb
    altitude to *** feet altitude at the recommended speed.
	 	 	 
	 	 	The Aircraft then accelerates at a rate
    of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
	 	 	 
	 	 	The climb continues at the recommended climb
    speed for minimum block fuel to the final climb altitude.
	 	 	 
	 	 	The temperature is ***°C during climb.
	 	 	 
	 	 	Maximum climb thrust is used during climb.
	 	 	 
	 	Cruise:	The Aircraft cruises at *** Mach number.
	 	 	 
	 	 	The Aircraft cruises at westbound ICAO RVSM
    cruise altitudes.
	 	 	 
	 	 	The temperature is ***°C during cruise.
	 	 	 
	 	 	The cruise thrust is not to exceed maximum
    cruise thrust except during a step climb when maximum climb thrust may be used.



 





	P.A. No. 4761	SA-6
	AERO-B-BBA4-M18-0999A	SS21-0164


BOEING PROPRIETARY







     


    


    

 






 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 11


 


	 	Descent:	The Aircraft descends from the
    final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
	 	 	 
	 	 	Throughout the descent, the
    cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.
	 	 	 
	 	 	The temperature is ***°C
    during descent.
	 	 	 
	 	 	Minimum flight idle thrust is
    used during descent.
	 	 	 
	 	Approach 

    and Landing Maneuver:	The Aircraft decelerates to
    the final approach speed while extending flaps and landing gear, then descends and lands.
	 	 	 
	 	 	The destination airport altitude
    is *** feet.
	 	 	 
	 	Fixed Allowances:	For the purpose of this ***
    and for the purpose of establishing compliance with this ***, the following will be used as fixed quantities and allowances:
	 	 	 
	 	 	Taxi-Out:

                                               Fuel
	*** pounds
	 	 	 
	 	 	Takeoff and Climbout Maneuver:
	 	 	

        Fuel
	*** pounds
	 	 	Distance	*** nautical miles
	 	 	 
	 	 	Approach and Landing Maneuver:
	 	 	

                    Fuel
	*** pounds

	 	 	 
	 	 	Taxi-In (will be consumed from the reserve fuel):
	 	 	

        Fuel
	*** pounds
	 	 	 
	 	 	Usable reserve fuel remaining upon completion of the approach
    and landing maneuver: *** pounds
	 	 	 
	 	 	For information purposes, the
    reserve fuel is based on a hold equivalent to *** minutes at *** feet above sea level on a standard day at the Maximum Landing Weight.


 


	P.A. No. 4761

    AERO-B-BBA4-M18-0999A	SA-6

                                                                                SS21-0164





BOEING PROPRIETARY 


 






     


     


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 12


 





2.5.4                      
Mission Payload


 


The payload for a stage length of ***
nautical miles in still air (representative of a *** route in winter) using the conditions and operating rules defined below, will not
be less than the following *** value:





 


	 	NOMINAL:	***  pounds
	 	TOLERANCE:	***  pounds
	 	***:	***  pounds









 


Conditions and operating rules:


 




	 	Stage Length:	The stage length
    is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
	 	 	 
	 	Takeoff:	The airport
    altitude is *** feet.
	 	 	 
	 	 	The airport
    temperature is ***°F.
	 	 	 
	 	 	The runway
    length is *** feet.
	 	 	 
	 	 	The headwind
    is *** knots.
	 	 	 
	 	 	The runway
    slope is *** percent downhill.
	 	 	 
	 	 	The minimum
    level off height is *** feet.
	 	 	 
	 	 	The following
    obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff
    end of the runway:
	 	 	 
	 	 	

    1.	Height

    *** feet	Distance

                                               ***
                                            feet

	 	 	 
	 	 	Takeoff performance
    is based on an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord. 
	 	 	 
	 	 	Maximum takeoff
    thrust is used for the takeoff.
	 	 	 
	 	 	The takeoff
    gross weight will conform to FAA Regulations.
	 	 	 
