Exhibit 10.5


 


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


 


Purchase Agreement No. 04761


 


between


 


The Boeing Company


 


and


 


United Airlines, Inc.


 


This Purchase Agreement No.
04761 between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc.,
a Delaware corporation, (Customer) relating to the purchase and sale of Model 737 aircraft together with all tables, exhibits,
supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates the terms and conditions
(except as specifically set forth below) of the Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified
as AGTA-CAL (AGTA), as amended.


 


		1.	Quantity. Model and Description.



 


The aircraft to be delivered
to Customer will be designated as Model 737 MAX aircraft (Aircraft). Boeing will manufacture and sell to Customer Aircraft conforming
to the configuration described in Exhibit A in the quantities listed in Table 1 to the Purchase Agreement.


 


		2.	Delivery Schedule.



 


The scheduled months of delivery
of the Aircraft are listed in the attached Table 1. The scheduled delivery month for any Aircraft may be *** with *** advance written
notice by Boeing to Customer (Delivery ***). If the scheduled delivery month is ***, then only those obligations to be performed
under the Purchase Agreement after the Delivery *** will be performed to the *** delivery month. Exhibit B describes certain responsibilities
for both Customer and Boeing in order to accomplish the delivery of the Aircraft.


  






    
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		3.	Price.



 


3.1.            Aircraft Basic Price. The Aircraft Basic Price is listed in Table 1 and is subject to *** in accordance with the terms
of this Purchase Agreement.


 


3.2.            Airframe Price. The Airframe Price reflected in Table 1 includes the engine price at its basic thrust level.


 


3.3.            ***Payment Base Prices. The ***Payment Base Prices listed in Table 1 were calculated utilizing the *** on the date of this
Purchase Agreement projected to the month of scheduled delivery.


 


		4.	Payment.



 


4.1.            Boeing acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft (Deposit).


 


4.2.            The standard *** payment schedule for the Model 737 MAX aircraft requires Customer to make certain *** payments, expressed
in a percentage of the *** Base Price of each Aircraft beginning with a payment of *** percent (***%), less the Deposit, due on
the effective date of the Purchase Agreement for the Aircraft. Additional *** payments for each Aircraft are due as specified *** of
the months listed in the attached Table 1.


 


4.3.            For any Aircraft whose scheduled month of delivery is less than *** from the date of this Purchase Agreement, the total amount
of *** payments due for payment upon signing of this Purchase Agreement will include all *** payments which are past due in accordance
with the standard *** payment schedule set forth in paragraph 4.2 above.


 


4.4.            Customer will pay the balance of the Aircraft Price of each Aircraft at delivery.


 


		5.	Additional Terms.



 


5.1.           Aircraft Information Table. Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity
of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable
*** factors and (vi) *** Payment Base Prices and *** payments and their schedules.


 


5.2.           Airframe and *** Features ***. Supplemental Exhibit AE1 contains the applicable airframe and *** features *** formula:


 


5.3.           Buyer
Furnished Equipment Variables. Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other variables
applicable to the Aircraft.


 


5.4.           
Customer Support Variables. Information, training, services and other things furnished by Boeing in support of introduction
of the Aircraft into Customer’s fleet are described in Supplemental Exhibit CS1.





 


5.5.        Engine
*** Variables. Supplemental Exhibit EE1 contains the applicable engine *** formula, the engine warranty *** for the Aircraft,
describes the applicable engine *** formula and contains the engine warranty *** for the Aircraft.


 



    
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5.6.       Service Life Policy Component Variables. Supplemental Exhibit SLP1 lists the SLP Components covered by the Service
Life Policy for the Aircraft.


 


5.7.       Public Announcement. Boeing and Customer reserve the right to make a public announcement regarding Customer’s purchase
of the Aircraft upon approval of their respective press release by the other party’s public relations department or other authorized
representative.


 


5.8.       Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA
relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties;
and the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such
provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous
proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized
representatives of the parties.


 


AGREED AND ACCEPTED this 15th day of May of 2018


 


	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  	 	Senior Vice President Finance,
 Procurement and Treasurer  
	Title	 	Title



 






    
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TABLE OF CONTENTS


 


	ARTICLES	SA


    NUMBER
	 	 
	Article
    1.	Quantity, Model and Description	 
	 	 	 
	Article 2.	Delivery Schedule	 
	 	 	 
	Article 3.	Price	 
	 	 	 
	Article
    4.	Payment	 
	 	 	 
	Article 5.	Additional
    Terms	 
	 	 	 
	TABLE	 
	 	 
	1.	737-***
    Aircraft Delivery, Description, Price and *** Payments	 
	 	 	 
	EXHIBITS	 
	 	 
	A	737-10
    Aircraft Configuration	 
	 	 	 
	B.	Aircraft
    Delivery Requirements and Responsibilities	 
	 	 	 
	SUPPLEMENTAL EXHIBITS	 
	 	 
	AE1.	***/Airframe
    and ***Features for the 737-10 Aircraft	 
	 	 	 
	BFE1.	BFE
    Variables 737-10 Aircraft	 
	 	 	 
	EE1.	Engine
    Warranty ***	 
	 	 	 
	SLP1.	Service
    Life Policy Components	 





 






    
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	TABLE OF CONTENTS, CONTINUED
	 	 
	LETTER AGREEMENTS	SA
    

NUMBER
	 	 
	UAL-PA-04761-LA-1801463	***Payment
    Matters	 
	 	 	 
	UAL-PA-04761-LA-1801464	Demonstration
    Flight Waiver	 
	 	 	 
	UAL-PA-04761-LA-1801465	Open
    Matters 737-10 Aircraft	 
	 	 	 
	UAL-PA-04761-LA-1801466	Seller
    Purchased Equipment	 
	 	 	 
	UAL-PA-04761-LA-1801467	Special
    Matters	 
	 	 	 
	UAL-PA-04761-LA-1801468	***	 
	 	 	 
	UAL-PA-04761-LA-1801469	***	 
	 	 	 
	UAL-PA-04761-LA-1801470	Privileged
    and Confidential Matters	 
	 	 	 
	UAL-PA-04761-LA-1801471	AGTA
    Matters	 
	 	 	 
	UAL-PA-04761-LA-1801472	Assignment
    Matters	 
	 	 	 
	UAL-PA-04761-LA-1801473	737-10
    Aircraft ***	 
	 	 	 
	UAL-PA-04761-LA-1801474	***
    for the 737-10 Aircraft	 
	 	 	 
	UAL-PA-04761-LA-1801475	Loading
    of Customer Software	 
	 	 	 
	UAL-PA-04761-LA-1801476	Installation
    of Cabin Systems Equipment	 
	 	 	 
	UAL-PA-04761-LA-1801477	Special
    Customer Support Matters 	 
	 	 	 
	UAL-PA-04761-LA-1801478	Delivery
    *** Matters	 


 






    
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Table 1 to Purchase Agreement No. 04761 

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


 





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


 


	#
    of

 Aircraft	Delivery
    Date	 	***	Manufacturer


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



 


* Nominal delivery month, subject to revision pursuant to Letter Agreement number UAL-PA-04761-LA-1801465 entitled
 "Open Matters 737-10 Aircraft".  




 


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




 


Aircraft that are in bold-faced, italicized type above comprise the ***          




 


 + - Subject to confirmation by engine manufacturer              




 






    
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		BOEING / UNITED AIRLINES, INC. PROPRIETARY	 




     


    




 


AIRCRAFT CONFIGURATION


 


between


 


THE BOEING
COMPANY


 


and


 


United Airlines,
Inc.


 


Exhibit A
to Purchase Agreement Number 04761


 


for 737-10 Aircraft


 



    
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	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 *** dated *** to the provisions of Letter Agreement UAL-PA-04761-LA-1801465 entitled “Open Matters”.


 






    
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	*** Number	ATTACHMENT 1:  *** 737-10 FEATURES LIST IS FOR ILLUSTRATIVE PURPOSES ONLY AS ALL ITEMS ***	
    MAX10

    Aircraft *** Price Per A/C

	***	***	***


 






    
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	737-10 Aircraft 	 	Page 3 
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AIRCRAFT DELIVERY
REQUIREMENTS AND RESPONSIBILITIES


 


between


 


THE BOEING
COMPANY


 


and


 


United Airlines,
Inc.


 


Exhibit B
to Purchase Agreement Number 04761


 






    
	UAL-PA-04761-EXB 	February 20, 2012 
	 	EXB Page 1 
	BOEING PROPRIETARY




     


    

 


Exhibit B


 


AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES


 


relating to


 


BOEING MODEL 737 MAX AIRCRAFT


 


Both Boeing and Customer have
certain documentation and approval responsibilities at various times during the construction cycle of Customer’s Aircraft that are
critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities
and indicates recommended completion deadlines for the actions to be accomplished. If Customer fails to meet any particular deadline for
an Aircraft, such failure shall not be deemed a breach of the Purchase Agreement provided that Customer promptly contacts Boeing to negotiate
and agree upon a later deadline that will not interrupt Boeing's manufacturing operations nor cause a delay in delivery of the affected
Aircraft.


 


1.                 
GOVERNMENT DOCUMENTATION REQUIREMENTS.


 


Certain actions are required
to be taken by Customer *** of the scheduled delivery month of each Aircraft with respect to obtaining certain government issued documentation.


 


1.1             
Airworthiness and Registration Documents. Not later than *** prior to delivery of each Aircraft, Customer will notify Boeing
of the registration number to be painted on the side of the Aircraft. In addition, and not later than *** prior to delivery of
each Aircraft, Customer will, by letter to the regulatory authority having jurisdiction, authorize the temporary use of such registration
numbers by Boeing during the pre-delivery testing of the Aircraft.


 


Customer is responsible for
furnishing any Temporary or Permanent Registration Certificates required by any governmental authority having jurisdiction to be displayed
aboard the Aircraft after delivery.


 






    
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1.2             
 Certificate of Sanitary Construction.


 


1.2.1       
U.S. Registered Aircraft. Boeing will obtain from the United States Public Health Service, a United States Certificate of Sanitary
Construction to be displayed aboard each Aircraft after delivery to Customer. The above Boeing obligation only applies to commercial passenger-configured
aircraft.


 


1.2.2       
Non-U.S. Registered Aircraft. If Customer requires a United States Certificate of Sanitary Construction at the time of delivery
of the Aircraft, Customer will give written notice thereof to Boeing at least *** prior to delivery. Boeing will then use commercially
reasonable efforts to obtain the Certificate from the United States Public Health Service and present it to Customer at the time of Aircraft
delivery. The above Boeing obligation only applies to ***.


 


1.3             
Customs Documentation.


 


1.3.1       
Import Documentation. If the Aircraft is intended to be exported from the United States, Customer must notify Boeing not
later than *** prior to delivery of each Aircraft of any documentation required by the customs authorities or by any other agency
of the country of import.