	 	Climbout Maneuver:	Following the
    takeoff to *** feet, the Aircraft retracts landing gear, climbs to *** feet above the departure airport altitude and accelerates
    to the recommended speed while retracting flaps.


 


	P.A. No. 4761

    AERO-B-BBA4-M18-0999A	SA-6

                                                                                SS21-0164








BOEING PROPRIETARY


 










     


     


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 13


 


	 	Climb:	The Aircraft
    climbs from the initial climb altitude to *** feet altitude at the recommended speed.
	 	 	 
	 	 	The Aircraft then accelerates
    at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
	 	 	 
	 	 	The climb continues at
    the recommended climb speed for minimum block fuel to the final climb altitude.
	 	 	 
	 	 	The temperature is ***°C
    during climb.
	 	 	 
	 	 	Maximum climb thrust is
    used during climb.
	 	 	 
	 	Cruise:	The Aircraft cruises at
    *** Mach number.
	 	 	 
	 	 	The Aircraft cruises at
    eastbound ICAO RVSM cruise altitudes.
	 	 	 
	 	 	The temperature is ***°C
    during cruise.
	 	 	 
	 	 	The cruise thrust is not
    to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
	 	 	 
	 	Descent:	The Aircraft descends from
    the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
	 	 	 
	 	 	Throughout the descent,
    the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.
	 	 	 
	 	 	The temperature is ***°C
    during descent.
	 	 	 
	 	 	Minimum flight idle thrust
    is used during descent.
	 	 	 
	 	Approach 

    and Landing Maneuver:	The Aircraft decelerates
    to the final approach speed while extending flaps and landing gear, then descends and lands.
	 	 	 
	 	 	The destination airport
    altitude is *** feet.



 


	P.A. No. 4761

    AERO-B-BBA4-M18-0999A	SA-6

                                                                                SS21-0164





BOEING PROPRIETARY



 






     


     


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 14


 


	 	Fixed Allowances:	For the purpose
of this *** and for the purpose of establishing compliance with this ***, the following will be used as fixed quantities and allowances:
	 	 	 
	 	 	Taxi-Out:
	 	 	Fuel	*** pounds
	 	 	 
	 	 	Takeoff and Climbout Maneuver:
			Fuel
 Distance	*** pounds

*** nautical miles
	 	 	 
	 	 	Approach and Landing Maneuver:
	 	 	Fuel	*** pounds
	 	 	 
	 	 	Taxi-In (will be consumed from the reserve
fuel):
	 	 	Fuel	*** pounds
	 	 	 
	 	 	Usable reserve fuel remaining upon completion
of the approach and landing maneuver: *** pounds
	 	 	 
	 	 	For information
purposes, the reserve fuel is based on a hold equivalent to *** minutes at *** feet above sea level on a standard day at the Maximum
Landing Weight.



 


2.5.5                       Mission
                                            Block Fuel


 


The block fuel for a stage length of
*** nautical miles in still air with a *** pound payload using the conditions and operating rules defined below, will not be more than
the following *** value:


 





	 	NOMINAL:	***  pounds
	 	TOLERANCE:	***  pounds
	 	***:	***  pounds








 


Conditions and operating rules:


 


	 	Stage
    Length:	The
    stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
	 	 	 
	 	Block
    Fuel:	The
    block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and
    landing maneuver, and taxi-in.
	 	 	 
	 	Takeoff:	The
    airport altitude is sea level.
	 	 	 
	 	 	The
    takeoff gross weight is not limited by the airport conditions.


 


	P.A. No. 4761

    AERO-B-BBA4-M18-0999A	SA-6

                                                                                SS21-0164





BOEING PROPRIETARY


 







     


     


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 15


 


	 	Climbout
    Maneuver:	Following
    the takeoff to *** feet, the Aircraft retracts landing gear, climbs to *** feet above the departure airport altitude and accelerates
    to the recommended speed while retracting flaps.
	 	 	 
	 	Climb:	The
    Aircraft climbs from the initial climb altitude to *** feet altitude at the recommended speed.
	 	 	 