 


1.3.2       
General Declaration - U.S. If the Aircraft is intended to be exported from the United States, Boeing will prepare Customs
Form 7507, General Declaration, for execution by U.S. Customs immediately prior to the ferry flight of the Aircraft. For this purpose,
Customer will furnish to Boeing not later than *** prior to delivery all information required by U.S. Customs and Border Protection,
including without limitation (i) a complete crew and passenger list identifying the names, birth dates, passport numbers and passport
expiration dates of all crew and passengers and (ii) a complete ferry flight itinerary, including point of exit from the United States
for the Aircraft.


 


If Customer intends, during
the ferry flight of an Aircraft, to land at a U.S. airport after clearing Customs at delivery, Customer must notify Boeing not later than
*** prior to delivery of such intention. If Boeing receives such notification, Boeing will provide to Customer the documents constituting
a Customs permit to proceed, allowing such Aircraft to depart after any such landing. Sufficient copies of completed Form 7507, along
with passenger manifest, will be furnished to Customer to cover U.S. stops scheduled for the ferry flight.


 


1.3.3       
Export Declaration - U.S. If the Aircraft is intended to be exported from the United States following delivery, and
(i) Customer is a non-U.S. customer, Boeing will file an export declaration electronically with U.S. Customs and Border Protection
(CBP), or (ii) Customer is a U.S. customer, it is the responsibility of the U.S. customer, as the exporter of record, to file
the export declaration with CBP.


 






    
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2.               
Insurance Certificates.


 


Unless provided earlier, Customer
will provide to Boeing not later than *** prior to delivery of the first Aircraft, a copy of the requisite annual insurance certificate
in accordance with the requirements of Article 8 of the AGTA.


 


3.                NOTICE OF FLYAWAY CONFIGURATION.


 


Not later than *** prior
to delivery of the Aircraft, Customer will provide to Boeing a configuration letter stating the requested "flyaway configuration"
of the Aircraft for its ferry flight. This configuration letter should include:


 


		(i)	the name of the company which is to furnish fuel for the ferry
flight and any scheduled post-delivery flight training, the method of payment for such fuel, and fuel load for the ferry flight;



 


		(ii)	the cargo to be loaded and where it is to be stowed on board
the Aircraft, the address where cargo is to be shipped after flyaway and notification of any hazardous materials requiring special handling;



 


		(iii)	any BFE equipment to be removed prior to flyaway and returned
to Boeing BFE stores for installation on Customer's subsequent Aircraft;



 


		(iv)	a complete list of names and citizenship of each crew member
and non-revenue passenger who will be aboard the ferry flight; and



 


		(v)	a complete ferry flight itinerary.



 


4.               
DELIVERY ACTIONS BY BOEING.


 


4.1             
Schedule of Inspections. All FAA, Boeing, Customer and, if required, U.S. Customs Bureau inspections will be scheduled by
Boeing for completion prior to delivery or departure of the Aircraft. Customer will be informed of such schedules.


 


4.2             
Schedule of Demonstration Flights. All FAA and Customer demonstration flights will be scheduled by Boeing for completion
prior to delivery of the Aircraft.


 


4.3             
Schedule for Customer's Flight Crew. Boeing will inform Customer of the date that a flight crew is required for acceptance
routines associated with delivery of the Aircraft.


 


4.4             
Fuel Provided by Boeing. Boeing will provide to Customer, without charge, the amount of fuel shown in U.S. gallons in the
table below for the model of Aircraft being delivered and full capacity of engine oil at the time of delivery or prior to the ferry flight
of the Aircraft.


 


	Aircraft Model	Fuel Provsided
	737	***



 






    
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4.5             
 Flight Crew and Passenger Consumables. Boeing will provide reasonable quantities of food, coat hangers, towels, toilet
tissue, drinking cups and soap for the first segment of the ferry flight for the Aircraft.


 


4.6             
Delivery Papers, Documents and Data. Boeing will have available at the time of delivery of the Aircraft certain delivery
papers, documents and data for execution and delivery. If title for the Aircraft will be transferred to Customer through a Boeing subsidiary
and if the Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA
at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title
to the Aircraft from Boeing's subsidiary to Customer.


 


4.7             
Delegation of Authority. If specifically requested in advance by Customer, Boeing will present a certified copy of a Resolution
of Boeing's Board of Directors, designating and authorizing certain persons to act on its behalf in connection with delivery of the Aircraft.


 


5.               
DELIVERY ACTIONS BY CUSTOMER.


 


5.1             
Aircraft Radio Station License. At delivery Customer will provide its Aircraft Radio Station License to be placed on board
the Aircraft following delivery.


 


5.2             
Aircraft Flight Log. At delivery Customer will provide the Aircraft Flight Log for the Aircraft.


 


5.3             
Delegation of Authority. Customer will present to Boeing at delivery of the Aircraft an original or certified copy of Customer's
Delegation of Authority designating and authorizing certain persons to act on its behalf in connection with delivery of the specified
Aircraft.


 


5.4             
TSA Waiver Approval. Customer may be required to have an approved Transportation Security Administration (TSA) waiver
for the ferry flight depending upon the Customer’s en-route stop(s) and destination unless the Customer already has a TSA approved
security program in place. Customer is responsible for application for the TSA waiver and obtaining TSA approval. Customer will provide
a copy of the approved TSA waiver to Boeing upon arrival at the Boeing delivery center.


 


5.5             
Electronic Advance Passenger Information System. Should the ferry flight of an Aircraft leave the United States, the Department
of Homeland Security office requires Customer to comply with the Electronic Advance Passenger Information System (eAPIS). Customer
needs to establish their own account with US Customs and Border Protection in order to file for departure. A copy of the eAPIS forms is
to be provided by Customer to Boeing upon arrival of Customer’s acceptance team at the Boeing delivery center.




 






    
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***


AIRFRAME AND
*** FEATURES


 


between


 


THE BOEING
COMPANY


 


and


 


United Airlines,
Inc.


 


Supplemental
Exhibit AE1


to Purchase
Agreement Number 04761


 






    
 
	UAL-PA-04761-AE1 	 	 
	 	 	AE1 Page 1 
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


***


AIRFRAME AND *** FEATURES


 


relating to


 


BOEING MODEL 737 AIRCRAFT


 


1.               
Formula.


 


*** and *** Features price *** (***) are
used *** to be *** in *** at the signing of this Purchase Agreement and *** to be *** at *** for the *** of ***. The Airframe *** will
be *** at the time of *** in accordance with the following formula:


 


	                       ***


 


Where:


 


***. (For Models 737-600, 737-700, 737-800,
737-900, 737-900ER, 737-7, 737-8, 737-9, 737-10, 747-8, 777-200LR, 777-F, and 777-300ER the ***.)


 


*** plus the *** (as set forth in Table 1
of this Purchase Agreement).


 


***


 


Where:


 


*** is the *** (as set forth in Table 1 of
this Purchase Agreement);


 


*** is a value determined using the ***, calculated
by establishing a *** arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the ***
prior to the month of scheduled delivery of the applicable Aircraft. As the *** values are only released on a ***, the value released
for the *** will be used for the ***; the value released for the *** will be used for the ***; the value released for the *** will be
used for the months of ***; the value released for the *** will be used for the ***.


 


***


 


Where:


 


*** is the *** (as set forth in Table 1 of
this Purchase Agreement); and


 


*** is a *** determined using the ***, calculated
as a *** arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values
for the *** prior to the *** scheduled delivery of the applicable Aircraft.


 


As an example, for an Aircraft scheduled to be
delivered in the month of ***, the *** of the *** will be utilized in determining the value of *** and ***.


 






    
 
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	 	 	AE1 Page 2 
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


Note:


		(i)	In determining the values of *** and ***, all calculations and resulting values will
be expressed as a decimal rounded to the nearest ten-thousandth.



 


		(ii)	*** is the numeric ratio attributed to *** in the *** formula.



 


		(iii)	*** is the numeric ratio attributed to materials in the *** formula.



 


		(iv)	The *** are the actual average values reported by the ***. The actual average values
are calculated as a *** arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using
the values for the *** to the airframe base year. The applicable base year and corresponding denominator is provided by Boeing in Table ***
of this Purchase Agreement.



 


		(v)	The final value of *** will be rounded to the nearest dollar.



 


		(vi)	The ***will not be made if it will *** in the ***.



 


2.             
Values to be Utilized in the Event of Unavailability.


 


2.1             
If the *** revises the methodology used for the determination of the values to be used to determine the *** and *** values (in
contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed
to determine the applicable ***, the parties will, prior to the delivery of any such Aircraft, select a substitute from other *** or ***.
Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted
for fluctuation during the applicable time period. However, if within *** after delivery of the Aircraft, the *** should resume releasing
values for the months needed to *** the *** will be used *** or *** in the *** for the *** from that *** at the *** of *** of ***.


 


2.2             
Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the *** changes the base year for
determination of the *** and *** values as defined above, such *** will be *** in the ***.


 


2.3             
In the event *** are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties
agree, to the extent they may lawfully do so, to *** the *** of any *** to *** an *** for *** or *** with the *** of *** of this *** in
*** and *** since *** of the *** to the *** shown in ***.


 


2.4             
If within *** of Aircraft delivery, the published index values are revised due to an acknowledged error by the *** will be ***
(this does not include those values noted as preliminary by the ***). A *** or *** will be issued for *** for the period of original invoice
to issuance *** or ***.


 


See notes on next page


 






    
 
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	 	 	AE1 Page 3
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


Note:


		(i)	The values released by the *** and available to Boeing *** to the first day of the
scheduled delivery month of an Aircraft will be used to determine the *** and *** for the applicable months (including those noted as
preliminary by the ***) to calculate the *** for the Aircraft invoice at the time of delivery. The values will be considered final and
*** will be *** for any *** in ***.



 


		(ii)	The maximum number of digits to the right of the decimal after rounding utilized in
any part of the *** equation will be four (4), where rounding of the fourth digit will be increased to the next highest digit when
the 5th digit is equal to five (5) or greater.



 






    
 
	UAL-PA-04761-AE1 	 	 
	 	 	AE1 Page 4 
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BUYER FURNISHED
EQUIPMENT VARIABLES


 


between


 


THE BOEING
COMPANY


 


and


 


UNITED AIRLINES,
INC.


 


Supplemental
Exhibit BFE1


to Purchase
Agreement Number 04761

for 737-10 Aircraft


 






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




     


    

 


BUYER FURNISHED EQUIPMENT VARIABLES


 


relating to


 


BOEING MODEL 737-10 AIRCRAFT


 


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


 


	1.	Supplier Selection.



 


Customer will:


 


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


 


***


 



*For a new certification, supplier requires
notification *** prior to Cargo Handling System on-dock date.


 


+
Dates applicable to *** configuration 737-10 Aircraft.


 


	Note:	The Supplemental Exhibit BFE1 should be revised if other 737-10
Aircraft configurations are created



 


Customer will enter into initial
agreements with the selected *** suppliers on or before *** after the above supplier selection dates to actively participate with Customer
and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM).


 


	2.	On-dock Dates and Other Information.



 


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


 


	3.	Additional Delivery Requirements - Import.



 


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


 






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




     


    

 


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


Preliminary On Dock Date Data:


 


	Nominal
    Del Date	Aircraft
    Qty	***	***	***	***	***	***	***	***	***	***
	***	***	***	***	***	***	***	***	***	***	***	***
	***	***	 	 	 	 	 	 	 	 	 	 


 






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



     


    

 


ENGINE ***


ENGINE WARRANTY
***


 


between


 


THE BOEING
COMPANY


 


and


 


United
Airlines, Inc.


 


Supplemental
Exhibit EE1


to Purchase
Agreement Number 04761


 






    

	PA No. 04761	 	 
	Supplemental Exhibit EE1	 	Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 


ENGINE ***


ENGINE WARRANTY AND ***


 


relating to


 


BOEING MODEL 737 AIRCRAFT


 


	1.	ENGINE ***.



 


*** is defined for the 737-600,
737-700, 737-800, 737-900, 737-900ER, 737-7, 737-8, 737-9 or 737-10 Aircraft. Pursuant to the AGTA, the *** for these *** are *** and
*** in the same manner as the ***.


 


	2.	ENGINE WARRANTY AND ***.



 


Boeing has obtained from CFM
International, Inc. (or CFM International, S.A., as the case may be) (CFM) the right to extend to *** the *** of CFM's warranty
as set forth below (***); subject, however, to *** acceptance of the conditions set forth herein. Accordingly, *** to *** and *** the
*** as hereinafter set forth, and such *** to all CFM56-7 and *** type Engines (including all Modules and Parts thereof) installed
in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft except that, if Customer and
CFM have executed, or hereafter execute, a General Terms Agreement, then the terms of that Agreement shall be substituted for and supersede
the provisions of paragraphs 2.1 through 2.10 below and paragraphs 2.1 through 2.10 below shall be of no force or effect and
neither Boeing nor CFM shall have any obligation arising therefrom. In consideration for ***


 


2.1          
Title. CFM warrants that at the date of delivery, CFM has legal title to and good and lawful right to sell its CFM56-7
and *** type Engine and Products and furthermore warrants that such title is free and clear of all claims, liens and encumbrances of any
nature whatsoever.


 


2.2           Patents.


 


***


2.2.3       
The above provisions also apply to products which are the same as those covered by this Agreement and are delivered to Customer
as part of the installed equipment on *** and *** powered Aircraft.


 


2.3           Initial Warranty. CFM warrants that CFM56-7 and *** Engine products will conform to CFM's applicable specifications
and *** prior to Customer's initial use of such products.


 


2.4          
***


 


2.4.2       
Any warranties set forth herein shall not be transferable to a third party, merging company or an acquiring entity of Customer.


 


2.4.3       
In the event Customer is merged with, or acquired by, another aircraft operator which has a general terms agreement with CFM, ***
as set forth herein shall apply to ***.


 






    

	PA No. 04761	 	 
	Supplemental Exhibit EE1	 	Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 


2.5           New Engine Warranty.


 


2.5.1       
CFM warrants each new Engine and Module against *** for the initial *** Flight Hours as follows:


 


		(i)	Parts *** for any ***.



 


2.5.2       
As an alternative to the above ***, CFM shall, upon request of Customer:


 


		(i)	Arrange to have the failed Engines and Modules repaired, as appropriate, at a facility
designated by CFM at ***



 


		(ii)	Transportation to and from the designated facility shall be at ***'s expense.



 


2.6         
New Parts Warranty. In addition to the warranty granted for new Engines and new Modules, CFM warrants Engine and Module
Parts as follows:


 


2.6.1       
During the first *** Flight Hours for such Parts and Expendable Parts, *** will grant *** percent (***%) *** or *** for repair
labor for failed Parts.


 


2.6.2       
*** will grant a pro rata Parts *** for Scrapped Parts decreasing from *** percent (***%) at *** Flight Hours Part Time to
*** percent (***%) at the applicable hours designated in Table 1.


 


2.7         
Ultimate Life Warranty.


 


2.7.1       
CFM warrants Ultimate Life limits on the following Parts:


 


***


2.7.2       
*** will grant a pro rata *** decreasing from *** percent (***%) when new to *** percent at *** Flight Hours or *** Flight
Cycles, whichever comes earlier. *** will be granted only *** by a CFM or a U.S. and/or French Government imposed Ultimate Life limitation
of less than *** Flight Hours or *** Flight Cycles.


 


2.8         
***.


 


2.8.1       
A *** will be declared by CFM when a *** introduction, ***, or *** replacement of an Engine or Module is *** CFM Service Bulletin
or FAA Airworthiness Directive. *** may also be declared for CFM Service Bulletins requesting *** no later than the next Engine or Module
shop visit. *** will *** following Parts ***:


 


Engines and Modules


 


		(i)	*** percent (***%) for Parts in inventory or removed from service when new or
with *** Flight Hours or less total Part Time.



 


		(ii)	*** percent (***%) for Parts in inventory or removed from service with over ***
Flight Hours since new, regardless of warranty status.



 


2.8.2       
*** - *** will grant *** percent (***%) *** for *** of CFM supplied Engines, Modules, or Parts therefore when such action
is required to comply with a *** CFM Service Bulletin or FAA Airworthiness Directive. A *** will be granted by *** for other CFM issued
Service Bulletins if so specified in such Service Bulletins.


 






    

	PA No. 04761	 	 
	Supplemental Exhibit EE1	 	Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 


2.8.3       
 Life Controlled Rotating Parts retired by Ultimate Life limits including FAA and/or EASA Airworthiness Directive, are excluded
from Campaign Change Warranty.


 


2.9          
Limitations. THE PROVISIONS SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL
OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF CFM WITH
RESPECT TO CLAIMS OF ANY KIND, INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE OR HANDLING OF THE PRODUCTS OR
PARTS THEREOF OR THEREFORE, AND IN NO EVENT SHALL CFM'S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO
CUSTOMER'S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.


 


2.10       
Indemnity and Contribution.


 


2.10.1   
IN THE EVENT *** FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN LIMITATIONS, PARAGRAPH 2.9. ABOVE, *** SHALL INDEMNIFY AND
HOLD *** HARMLESS FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR CONTRIBUTION OR INDEMNITY, INCLUDING COSTS AND EXPENSES
(INCLUDING ATTORNEYS' FEES) INCIDENT THERETO OR INCIDENT TO ESTABLISHING SUCCESSFULLY THE RIGHT TO INDEMNIFICATION UNDER THIS PROVISION.
THIS INDEMNITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OF ***, WHETHER
ACTIVE, PASSIVE OR IMPUTED.


 


2.10.2   
*** SHALL INDEMNIFY AND HOLD *** HARMLESS FROM ANY DAMAGE, LOSS, CLAIM, AND LIABILITY OF ANY KIND (INCLUDING EXPENSES OF LITIGATION
AND ATTORNEYS' FEES) FOR PHYSICAL INJURY TO OR DEATH OF ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF THE ALLEGED DEFECTIVE
NATURE OF ANY PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, TO THE EXTENT THAT THE PAYMENTS MADE OR REQUIRED TO BE MADE BY *** EXCEED
ITS ALLOCATED SHARE OF THE TOTAL FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS ALLEGED TO HAVE CAUSED SUCH DAMAGE, LOSS, CLAIM, OR LIABILITY
BECAUSE OF A LIMITATION OF LIABILITY ASSERTED BY *** OR BECAUSE *** DID NOT APPEAR IN AN ACTION BROUGHT AGAINST ***. *** OBLIGATION TO
INDEMNIFY *** HEREUNDER SHALL BE APPLICABLE AT SUCH TIME AS *** IS REQUIRED TO MAKE PAYMENT PURSUANT TO A FINAL JUDGEMENT IN AN ACTION
OR PROCEEDING IN WHICH *** WAS A PARTY, PERSONALLY APPEARED, AND HAD THE OPPORTUNITY TO DEFEND ITSELF. THIS INDEMNITY SHALL APPLY WHETHER
OR NOT *** LIABILITY IS OTHERWISE LIMITED.


 








    

	PA No. 04761	 	 
	Supplemental Exhibit EE1	 	Page 4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 





SERVICE LIFE
POLICY COMPONENTS


 


between


 


THE BOEING
COMPANY


 


and


 


United
Airlines, Inc.


 


Supplemental
Exhibit SLP1


to Purchase
Agreement Number  04761


 






    


	UCH-PA-04761-SLP1 	 	 
	 	 	Page 1 
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


SERVICE LIFE POLICY COMPONENTS


 


relating to


 


BOEING MODEL 737 MAX AIRCRAFT


 


This is the listing of SLP
Components for the Aircraft which relate to Part 3, Boeing Service Life Policy of Exhibit C, Product Assurance Document
to the AGTA and is a part of Purchase Agreement No. PA-04761.


 


	1.	Wing.



 


		(i)	Upper and lower wing skins and stiffeners between the forward and rear wing spars.



 


		(ii)	Wing spar webs, chords and stiffeners.



 


		(iii)	Inspar wing ribs.



 


		(iv)	Inspar splice plates and fittings.



 


		(v)	Main landing gear support structure.



 


		(vi)	Wing center section lower beams, spanwise beams and floor beams, but not the seat
tracks attached to floor beams.



 


		(vii)	Wing-to-body structural attachments.



 


		(viii)	Engine strut support fittings attached directly to wing primary structure.



 


		(ix)	Support structure in the wing for spoilers and spoiler actuators; for aileron hinges
and reaction links; and for leading edge devices and trailing edge flaps.



 


		(x)	Trailing edge flap tracks and carriages.



 


		(xi)	Aileron leading edge device and trailing edge flap internal, fixed attachment and
actuator support structure.



 






    


	UCH-PA-04761-SLP1 	 	 
	 	 	Page 2 
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


	2.	Body.



 


		(i)	External surface skins and doublers, longitudinal stiffeners, longerons and circumferential
rings and frames between the forward pressure bulkhead and the vertical stabilizer rear spar bulkhead and structural support and enclosure
for the APU but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels
and related installation and connecting devices.



 


		(ii)	Window and windshield structure but excluding the windows and windshields.



 


		(iii)	Fixed attachment structure of the passenger doors, cargo doors and emergency exits,
excluding door mechanisms and movable hinge components. Sills and frames around the body openings for the passenger doors, cargo doors
and emergency exits, excluding scuff plates and pressure seals.



 


		(iv)	Nose wheel well structure, including the wheel well walls, pressure deck, bulkheads,
and gear support structure.



 


		(v)	Main gear wheel well structure including pressure deck and landing gear beam support
structure.



 


		(vi)	Floor beams and support posts in the control cab and passenger cabin area, but excluding
seat tracks.



 


		(vii)	Forward and aft pressure bulkheads.



 


		(viii)	Keel structure between the wing front spar bulkhead and the main gear wheel well aft
bulkhead including splices.



 


		(ix)	Wing front and rear spar support bulkheads, and vertical and horizontal stabilizer
front and rear spar support bulkheads including terminal fittings but excluding all system components and related installation and connecting
devices, insulation, lining, and decorative panels and related installation and connecting devices.