	 	 	The
    Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
	 	 	 
	 	 	The
    climb continues at the recommended climb speed for minimum block fuel to the final climb altitude.
	 	 	 
	 	 	The
    temperature is standard day during climb.
	 	 	 
	 	 	Maximum
    climb thrust is used during climb.
	 	 	 
	 	Cruise:	The
    Aircraft cruises at *** Mach number.
	 	 	 
	 	 	The
    Aircraft cruises at westbound ICAO RVSM cruise altitudes.
	 	 	 
	 	 	The
    temperature is standard day during cruise.
	 	 	 
	 	 	The
    cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
	 	 	 
	 	Descent:	The
    Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
	 	 	 
	 	 	Throughout
    the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.
	 	 	 
	 	 	The
    temperature is standard day during descent.
	 	 	 
	 	 	Minimum
    flight idle thrust is used during descent.
	 	 	 
	 	Approach 

    and Landing Maneuver:	The
    Aircraft decelerates to the final approach speed while extending flaps and landing gear, then descends and lands.


 


	P.A. No. 4761

    AERO-B-BBA4-M18-0999A	SA-6

                                                                                SS21-0164





BOEING PROPRIETARY





 






     


     


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 16


 


	 	 	The
    destination airport altitude is sea level.
	 	 	 
	 	Fixed
    Allowances:	For
    the purpose of this *** and for the purpose of establishing compliance with this ***, the following will be used as fixed quantities
    and allowances:
	 	 	 
	 	 	Taxi-Out:

                                    Fuel
	*** pounds

	 	 	 
	 	 	Takeoff and Climbout Maneuver:
	 	 	

                                                Fuel
                                            

                                            Distance
	*** pounds

                                            *** nautical
                                            miles

	 	 	 
	 	 	Approach and Landing Maneuver:
	 	 	

                                      Fuel
	*** pounds
	 	 	 
	 	 	Taxi-In (will
    be consumed from the reserve fuel):
	 	 	

                                    Fuel
	*** pounds
	 	 	 
	 	 	Usable reserve
    fuel remaining upon completion of the approach and landing maneuver: *** pounds
	 	 	 
	 	 	For
    information purposes, the reserve fuel is based on a hold equivalent to *** minutes at *** feet above sea level on a standard day
    at the Maximum Landing Weight.


 


	P.A. No. 4761

    AERO-B-BBA4-M18-0999A	SA-6

                                                                                SS21-0164





BOEING PROPRIETARY



 






     


     


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 17





 


2.5.6                       Operational
Empty Weight Basis


 


The
Operational Empty Weight (OEW) derived in paragraph 2.5.7 is the basis for the mission *** of paragraphs 2.5.1 through 2.5.5.


 


2.5.7                       737-8
Weight Summary - United Airlines, Inc.  




 	 	 	pounds	 
	Standard Model Specification Manufacturer's
    Empty Weight (MEW)	 	 	 	 
	 	 	 	 	 
	Configuration Specification   ***	 	 	 	 
	     *** Tourist Class Passengers	 	 	 	 
	     *** Engines	 	 	 	 
	 	 	 	 	 
	***	 	 	 	 
	***	 	 	***	 




 


	United Airlines, Inc. MEW	 	 	***	 
	 	 	 	 	 
	  Standard and Operational Items Allowance	 	 	***	 
	 (Paragraph 2.5.8)	 	 	 	 
	 	 	 	 	 
	United Airlines, Inc.
    OEW	 	 	***	 



 


	 	quantity	 	pounds	 	pounds	 
	 	 	 	 	 	 	 
	***	***	 	***	 	***	 


 


	P.A. No. 4761

    AERO-B-BBA4-M18-0999A	SA-6

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BOEING PROPRIETARY



 






     


     


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 18






 