 


		(x)	Support structure in the body for the stabilizer pivot and stabilizer screw.



 






    


	UCH-PA-04761-SLP1 	 	 
	 	 	Page 3 
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


	3.	Vertical Stabilizer.



 


		(i)	External skins between front and rear spars.



 


		(ii)	Front, rear and auxiliary spar chords, webs and stiffeners and attachment fittings.



 


		(iii)	Inspar ribs.



 


		(iv)	Rudder hinges and supporting ribs, excluding bearings.



 


		(v)	Support structure in the vertical stabilizer for rudder hinges, reaction links and
actuators.



 


		(vi)	Rudder internal, fixed attachment and actuator support structure.



 


	4.	Horizontal Stabilizer.



 


		(i)	External skins between front and rear spars.



 


		(ii)	Front and rear spar chords, webs and stiffeners.



 


		(iii)	Inspar ribs.



 


		(iv)	Stabilizer center section including hinge and screw support structure.



 


		(v)	Support structure in the horizontal stabilizer for the elevator hinges, reaction links
and actuators.



 


		(vi)	Elevator internal, fixed attachment and actuator support structure.



 


	5.	Engine Strut.



 


		(i)	Strut external surface skin and doublers and stiffeners.



 


		(ii)	Internal strut chords, frames and bulkheads.



 


		(iii)	Strut to wing fittings and diagonal brace.



 


		(iv)	Engine mount support fittings attached directly to strut structure and including the
engine-mounted support fittings.



 






    


	UCH-PA-04761-SLP1 	 	 
	 	 	Page 4 
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


	6.	Main Landing Gear.



 


		(i)	Outer cylinder.



 


		(ii)	Inner cylinder, including axles.



 


		(iii)	Upper and lower side struts, including spindles, universals and reaction links.



 


		(iv)	Drag strut.



 


		(v)	Orifice support tube.



 


		(vi)	Downlock links including spindles and universals.



 


		(vii)	Torsion links.



 


		(viii)	Bell crank.



 


		(ix)	Trunnion link.



 


		(x)	Actuator beam, support link and beam arm.



 


	7.	Nose Landing Gear.



 


		(i)	Outer cylinder.



 


		(ii)	Inner cylinder, including axles.



 


		(iii)	Orifice support tube.



 


		(iv)	Upper and lower drag strut, including lock links.



 


		(v)	Steering plates and steering collars.



 


		(vi)	Torsion links.



 


NOTE: The Service Life
Policy *** the SLP Components.


 



    


	UCH-PA-04761-SLP1 	 	 
	 	 	Page 5 
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


 


	 	The Boeing Company

                                            P.O. Box 3707

                                            Seattle, WA 98124-2207




 


UAL-PA-04761-LA-1801463 


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); and



 


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



 


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


 


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


 


		1.	***



 


		2.	***.



 


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



 


		3.	*** Rights.



 


		3.1	Customer agrees that ***.



 


		3.2	In the event Boeing *** to Boeing pursuant to Article 3.1, absent
instruction from Boeing to the contrary, Customer shall, *** the Purchase Agreement as amended by this Letter Agreement. Customer will
***.



 


		3.3	For all purposes of this paragraph 3, including without
limitation, notice, *** or any other application, ***. Boeing expressly reserves all of its rights and remedies under any agreement and
applicable law.



 






    
	UAL-PA-04761-LA-1801463 	 
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		4.	Confidentiality.



 


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


 


		5.	Assignment.



 


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


 


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


 


 


Very truly yours,


 


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



 






    
	UAL-PA-04761-LA-1801463 	 
	 *** Matters	Page 2
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	May
15, 2018	 



 


	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	 
	Its:	Senior Vice
    President Finance, Procurement and Treasurer	 



 






    
	UAL-PA-04761-LA-1801463 	 
	 *** Matters	Page 3
	BOEING/UNITED AIRLINES, INC. PROPRIETARY

 


     


    

 





	 	The Boeing Company

                                            P.O. Box 3707

                                            Seattle, WA 98124-2207



 





UAL-PA-04761-LA-1801464


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Demonstration Flight Waiver



 


		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.


 


Definition of Terms:


 


Correction Costs: Customer's direct labor
costs and the cost of any material required to correct a Flight Discrepancy where direct labor costs are equal to the Warranty Labor Rate
in effect between the parties at the time such labor is expended.


 


Flight Discrepancy: A failure or malfunction
of an Aircraft, or the accessories, equipment or parts installed on the Aircraft which results from a defect in the Aircraft, Boeing Product,
engine or Supplier Product or a nonconformance to the Detail Specification for the Aircraft.


 


The AGTA provides that each
aircraft will be test flown prior to delivery for the purpose of demonstrating the functioning of such Aircraft and its equipment to Customer;
however, Customer may elect to waive this test flight. For each test flight waived, *** agrees to *** an amount of *** at delivery that,
including the ***, totals the following ***:


 


	Aircraft Model	***
	737	***


 






    
	UAL-PA-04761-LA-1801464	 
	Demonstration Flight Waiver	Page 1
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


 


 


Further, *** agrees to ***
for any *** as a result of the discovery of a *** during the first flight of the aircraft by *** following delivery to the extent such
*** are not covered under a warranty provided by *** or any of *** suppliers.


 


Should a *** which requires
the *** of the Aircraft to *** facilities at ***, so that Boeing may *** such ***, Boeing and Customer agree that title to and risk of
loss of such Aircraft ***. In addition, it is agreed that *** will have *** while it is on the ground at *** facilities in ***, as is
chargeable by law to a bailee for mutual benefit, but *** shall not be liable for ***.


 


To be *** for *** shall submit
a written itemized statement describing any *** and indicating the *** incurred by *** for each ***. This request must be submitted to
***, within *** days after the ***.


 


Very truly yours,


 


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



 






    
	UAL-PA-04761-LA-1801464	 
	Demonstration Flight Waiver	Page 2
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	May 15, 2018	 



 


	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	 
	Its:	Senior Vice
    President Finance, Procurement and Treasurer	 



 






    
	UAL-PA-04761-LA-1801464	 
	Demonstration Flight Waiver	Page 3
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 





	 	The Boeing Company

                                            P.O. Box 3707

                                            Seattle, WA 98124-2207



 





UAL-PA-04761-LA-1801465


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Open Matters 737-10 Aircraft



 


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



 


This letter agreement (Letter
Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same
meaning as in the Purchase Agreement. 04761


 


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


 


		1.	Aircraft Delivery Schedule.



 


1.1             
The scheduled delivery position of the 737-10 Aircraft, as of the date of this Letter Agreement is listed in Table 1 of the Purchase
Agreement and provides the delivery schedule in *** delivery windows consisting of a nominal delivery month (Nominal Delivery Month)
***. No later than *** prior to Nominal Delivery Month of Customer’s first 737-10 Aircraft in each calendar year, Boeing will provide
written notice with a *** of the scheduled delivery month for each 737-10 Aircraft with a Nominal Delivery Month in such calendar year.


 


1.2             
Customer and Boeing will consult on a frequent basis to keep each other informed as to Customer’s fleet plans and Boeing’s
production plans in order to meet the requirements of both parties. Based on such reviews and discussions, Boeing will use commercially
reasonable efforts to meet Customer’s fleet needs when providing the notices required by Article 1.1. Such notices provided by Boeing
will constitute an amendment to Table 1 of the Purchase Agreement. The amended Table 1 shall be the scheduled delivery positions for the
purposes of applying all provisions of the Purchase Agreements, including without limitation the BFE on-dock dates, and *** the *** for
the 737-10 Aircraft.


 






    
	UAL-PA-04761-LA-1801465	 
	Open Matters	Page 1
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


 


 


		2.	Aircraft Configuration.



 


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


 


2.1.1       
No later than *** prior to the first 737-10 Aircraft's scheduled delivery, Boeing and Customer will discuss potential *** features.


 


2.1.2       
Within *** after that meeting, Boeing will provide Customer with a proposal for those *** features that can be incorporated into
the 737-10 Aircraft during production.


 


2.1.3       
Customer will then have *** to accept or reject the *** features.


 


2.1.4       
Within *** following Final Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement which
will reflect the following:


 


2.1.4.1 
Changes applicable to the basic Model 737-10 aircraft which are developed by Boeing between the date of signing of the Purchase
Agreement and date of Final Configuration.


 


2.1.4.2 
Incorporation into Exhibit A of the Purchase Agreement, by written amendment, those *** features which have been agreed to
by Customer and Boeing (Customer Configuration Changes);


 


2.1.4.3 
Revisions to the Supplemental Exhibit BFE1 to reflect the selection dates and on-dock dates of BFE;


 


2.1.4.4 
Changes to the *** Features Prices, and *** to adjust for the difference, if any, between the prices estimated in Table 1
of the Purchase Agreement for *** features reflected in the *** and the actual prices of the *** features reflected in the Customer Configuration
Changes. Such changes will not result in a *** to the *** provided in Table 1.


 


		3.	Assignment.



 


Except as provided in Letter
Agreement No. UAL-PA-04761-LA-1801470, 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-1801465	 
	Open Matters	Page 2
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


 


 


		4.	Confidential Treatment.



 


Customer and Boeing understand
that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential
and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801472.


 


Very truly yours,


 


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



 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	May 15, 2018	 



 


	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/
Gerald Laderman	 
	 	 
	Its:	Senior Vice President Finance, Procurement and Treasurer	 



 






    
	UAL-PA-04761-LA-1801465	 
	Open Matters	Page 3
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


 


		The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




 


 


UAL-PA-04761-LA-1801467


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	Special Matters – 737-10 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.


 


1.           
***.


 


1.1          
737-10 ***.


 


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


 


1.2          
***.


 


At the time of delivery of the
***


 


2.           
***.


 


Unless otherwise noted, the
*** stated in Paragraphs 1.1 through 1.2 (***) are in *** for 737-10 Aircraft. The *** to the scheduled *** of the respective
Aircraft delivery pursuant to the *** formula set forth in the Purchase Agreement applicable to the Aircraft. ***


 


3.           
737 Supplier Management.


 


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


 


4.           
Supplier Diversity.


 


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


 






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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. ***.


 


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-1801467
	Special Matters	Page 2

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ACCEPTED AND AGREED TO this


 


	Date:	May
                                                                                                15, 2018	 



 


UNITED AIRLINES, INC.


 


	By:	/s/ Gerald Laderman	 
	 	 	 
	Its:	Senior Vice President Finance, Procurement and Treasurer	 



 








    UAL-PA-04761-LA-1801467
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BOEING / UNITED AIRLINES PROPRIETARY


     


    

 





		The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207



 


 





UAL-PA-04761-LA-1801468


 


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); 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:


 


***


1.           
***


 


2.           
Interest.


 


In *** to the *** in paragraph 1,
for *** commencing *** after the *** interest calculated as follows (Interest):


 


The product of the daily interest
rate (computed by dividing the interest rate in effect for each day by three hundred sixty-five (365) day, or three hundred sixty-six (366)
days, as the case may be) times *** received by Boeing for such Aircraft. The interest rate in effect for each day shall be computed using
the *** rate as published in the Wall Street Journal, US edition, effective the first business day of the *** and reset ***. For all purposes
of this Letter Agreement, ***, then Boeing and Customer shall enter into an amendment to this Agreement to incorporate a *** interest
rate that gives due consideration to the then prevailing market convention for determining a rate of interest for loans in the United
States at such time.


 


Such interest will be calculated
on a simple interest basis and paid in full at the same time as the ***.


 






    UAL-PA-04761-LA-1801468
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/ UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


3.           
***.


 


3.1           Boeing
agrees to provide an *** the ***. The intent of providing such *** is to *** the ***, as provided for in the Purchase Agreement, on the
*** from the *** to the *** of *** to *** under the Purchase Agreement.


 


3.2           The
*** will be determined by subtracting the *** and *** at the *** for *** as provided in the Purchase Agreement, if applicable) *** and
*** at the *** as provided in the Purchase Agreement, if applicable).


 


4.           
***.


 


Customer will not have the
right to ***. Subject to Articles 4.1, 4.2, and 4.3 of this Letter Agreement, if ***


 


4.1          
In the event that Customer *** the *** pursuant to Article 4 of this Letter Agreement, and the ***


 


4.2          
For each additional *** may terminate the ***


 


4.3           In
the event that the *** of a ***. For *** that ***, but which are *** pursuant to this Article 4.3, Customer ***, including without limitation
those arising out of this Purchase Agreement.


 


5.           
***.


 


If the Purchase Agreement
is *** with respect to any *** for a *** will, in *** and Interest as described above, *** to Customer the *** of the *** received by
*** for such ***.


 


6.           
***.


 


The *** in this Letter Agreement
are *** for a *** and are *** delivery. Customer *** or otherwise for any such ***.


 


7.           
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.


 


8.           
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.


 






    UAL-PA-04761-LA-1801468
	***	       Page 2

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


Very truly yours,


 


THE BOEING COMPANY


 


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



 






    UAL-PA-04761-LA-1801468
	***	       Page 3

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


ACCEPTED AND AGREED TO this


 


	Date:	May 15, 2018	 



 


UNITED AIRLINES, INC.


 


	By;	/s/ Gerald Laderman	 
	 	 	 
	Its:	Senior Vice President Finance, Procurement and Treasurer	 



 


 






    UAL-PA-04761-LA-1801468
	***	       Page 4

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 





		The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207



 





UAL-PA-04761-LA-1801469


 


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.


 


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


 


1.            Customer's ***.


 


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


 


2.           ***


 


At the time of delivery of
each Aircraft, or *** after delivery of an Aircraft, *** Customer. Such *** shall be ***, identifying the Aircraft Manufacturer's Serial
Number (MSN), the delivery date and the Effective Date of the ***. The *** shall also indicate ***. Customer may *** subsequent
to the Effective Date. If Customer ***, then Customer shall *** as outlined in paragraph 3 below.


 


3.            ***


 


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


 


4.            ***


 


5.            Confidential Treatment.


 


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


 






    UAL-PA-04761-LA-1801469
	***	Page 1


BOEING/UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


 


Very truly yours,


 


THE BOEING COMPANY


 


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



 


ACCEPTED AND AGREED TO this


 


	Date:	May 15, 2018	 


 


UNITED AIRLINES, INC.


 


	By:	/s/ Gerald Laderman	 
	 	 	 
	Its:	Senior Vice President Finance, Procurement and Treasurer	 



 


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


 


	Date:	May 15, 2021	 



 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Attention:	Technical Department
	 	 
	Reference:	Letter Agreement UAL-PA-04761-LA-1801469 to Purchase Agreement 04761



 


***


Very truly yours,


 






    UAL-PA-04761-LA-1801469
	***	Page 2

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


	THE BOEING COMPANY	 




 


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



 


Attachment A: ***


 


***


 


 






    Attachment A to UAL-PA-04761-LA-1801469
	***	Page 2


BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


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


 


***


 








    Attachment B to UAL-PA-04761-LA-1801469
	***	Page 1

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 


		The Boeing Company

                                                                     P.O. Box 3707

                                                                     Seattle, WA 98124-2207





 


 


UAL-PA-04761-LA-1801470


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	Privileged and Confidential 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.


 


Boeing and Customer agree
that certain commercial and financial information contained in or transmitted pursuant to the Purchase Agreement and AGTA (together the
 “Purchase Agreement”) between Boeing and Customer and all letter agreements made a part of the Purchase Agreement, including
exhibits or attachments thereto are considered by Boeing and Customer as privileged and confidential and the parties agree that the information
contained therein or transmitted pursuant to (Information) represents confidential business information. Except as specified below,
each of Boeing and Customer is prohibited from disclosing the Information to any person, entity, or government agency. Each party shall
protect the confidentiality of such Information in the manner similar to how a party protects its own Information of a similar nature,
but with no less than a reasonable standard of care. This provision shall not restrict a party from taking any steps necessary to protect
and safeguard its interests relating to the Information, including obtaining a protective order or other injunctive relief, where appropriate.


 


		(a)	Employees. A party may disclose the Information to its own employees (including the employees of
Customer’s controlled subsidiaries United Air Lines, Inc. and Continental Airlines, Inc.) who (i) have a need to know the Information
for purposes of assisting said party in the evaluation or administration of the Purchase Agreement or such party’s business operations
and (ii) have been instructed to not disclose the Information except as provided by this Letter Agreement.



 






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		(b)	Professional Advisors. A party may disclose the Information to its auditors, insurers, financial
advisors, *** and attorneys (“Professional Advisors”) who have a need to know the Information in connection with providing
services to said party only when said party has first obtained from the Professional Advisor a written obligation of confidentiality and
restricted use that is no less restrictive than the terms of this Letter Agreement. Each party shall be fully responsible to the other
party for the Professional Advisors' compliance with such obligations.



 


		(c)	Regulatory Requirements. A party may disclose in a regulatory or other government filing that part
of the Information which is required by applicable law or regulation to be disclosed in such regulatory or other governmental filings,
including filings with the Securities and Exchange Commission (“SEC”), but only in accordance with the following
requirements:



 


		(i)	The disclosing party shall advise the other party in writing of such disclosure requirement prior to making
such disclosure to enable the other party to take those steps it deems necessary to protect the Information; and



 


		(ii)	The disclosing party shall, as requested by the other party, seek redaction and/or confidential treatment
for the Information or parts thereof from the SEC or other applicable regulators.



 


Very truly yours,


 


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





 






    	UAL-PA-04761-LA-1801470	 
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    ACCEPTED AND AGREED TO this
	 
	 	 
	Date:	  May 15, 2018	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	  /s/ Gerald Laderman	 
	 	 
	Its:	  Senior Vice President Finance, Procurement and Treasurer	 


 








    	UAL-PA-04761-LA-1801470	 
	Privileged and Confidential Matters	Page 3 

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


		The Boeing Company

                                                                     P.O. Box 3707

                                                                     Seattle, WA 98124-2207







 





UAL-PA-04761-LA-1801471


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	AGTA 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.


 


1.            AGTA
Basic Articles.


 


1.1             
Article 2.1.1, “Airframe Price,” of the basic articles of the AGTA is revised to read as follows:


 


Airframe Price
is defined as the price of the airframe for a specific model of aircraft described in a purchase agreement. (For Models 737-600, 737-700,
737-800, 737-900, 737-7, 737-8, 737-9, 737-10, 747-8, 777-200LR, and 777-300ER, the Airframe Price includes the engine price at its basic
thrust level.)


 


1.2             
Article 2.1.3, “Engine Price” of the basic articles of the AGTA is revised to read as follows:


 


Engine Price
is defined as the price set by the engine manufacturer for a specific engine to be installed on the model of aircraft described in a purchase
agreement (*** to Models 737-600, 737-700, 737-800, 737-900, 737-7, 737-8, 737-9, 737-10, 747-8, 777-200LR and 777-300ER).





 






    	UAL-PA-04761-LA-1801471	 
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1.3           Article 2.1.5, “*** Adjustment” of the basic articles of the AGTA is revised to read as follows:


 


*** Adjustment
is defined as the price adjustment to the Airframe Price (*** for Models 737-600, 737-700 737-800, 737-900, 737-7, 737-8, 737-9, 737-10,
747-8, 777-200LR and 777-300ER) and the *** Features Prices resulting from the calculation using the economic price formula contained
in the *** to the ***. The price adjustment to the Engine Price for all other models of aircraft will be calculated using the *** in the
***.


 


1.4          Article
11 of the AGTA i entitled “Notices” is revised to read as follows:


 


Article 11. Notices.


 


All notices required
by this AGTA or by any applicable purchase agreement will be written in English, will be effective on the date of receipt, and will be
delivered or transmitted by any customary means to the appropriate address or number listed below:


 


	UNITED	BOEING
	
    By mail:

     

    United Airlines, Inc.

    233 South Wacker Drive

    Chicago, Illinois 60606

     

     

    By Courier:

    United Airlines, Inc.

    233 South Wacker Drive – HDQPP

    Chicago, Illinois 60606

    Attn: Vice President of Procurement_______________

     
	
    By mail:

     

    The Boeing Company 

    P.O. Box 3707 

    Mail Code: 21-43 

    Seattle, WA 98124

     

    By Courier:

    Boeing Commercial Airplanes

    1901 Oakesdale Avenue SW

    Renton, Washington 98057

    Attn: Vice President –
Contracts Mail Code 21-24

     



 


2.             Appendices
to the AGTA.


 


2.1             
Appendix I, entitled “SAMPLE Insurance Certificate” the Combined Single Limit Bodily Injury and Property Damage:
U.S. Dollars ($) any one occurrence each Aircraft (with aggregates as applicable) is added for the 737-7, 737-8, 737-9 and 737-10
in the amount of ***.





 






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3.            Exhibit C to the AGTA, “Product Assurance Document”.


 


3.1         Part
2, Article 3.1, subsection (i), of Exhibit C of the AGTA is revised to read as follows:


 


for Boeing aircraft models 777F, 777-200,
777-300ER, 737-600, 737-700, 737-800, 737-900, 737-7, 737-8, 737-9, 737-10, 787 or new aircraft models designed and manufactured with
similar, new technology and for the model 747-8, the warranty period ends *** after Delivery.


 


Very truly yours,


 


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





 






    	UAL-PA-04761-LA-1801471	 
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	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	  May 15, 2018	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	  /s/
    Gerald Laderman	 
	 	 
	Its:	  Senior Vice President Finance, Procurement and Treasurer	 


 








    	UAL-PA-04761-LA-1801471	 
	AGTA Matters	Page 4 

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		The Boeing Company

                                                                     P.O. Box 3707

                                                                     Seattle, WA 98124-2207




 





 


UAL-PA-04761-LA-1801472


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	Assignment 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.