2.5.8                      Standard
and Operational Items Allowance 


 		 	 	quantity	 	 	 	pounds	 	 	 	pounds	 	 	 	pounds	 
	Standard Items Allowance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unusable Fuel	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	Oil	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	Oxygen Equipment	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	Miscellaneous Equipment	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	Galley Structure & Fixed Inserts	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Operational Items Allowance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Crew and Crew Baggage	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	Flight Crew	 	 	***	 	 	 	***	 	 	 	 	 	 	 	 	 
	Cabin Crew	 	 	***	 	 	 	***	 	 	 	 	 	 	 	 	 
	Crew Baggage	 	 	***	 	 	 	***	 	 	 	 	 	 	 	 	 
	Catering Allowance & Removable
    Inserts	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	First Class	 	 	***	 	 	 	***	 	 	 	 	 	 	 	 	 
	Economy Class	 	 	***	 	 	 	***	 	 	 	 	 	 	 	 	 
	Passenger Service Equipment	 	 	***	 	 	 	 	 	 	 	***	 	 	 	 	 
	Potable Water - *** USG	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	Waste Tank Disinfectant	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	Emergency Equipment   (Including
    Overwater Equipment)	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Standard and Operational Items Allowance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***	 








 


	P.A. No. 4761

    AERO-B-BBA4-M18-0999A	SA-6

                                                                                SS21-0164





BOEING PROPRIETARY



 




     


     


    


 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1900347


***


Page 19 


 


3.                            AIRCRAFT
CONFIGURATION


 


		3.1	The *** contained in this Attachment
                                            are based on the Aircraft configuration as defined in ***, plus any changes mutually agreed
                                            upon or otherwise allowed by the Purchase Agreement to be incorporated into the Customer’s
                                            Detail Specification (herein referred to as the Detail Specification). Appropriate adjustment
                                            will be made for changes in such Detail Specification approved by the Customer and Boeing
                                            or otherwise allowed by the Purchase Agreement which cause changes to the flight performance
                                            and/or weight and balance of the Aircraft. Such adjustment will be accounted for by Boeing
                                            in its evidence of compliance with the ***.



 


		3.2	The *** payloads of paragraphs 2.5.1,
                                            2.5.2, 2.5.3, and 2.5.4, and the specified payload of the paragraph 2.5.5 block fuel ***
                                            will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance
                                            with the ***:



 


(1)        Changes
to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase
Agreement.


 


(2)       The
difference between the component weight allowances given in Appendix E of the Detail Specification and the actual weights.


 


***


 


	P.A. No. 4761	SA-6
	AERO-B-BBA4-M18-0999A	SS21-0164




BOEING PROPRIETARY


 







     


     


    

 


 






 


		The Boeing Company

    P.O. Box 3707 

    Seattle, WA 98124 2207


 


UAL-PA-04761-LA-2100718R1


 


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. This Letter Agreement supersedes
and replaces in its entirety Letter Agreement UAL-PA-04761-LA-2100718 dated February 26, 2021.


 


		1.	Definitions.



 


*** Aircraft shall
be comprised of each of the following Aircraft:


 


		(i)	each of the *** 737-***
                                            Aircraft specified in Table 1 titled “*** 737-*** Aircraft Delivery, Description,
                                            Price and ***” as of the date of this Letter Agreement (each an *** 737-***
                                            Aircraft);



 


		(ii)	each of the *** 737-***
                                            Aircraft specified in Table 1 titled “737-*** *** Aircraft Delivery, Description,
                                            Price and ***” as of the date of this Letter Agreement (each an *** 737-***
                                            *** Aircraft);



 


		(iii)	each of the *** 737-***
                                            Aircraft specified in Table 1 titled “*** 737-*** Aircraft Delivery, Description,
                                            Price and ***” (*** 737-*** Aircraft);



 


		(iv)	each of the *** 737-***
                                            Aircraft specified in Table 1 titled “*** 737-*** Aircraft Delivery, Description,
                                            Price and ***” as of the date of this Letter Agreement (each an *** 737-***
                                            Aircraft); and



 


		(v)	each 737-*** aircraft
                                            resulting from Customer’s *** in any of the *** 737-***Aircraft scheduled for
                                            delivery in *** pursuant to Letter Agreement LA-1807022R5, including successors thereof,
                                            titled “*** Aircraft – 737-***” shall be an *** 737-*** Aircraft).