 


Notwithstanding any statement
to the contrary in the Purchase Agreement or letter agreements to the Purchase Agreement, Boeing acknowledges that Customer will ***


 


1.            Assignment of Customer’s Interest.


 


Boeing hereby consents to
Customer’s assignment of Customer’s rights and interest under the Purchase Agreement to: 1) Customer’s controlled subsidiary
United Air Lines, Inc. (United Air Lines), 2) Customer’s controlled subsidiary Continental Airlines, Inc. (Continental
Airlines), or 3) the successor entity resulting from the merger or consolidation of United Air Lines, Continental Airlines, and/or
Customer (UAL Entity), in each case subject to the following terms and conditions:


 


1.1             
Customer must notify Boeing of its intent to exercise its right to assign Aircraft in writing no less than *** prior to the first
day of the scheduled delivery month of the Aircraft to be assigned;


 


1.2             
Boeing shall not be subject to any additional liability as a result of the assignment which Boeing would not otherwise be subject
to under the Purchase Agreement;


 


1.3             
Customer’s assignment will include all of its rights and obligations under the Purchase Agreement with respect to the Aircraft
and Customer’s assignee will assume all of Customer’s right and obligations under the Purchase Agreement with respect to the
Aircraft.


 


1.4             
If Customer’s assignees are either United Air Lines or Continental Airlines, then United Air Lines or Continental Airlines
remain as controlled subsidiaries of Customer respectively at the time of assignment.





 


1.5             
 The assignment shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing
to divest itself of title to or possession of the Aircraft, or any other things, until delivery thereof and full payment is provided to
Boeing.


 






    	UAL-PA-04761-LA-1801472	 
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2.            Assignment.


 


This Letter Agreement is provided
as an accommodation to Customer in consideration of its relationship with Boeing, and can only be assigned pursuant to Article 9 of the
AGTA, as amended.


 


3.          
Confidential Treatment.


 


Customer and Boeing understand
that certain commercial 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-1801472	 
	Assignment Matters	Page 2 

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	  May 15, 2018	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	  /s/ Gerald Laderman	 
	 	 
	Its:	  Senior Vice President Finance, Procurement and Treasurer	 


 








    	UAL-PA-04761-LA-1801472	 
	Assignment Matters	Page 3 

BOEING / UNITED AIRLINES, INC. PROPRIETARY


     


    

 


 





	 	The Boeing
                         Company

                         P.O. Box 3707

                         Seattle, WA 98124-2207





   





 


UAL-PA-04761-LA-1801473


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	737-10 Aircraft ***



 


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



 


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


 


Boeing
agrees to provide Customer with the *** in the Attachments. These *** are exclusive and expire upon delivery
of the relevant Aircraft to Customer.


 


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-1801473	LA Page 1
	737-10 ***	
	BOEING PROPRIETARY




     


    

  


  


	ACCEPTED AND AGREED
    TO this	 
	 	 
	Date:	May
    15, 2018	 



 


	UNITED AIRLINES,
    INC.	 
	 	 
	By:	/s/ Gerald
    Laderman	 
	 	 
	Its:	Senior
Vice President Finance, Procurement and Treasurer
	 



 


















    	UAL-PA-04761-LA-1801473	LA Page 2
	737-10 ***	
	BOEING PROPRIETARY




     


    

  


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 1


 


MODEL
737-10 ***



 


FOR United Airlines, Inc.


  


	 	SECTION	CONTENTS
	 	 	 
		1	AIRCRAFT MODEL APPLICABILITY



 


		2	FLIGHT PERFORMANCE



 


		3	AIRCRAFT CONFIGURATION



 


		4	 ***



 


		5	 ***



 


		6	***



 









    	Attachment to UAL-PA-04761-LA-1801473
	 
	737-10 ***
	Attachment, Page 1

	BOEING PROPRIETARY




     


    

  


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 2



  


		1	AIRCRAFT MODEL
                                            APPLICABILITY



 


The
*** contained in this Attachment (the "***") are applicable to the 737-10 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:



 


NOMINAL:               ***     feet

TOLERANCE:          ***     feet

***:                            ***     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 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:



 


NOMINAL:               ***     pounds

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



 


NOMINAL:               ***     pounds

TOLERANCE:          ***     pounds

***:                           ***     pounds


 


		2.2	Landing



 


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



 


NOMINAL:               ***     feet

TOLERANCE:          ***     feet
 ***:                           ***     feet


 









    	P.A. No. 04761	LA-1801473 Attachment, Page 2
	AERO-B-BBA4-M17-0489	SS17-0360
	BOEING PROPRIETARY




     


    

 


Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 3



 


		2.2.2	The
                                            FAA-approved landing field length at a gross weight of 167,400 pounds and at an altitude
                                            of *** feet, will not be more than the following  *** value:



 


NOMINAL:               ***     feet

TOLERANCE:          ***     feet
 ***:                           ***     feet


 


		2.3	Enroute
                                            One-Engine-Inoperative Altitude



 


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:


 


NOMINAL:               ***     feet

TOLERANCE:          ***     feet
 ***:                            ***     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 level cruising flight using not more than maximum cruise thrust.



 


		2)	The Aircraft
                                            will be capable of maintaining a rate of climb of *** feet per minute using not more than
                                            maximum climb thrust.



 


		3)	The Aircraft
                                            will have at least *** g margin to initial buffet.



 


		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


 









    	P.A. No. 04761	LA-1801473 Attachment, Page 3
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 4



 


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
    runway slope is *** percent uphill.
	 	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. 



 









    	P.A. No. 04761	LA-1801473 Attachment, Page 4
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 5



 


	 	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 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.
	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. 04761	LA-1801473 Attachment, Page 5
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 6



 


		2.5.2	Mission
                                            Payload



 


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


 


NOMINAL:             ***    pounds

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


 


The above
payload may require special attention to payload distribution and operational procedures.


 


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
    clearway 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. 
	 	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. 04761	LA-1801473 Attachment, Page 6
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 7



 


	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.
	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




 









    	P.A. No. 04761	LA-1801473 Attachment, Page 7
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 8



 


	 	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 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.
	 	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.



 









    	P.A. No. 04761	LA-1801473 Attachment, Page 8
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 9



 


	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.
	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.



 

		2.5.4	Mission
                                            Payload



 


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


 


NOMINAL:             ***    pounds

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


 









    	P.A. No. 04761	LA-1801473 Attachment, Page 9
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 10



 


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 ***°C.
	 	The
    runway length is *** feet.
	 	The
    headwind is *** knots.
	 	The
    runway slope is *** percent downhill.
	 	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
	 	Takeoff
    performance is based on an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord. 



   









    	P.A. No. 04761	LA-1801473 Attachment, Page 10
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 11


 





	 	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 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.
	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. 04761	LA-1801473 Attachment, Page 11
	AERO-B-BBA4-M17-0489	SS17-0360
	BOEING PROPRIETARY




     


    

  






Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 12



 


	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.


	2.5.5	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. 04761	LA-1801473 Attachment, Page 12
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 13



 


	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.
	Approach
    and Landing Maneuver:	The
    Aircraft decelerates to the final approach speed while extending flaps and landing gear, then descends and lands.
	 	The
    destination is a sea level airport.



 






    	P.A. No. 04761	LA-1801473 Attachment, Page 13
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


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                    ***       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.


	2.5.6	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.


 






    	P.A. No. 04761	LA-1801473 Attachment, Page 14
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 15



 


	2.5.7  737-10
    Weight Summary - United Airlines	 	 	 	 
	 	 	 	Pounds	 
	Standard Model
    Specification Manufacturer's Empty Weight (MEW)	 	 	***	 
	 	 	 	 	 
	Configuration Specification   ***	 	 	 	 
	     ***
    Tourist Class Passengers	 	 	 	 
	     *** Engines	 	 	 	 
	     ***
    lb (*** kg) Maximum Taxi Weight	 	 	 	 
	 	 	 	 	 
	***	 	 	***	 
	 	 	 	 	 
	United Airlines MEW	 	 	***	 
	 	 	 	 	 
	   Standard and
    Operational Items Allowance	 	 	***	 
	     (Paragraph 2.5.8)	 	 	 	 
	 	 	 	 	 
	United Airlines OEW	 	 	***	 



 





	 	Quantity	 	Pounds	 	 	Pounds	 
	* ***:	 	 	 	 	 	 	 	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 
	***	 	 	***	 	 	 	***	 	 	 	 



 


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 	***	 	***	 	 	 	 	 
	      Premium
    Economy 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. 04761	LA-1801473 Attachment, Page 15
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 16



 


	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 in the    *** of paragraph 2.5.5 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.


 


	4	***  CONDITIONS



 


		4.1	All
                                            guaranteed performance data are based on the International Standard Atmosphere (ISA) and
                                            specified variations therefrom; altitudes are pressure altitudes.



 


		4.2	For
                                            the purposes of these 737-10  *** the Federal Aviation Administration (FAA) regulations
                                            referred to in this Attachment are, unless otherwise specified, 14 CFR Part 25 effective
                                            February 1, 1965, including Amendments 25-1 through 25-141 with the exceptions permitted
                                            by 14CFR21.101.



 






    	P.A. No. 04761	LA-1801473 Attachment, Page 16
	AERO-B-BBA4-M17-0489	SS17-0360
	BOEING PROPRIETARY




     


    

Attachment to
Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 17



 


		4.3	In
                                            the event a change is made to any law, governmental regulation or requirement, or in the
                                            interpretation of any such law, governmental regulation or requirement that affects the certification
                                            basis for the Aircraft as described in Paragraph 4.2, and as a result thereof, a change is
                                            made to the configuration and/or the performance of the Aircraft in order to obtain certification,
                                            the  *** set forth in this Attachment will be appropriately modified to reflect any
                                            such change.



 


		4.4	The takeoff and landing ***, and the takeoff portion of the mission
                                                                                                           *** are based on hard surface, level and dry runways with no wind or obstacles, no clearway or stopway, *** mph tires, with Category
                                                                                                           *** brakes, anti-skid operative, alternate go-around flap procedure (option to select Flaps *** when performing a return to land
                                                                                                           check), and with the Aircraft center of gravity at the most forward limit unless otherwise specified. If the *** condition specifies
                                                                                                           an alternate forward center of gravity, the performance will reflect the more aft center of gravity of the alternate forward center
                                                                                                           of gravity specified in the *** condition or the forward center of gravity limit. The takeoff performance is based on no engine
                                                                                                           bleed for air conditioning or thermal anti-icing and the Auxiliary Power Unit (APU) turned off unless otherwise specified. The Power
                                                                                                           Management Control (PMC) is turned on. Unbalanced field length calculations and the improved climb performance procedure will be
                                                                                                           used for takeoff as required. The landing performance is based on the use of automatic spoilers.



 


		4.5	The
                                            enroute one-engine-inoperative altitude  *** is based on engine bleed for air conditioning
                                            with one pack operating. No engine bleed for thermal anti-icing is provided unless otherwise
                                            specified. The APU is turned off unless otherwise specified.



 


		4.6	The
                                            altitude capability  *** and the climb, cruise and descent portions of the mission
                                            *** includes allowances for normal power extraction and engine bleed for normal operation of
                                            the air conditioning system. The digital bleed is set for the Customer interior in Paragraph
                                            2.5.7. No bleed or power extraction for thermal anti-icing is provided unless otherwise specified.
                                            The APU is turned off unless otherwise specified.



 


		4.7	The
                                            altitude capability  *** and the climb, cruise and descent portions of the mission
                                            *** is based on an Aircraft center of gravity location, as determined by Boeing, not to be aft
                                            of *** percent of the mean aerodynamic chord.



 


		4.8	Performance,
                                            where applicable, is based on a fuel Lower Heating Value (LHV) of *** BTU per pound and a
                                            fuel density of *** pounds per U.S. gallon.



 


	5	***  COMPLIANCE



 


		5.1	Compliance
                                            with the  *** of Section 2 will be based on the conditions specified in those sections,
                                            the Aircraft configuration of Section 3 and the  *** conditions of Section 4.



 


		5.2	Compliance
                                            with the following  *** or portions of such  *** will be based on the FAA-approved
                                            Airplane Flight Manual for the Model 737-10 aircraft:



 


		·	Takeoff



		·	Landing



		·	Enroute
                                            One-Engine-Inoperative Altitude



		·	The
                                            initial buffet portion of All Engines Operating Altitude Capability



		·	The
                                            takeoff portion of the mission conditions



 






    	P.A. No. 04761	LA-1801473 Attachment, Page 17
	AERO-B-BBA4-M17-0489	SS17-0360
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Attachment to Letter Agreement


No. UAL-PA-04761-LA-1801473


*** Engines


Page 18



 


		5.3	Compliance
                                            with the takeoff  *** and the takeoff portion of the mission  *** will not be contingent
                                            upon acceptance of a Change Request, Master Change or Change Order to allow operation at
                                            an alternate forward center of gravity limit or selection of the alternate go-around flap
                                            procedure (Flaps 5).



 


		5.4	Compliance
                                            with the altitude capability  *** and with the climb, cruise and descent portions of
                                            the mission  *** will be established by calculations based on flight test data obtained
                                            from an aircraft in a configuration similar to that defined by the Detail Specification.



 


		5.5	Compliance
                                            with the mission    *** may exceed the design weights in the FAA-approved Airplane
                                            Flight Manual for convenience of calculating block fuel for the specified payload. Such exceedance
                                            is not to be construed as authorization to operate the aircraft above the weights in the
                                            FAA-approved Airplane Flight Manual.



 


		5.6	The
                                            OEW used for compliance with the mission  *** will be the actual MEW plus the Standard
                                            and Operational Items Allowance in Appendix E of the Detail Specification.



 


		5.7	The
                                            data derived from tests will be adjusted as required by conventional methods of correction,
                                            interpolation or extrapolation in accordance with established engineering practices to show
                                            compliance with these ***.



 


		5.8	Compliance
                                            will be based on the performance of the airframe and engines in combination, and will not
                                            be contingent on the engine meeting its manufacturer's performance specification.



 


	6	EXCLUSIVE ***



 


The only
  *** applicable to the Aircraft are those set forth in this Attachment.


 








    	P.A. No. 04761	LA-1801473 Attachment, Page 18
	AERO-B-BBA4-M17-0489	SS17-0360
	BOEING PROPRIETARY




     


    

 


 


	 	The Boeing Company

 P.O. Box 3707 

Seattle, WA 98124-2207






 



 


UAL-PA-04761-LA-1801474


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	*** for the 737-10 Aircraft



 


		Reference:	Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and
United Continental Holdings, 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. For the purposes of this Letter Agreement, the term 737-10 Aircraft shall also include any 737-10
aircraft added to the Purchase Agreement subsequent to the date of this Letter Agreement.


 


		1.	Definitions.



 


737-10 *** Notice means
the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below.


 


737-10 Program Aircraft
means each 737-10 Aircraft specified in Table 1A of the Purchase Agreement as of the date of this Letter Agreement.


 


		2.	Applicability.



 


Notwithstanding any other
provision of the Purchase Agreement to the contrary, the parties agree that the *** for the Airframe Price and Optional Features Prices
for each 737-10 Program Aircraft shall be determined in accordance with this Letter Agreement.


 


		3.	*** Forecast.



 


Boeing will release an ***
forecast in *** of each year based on Boeing’s then current standard ***. Only one *** forecast shall be used to conduct the ***
analysis performed in accordance with Article 4.1, below, for a given 737-10 Program Aircraft. The *** forecast applicable to a given
737-10 Program Aircraft is set forth in Attachment A.


 


4.                 
***.


 


4.1             
If the *** forecast, as set forth in Article 3, above, ***, as set forth in Attachment B, *** of any 737-10 Program Aircraft
that is *** such *** forecast, as set forth in Attachment A, then Boeing shall issue a 737-10 *** Notice to the Customer by the date
set forth in Attachment A. Such 737-10 *** Notice shall, ***, either:


 


4.1.1       
*** for such affected 737-10 Program Aircraft *** as set forth in Attachment B; or


 








    	UAL-PA-04761-LA-1801474
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	 	BOEING / UNITED AIRLINES, INC. PROPRIETARY	 



     


    

 


 


 





4.1.2       
 provide Customer with the *** as set forth in Attachment B and the *** factor determined in accordance with ***; or


 


4.1.3       
provide Customer with the *** as set forth in Attachment B, with Boeing and Customer *** as set forth in Attachment B ***.


 


4.1.4       
In the event that Boeing *** either the 737-10 *** Notice as detailed in Article 4.1.2 or Article 4.1.3 and Customer ***, then
Customer *** the Purchase Agreement with respect to such affected 737-10 Program Aircraft.


 


4.2             
If Boeing provides Customer the *** described in Article 4.1.2 or Article 4.1.3 above, then Customer shall notify Boeing ***
contained in Articles 4.1.2, 4.1.3, or 4.1.4 above within *** days of its receipt of the 737-10 *** Notice from Boeing. In the event
Customer *** in accordance with Article 4.1.4 above, then Boeing *** to Customer, *** for the *** 737-10 Program Aircraft.


 


4.2.1       
Within *** days of Boeing’s receipt of *** notice for any such *** 737-10 Program Aircraft under Article 4.2 above,
Boeing *** by written notice to Customer to *** related to such terminated 737-10 Program Aircraft ***, by Customer.


 


4.2.2       
Should Customer *** any notice to Boeing in accordance with Article 4.2 above, then the *** for such 737-10 Program Aircraft
shall be *** in accordance with Article 4.1.2.


 


4.3             
In the event that the *** of a 737-10 Program Aircraft that is subject to either Article 4.1.1, Article 4.1.2 or Article 4.1.3
above, *** applicable to such 737-10 Program Aircraft will be determined pursuant to Article 5 below.


 


		5.	***.



 


5.1             
If the *** forecast, as set forth in Article 3, *** of any 737-10 Program Aircraft *** as set forth in Attachment B and *** as
set forth in Attachment B, *** for such 737-10 Program Aircraft *** as set forth in Attachment B *** as set forth in Attachment B ***.


 


5.2             
In the event the *** at *** of a 737-10 Program Aircraft subject to Article 5.1 above, *** applicable to such 737-10 Program Aircraft
will be determined pursuant to Article 6 below.


 


		6.	***.



 


If the *** forecast, as set
forth in Article 3, above, ***, as set forth in Attachment B, *** of any 737-10 Program Aircraft *** such *** forecast, as set
forth in Attachment A, then such *** escalation applicable to such 737-10 Program Aircraft ***:


 


6.1              If
the *** of a 737-10 Program Aircraft, *** as set forth in Attachment B for such 737-10 Program Aircraft, then the *** for such 737-10
Program Aircraft.


 


6.2             ***
of a 737-10 Program Aircraft, *** as set forth in Attachment B for such 737-10 Program Aircraft, then the ***s for such 737-10 Program
Aircraft *** as set forth in Attachment B.


 








    	UAL-PA-04761-LA-1801474
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	 	BOEING / UNITED AIRLINES, INC. PROPRIETARY	 



     


    

 


 


 





7.             ***.


 


***, identified in the Purchase
Agreement as subject to *** pursuant to Supplemental Exhibit AE2, and which pertains to the 737-10 Program Aircraft shall be ***established
in this Letter Agreement for such 737-10 Program Aircraft ***other provisions of the Purchase Agreement ***


 


8.            Assignment.


 


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


 


9.             Confidential Treatment.


 


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


 


Very truly yours,


 


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





 






    	UAL-PA-04761-LA-1801474
***
	

	Page 3
	 	BOEING / UNITED AIRLINES, INC. PROPRIETARY	 



     


    

 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	May 15, 2018	 



 


	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	 
	Its:	Senior Vice President Finance, Procurement and Treasurer	 



 








    	UAL-PA-04761-LA-1801474
***
	

	Page 4
	 	BOEING / UNITED AIRLINES, INC. PROPRIETARY	 



     


    

 





ATTACHMENT A


*** Forecast & 737-10 *** Notice Date


 


	***  Forecast	Applicable to 737-10 Program Aircraft Delivering in Time Period	737-10 *** Notice Date
	***	***	***





 









    	UAL-PA-04761-LA-1801474
***
	

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	 	BOEING / UNITED AIRLINES, INC. PROPRIETARY	 



     


    

 


ATTACHMENT B


***


 


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


 






    	Attachment B to UAL-PA-04761-LA-1801474 
***
	
	Att. B, Page 1 of 5
	 	BOEING / UNITED AIRLINES, INC. PROPRIETARY	 



     


    

 





	 	The Boeing Company

 P.O. Box 3707 

Seattle, WA 98124-2207





 



 


UAL-PA-04761-LA-1801475


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Loading of Customer Software



 


		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 and not defined in this Letter Agreement have the same meaning
as in the Purchase Agreement.


 


1.             Introduction.


 


1.1             
At Customer’s request, Boeing will perform a courtesy load of Customer-unique aircraft operational software and associated
data owned by or licensed to Customer (Customer Software) on the Aircraft. The terms and conditions of this Letter Agreement will
apply if Customer has accepted Boeing’s offer to perform a courtesy load of Customer Software on the Aircraft.


 


1.2             
Customer Software is not part of the Aircraft type design therefore the Aircraft *** for delivery with such Customer Software installed
on the Aircraft. For the Aircraft systems included in the Aircraft type design, Boeing will install its baseline production software to
certify the Aircraft for *** to Customer.


 


2.             Customer Software Loading.


 


2.1             
At Customer’s request, Boeing will temporarily load Customer Software on the Aircraft prior to Aircraft certification to
support standard Customer inspection activities for the Aircraft. Following the Customer inspection activities, Boeing will remove the
Customer Software.


 


2.2             
At Customer’s request, Boeing will load Customer Software on the Aircraft promptly following *** to Customer.


 








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	 	Page 1
	 	BOEING/UNITED AIRLINES, INC. PROPRIETARY	 



     


    

 


 


 





3.             Additional Terms and Conditions.


 


3.1             
Customer must provide the Customer Software to Boeing in support of Boeing’s schedule requirements. If any Customer Software
load is ***, Boeing will not be required to further attempt to load such Customer Software and Boeing will load Boeing baseline production
software, if applicable, on the Aircraft.