 


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



 


In addition to the *** specified
in Sections 1.3 and 1.4 of Letter Agreement UAL-PA-04761-LA-1801467R4, including successors thereof, titled “Special Matters -
MAX Aircraft” (MAX Special Matters Letter), at the time of delivery Boeing shall ***


 


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



 


3.1             In
addition to the *** specified in Section 1.1 of the MAX Special Matters Letter, each *** 737-*** Aircraft will be eligible for the ***
provided in this Section 3.


 


3.2             
Customer has requested *** from Boeing on the ***.


 


3.3             
In response to Customer’s request ***.


 


3.4             
***


 


4.             
***


 


5.             
***


 


5.1             ***
737-*** Aircraft. At the time of delivery of each *** 737-*** Aircraft, in addition to the *** specified in Section 1.1 of the MAX
Special Matters Letter, Boeing shall ***.


 


5.2             
*** 737-*** Aircraft.


 


5.2.1       
In addition to the *** specified in Section 1.1 of the MAX Special Matters Letter, each *** 737-*** Aircraft is eligible for the
following ***:


 


6.             
***


 


7.            
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. ***.


 


8.            
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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PROPRIETARY


 






    


     


    




 


 


	 	 
	ACCEPTED AND AGREED
    TO this	 
	 	 
	Date:	June
    27, 2021	 



 





 


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

            Chief Financial Officer	 



 





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BOEING / UNITED AIRLINES PROPRIETARY


 






    


     


    

 





		The Boeing Company

    P.O. Box 3707 

    Seattle, WA 98124 2207


 



UAL-PA-04761-LA-2103100


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	Airline Operational Efficacy Matters
	 	 



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



 


This letter agreement (Letter
Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the
same meaning as in the Purchase Agreement.


 


1.            
AOE Program


 


Boeing has developed an airline
operational efficacy program (AOE Program) describing the industry accepted and regulatory required safety, operations, maintenance,
flight crew and engineering standards for operators of commercial aircraft (Industry Standards). The AOE Program consists of (i)
the review of Customer’s operational alignment with the Industry Standards to validate compliance therewith (Review); and
(ii) at Boeing’s discretion, the provision of support to Customer to enhance compliance to the Industry Standards where areas of
concern are identified (Support). ***.


 


2.            
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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                                            Operational Efficacy Matters
	 	 	Page
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3.            
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-2103100
	 	 	SA-6
	Airline
                                            Operational Efficacy Matters
	 	 	Page
                                            2


BOEING / UNITED AIRLINES,
INC. PROPRIETARY


 






    


     


    

 


 


 



	 

    ACCEPTED AND AGREED TO this
	 
	 	 
	Date:	June
    27, 2021	 



 


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


 





	UAL-PA-04761-LA-2103100
	 	 	SA-6
	Airline
                                            Operational Efficacy Matters
	 	 	Page
                                            3


BOEING / UNITED AIRLINES,
INC. PROPRIETARY


 

















    


     


    

 






		The Boeing Company

    P.O. Box 3707 

    Seattle, WA 98124 2207


 


UAL-PA-04761-LA-2103236


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	***
	 	 



	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), including Letter Agreement No.
                                            UAL-PA-04761-LA-1801468 entitled “***; 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.


 


Definition of Terms:


 


***.


 


9.            
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.


 


10.          
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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	***  	     Page
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BOEING / UNITED AIRLINES, INC. PROPRIETARY


 






    


     


    

 


 


 


	 

     

    ACCEPTED AND AGREED TO this
	 
	 	 
	Date:	June
    27, 2021	 



 


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


 





	UAL-PA-04761-LA-2103236	 
	***  	     Page
                                            2


BOEING / UNITED AIRLINES,
INC. PROPRIETARY