 


3.2             
Customer is responsible for all testing, verification, quality assurance, and operational approval of Customer Software.


 


3.3             
Customer Software is BFE for the purposes of Articles 3.1.3, 3.2, 3.4, 3.5, 9, 10, and 11 of Exhibit A “Buyer
Furnished Equipment Provisions Document” of the AGTA and such Articles apply to the loading of Customer Software.


 


3.4             
The loading of Customer Software is a service under Exhibit B “Customer Support Document” of the AGTA.


 


3.5             
Boeing makes no *** for the Customer Software loading services and Article 11 of Part 2 of Exhibit C “Disclaimer and Release;
Exclusion of Liabilities” of the AGTA and Article 8.2 “Insurance” of the AGTA apply to the loading of Customer Software.


 


4.             Confidential Treatment.


 


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


 


Very truly yours,


 


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


 









    	UAL-PA-04761-LA-1801475
Loading of Customer Software
	 	Page 1
	 	BOEING/UNITED AIRLINES, INC. PROPRIETARY	 



     


    

 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	May 15, 2018	 



 


	UNITED AIRLINES, INC.	 
	 	 	 
	By	/s/ Gerald
    Laderman	 
	 	 	 
	Its	Senior Vice President Finance, Procurement and Treasurer	 



 






    	UAL-PA-04761-LA-1801475
Loading of Customer Software
	 	Page 2
	 	BOEING/UNITED AIRLINES, INC. PROPRIETARY	 



     


    

 





	 	The Boeing Company

 P.O. Box 3707 

Seattle, WA 98124-2207





 



 


UAL-PA-04761-LA-1801476


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Installation of Cabin Systems Equipment



 


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



 


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


 


Customer has requested that
Boeing install in the Aircraft the In-Flight Entertainment and communications systems (collectively referred to as Cabin Systems
Equipment or CSE) described in Attachment A to this Letter Agreement for the 737-10 Aircraft (Attachment A). CSE is
BFE that Boeing purchases for Customer and that is identified in the Detail Specification for the applicable Aircraft.


 


1.             Customer Responsibilities.


 


1.1             
For 737-*** Aircraft, Customer has already selected CSE suppliers (Supplier(s)) system configuration and Options identified
in Attachment A1 to this Letter. For the 737-10 Aircraft, Customer will select Suppliers and system configuration from among those
identified in the Option(s) listed in Attachment A2 to this Letter Agreement, ***; or as otherwise available in the then current
Standard Selections Catalog and formally offered by Boeing.


 


1.2              Customer
will enter into initial agreements with their selected Suppliers, or otherwise cause the selected Suppliers, to actively participate
with Customer and Boeing in meetings, including but not limited to the Initial Technical Coordination Meeting (ITCM), to
ensure that Supplier's functional system specifications meet Customer's and Boeing's respective requirements. Such functional system
specifications define functionality to which Boeing will test prior to delivery but are not a *** of functionality at delivery.





 






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1.3             
 Customer will enter into final agreements with the selected Suppliers that will:


 


1.3.1       
include the actual statement of work as defined at the ITCM. Final agreements will also include price, warranty, training, product
support following Aircraft delivery (including spares support), and any other special business arrangements required by Customer;


 


1.3.2       
require Supplier to assist the seat suppliers in the preparation of seat assembly functional test plans and procedures and coordinate
integration testing; and


 


1.3.3       
require Supplier to comply with Boeing’s type design and type certification data development and protection requirements
where the Supplier has type design/certification responsibility. The requirements will require Suppliers to (i) maintain type design/certificate
data for *** such type certificate for all type design and (ii) entitle Boeing to access, review, and receive such type design/certification
data. These requirements will be provided to Customer upon request.


 


2.             Boeing
Responsibilities.


 


2.1             
Boeing will:


 


2.1.1       
perform the Project Manager functions stated in Attachment B;


 


2.1.2       
provide Aircraft interface requirements to Suppliers;


 


2.1.3       
assist Suppliers in the development of CSE system specifications and approve such specifications;


 


2.1.4       
release purchase orders, including on-dock dates to Supplier on behalf of Customer, and manage such purchase orders;


 


2.1.5       
coordinate the resolution of technical issues with Suppliers;


 


2.1.6       
ensure that at the time of Aircraft delivery the CSE configuration meets the requirements of the Option(s) contained in Attachment A
to this Letter Agreement as such Attachment A may be amended from time to time; and


 


2.1.7       
obtain FAA certification of the Aircraft with the conforming CSE installed therein.


 


3.             Software.


 


CSE systems may contain software
of the following two types:


 


3.1             
Certification Software. The software required to functionally test, operate and certify the CSE systems on the Aircraft
is the Certification Software and is part of the CSE.





 






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	 	BOEING PROPRIETARY	 



     


    

 


 


 


3.2             
 Customer's Software. The software which is defined by the Customer to support specified features and appearance is Customer's
Software and is not part of the CSE.


 


3.2.1       
Customer is solely responsible for specifying Customer's Software functional and performance requirements and ensuring that Customer's
Software meets such requirements. Customer and Customer's Software supplier will have total responsibility for the writing, certification,
modification, revision, or correction of any of Customer's Software. Boeing will not perform the functions and obligations described in
paragraph 1.2 above, or the Project Manager's functions described in Attachment B, for Customer's Software.


 


3.2.2       
The omission of any Customer's Software or the lack of any functionality of Customer's Software will not be a valid condition for
Customer's rejection of the Aircraft at the time of Aircraft delivery unless such omission or lack of functionality is due to a breach
by Boeing of its obligations under this Purchase Agreement.


 


3.2.3       
Boeing has no obligation to approve any documentation to support Customer's Software certification. Boeing will only review and
operate Customer's Software if in Boeing's reasonable opinion such review and operation is necessary to certify the CSE on the Aircraft.


 


3.2.4       
Boeing will not be responsible for obtaining FAA certification for Customer's Software.


 


4.             Changes.


 


Any changes to CSE may only
be made by and between Boeing and the Supplier. Customer requested changes to the CSE specification after execution of this Letter Agreement
will be made in writing directly to Boeing for approval and for coordination by Boeing with the Supplier. Any such change to the configuration
of the Aircraft will be subject to *** through Boeing’s master change or other process for amendment of the Purchase Agreement.
Any Supplier price increase or decrease resulting from such change will be negotiated between Customer and Supplier.


 


4.1             
Boeing and Customer recognize that the developmental nature of the CSE may require changes to the CSE or the Aircraft in order
to ensure (i) compatibility of the CSE with the Aircraft and all other Aircraft systems, and (ii) FAA certification of the Aircraft
with the CSE installed therein. In such event Boeing will notify Customer and recommend to Customer the most practical means for incorporating
any such change. If *** after such notification Customer and Boeing cannot mutually agree on the incorporation of any such change or alternate
course of action, the remedies available to Boeing in Paragraph 6 will apply.


 


5.             Supplier Defaults.


 


Boeing will notify
Customer in a timely manner in the event of a default by a Supplier under the Supplier's purchase order with Boeing. Within *** of
Customer's receipt of such notification, Boeing and Customer will agree on an alternate Supplier or other course of action. If
Boeing and Customer are unable to agree on an alternate Supplier or course of action within such time, the remedies available to
Boeing in paragraph 6 will apply.


 






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6.             Exhibits B
and C to the AGTA.


 


CSE is deemed to be BFE for
the purposes of Exhibit B, Customer Support Document, and Exhibit C, the Product Assurance Document, of the AGTA.


 


7.             Boeing’s Remedies.


 


If Customer does not perform
its obligations as provided in this Letter Agreement or if a Supplier fails (for any reason other than a default by Boeing under the purchase
order terms or this Letter Agreement) to deliver conforming CSE per the schedule set forth in the purchase order, then, in addition to
any other remedies which Boeing may have by contract or under law, Boeing may:


 


7.1             
revise the scheduled delivery month of the Aircraft to accommodate the delay in delivery of the conforming CSE and base the calculation
of the *** Adjustment on such revised delivery month;


 


7.2             
deliver the Aircraft without part or all of the CSE installed, or with part or all of the CSE inoperative; and/or


 


7.3             
increase the Aircraft Price by the amount of Boeing's additional costs attributable to such noncompliance, including but not limited
to, *** associated with *** by Boeing, any *** due to a Supplier’s failure to perform in accordance with CSE program milestones
as established by Boeing and agreed to by the Supplier and particularly with respect to *** of such CSE.


 


8.             Price
and Payment.


 


8.1             
***. An estimated price for the CSE purchased by Boeing will be included in the Aircraft *** to establish the *** for each
Aircraft. The estimated price for the Boeing purchased CSE installed on each Aircraft is identified in Table 1 of the Purchase Agreement.


 


8.2             
Aircraft Price. The Aircraft Price will include the actual CSE prices and any associated costs, including but not limited
to transportation and import or export fees, charged to Boeing by Suppliers.


 


9.             Customer's Indemnification of Boeing.


 


THE PROVISIONS OF AGTA, EXHIBIT A,
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT, “INDEMNIFICATION OF BOEING” WILL APPLY TO CSE.


 






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10.           Title and Risk of Loss.





 


Title to CSE will remain with
Boeing from the time that Boeing receives title to the CSE until the Aircraft title is transferred to Customer. Risk of loss will remain
with the entity that is in possession of the CSE prior to Aircraft delivery.


 


If the foregoing correctly
sets forth your understanding of our agreement with respect to the matters contained herein, 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-1801476
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	 	Page 5
	 	BOEING PROPRIETARY	 



     


    

 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	May 15, 2018	 



 


	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	 
	Its:	Senior Vice President Finance, Procurement and Treasurer	 



 


 






    	UAL-PA-04761-LA-1801476
Installation of Cabin Systems Equipment
	 	Page 6
	 	BOEING PROPRIETARY	 



     


    

 


 


 


 


Attachment A


 


Boeing
Model 737-10 Aircraft Cabin Systems Equipment


 


The following listing describes
items of equipment that under the terms and conditions of this Letter Agreement are considered to be CSE (each such element referred to
herein as an Option or Options as the context requires) with each such Option being more fully
described in its corresponding Option Data Page. Final configuration will be based on Customer acceptance of any or all Options listed
below.


 


.


Option Number and Title


 


	Option Number	Option Title
	***	***


 







    
	Attachment A (MAX10) to UAL-PA-04761-LA-1801476 
 Installation of Cabin Systems Equipment	Page 1
	BOEING PROPRIETARY




     


    

 


 


 


Attachment B


 


Project
Manager


1.                 
Project Management.


 


Boeing will perform the following
functions for the CSE. Boeing will have authority to make day-to-day management decisions, and decisions on technical details
which in Boeing's reasonable opinion do not significantly affect form, fit, function, cost, or aesthetics. Boeing will be responsible
for:


 


		(i)	managing the development of all program schedules;
	 	 	 



		(ii)	evaluating Supplier's program management and developmental plans to meet Boeing’s
production schedule;
	 	 	 



		(iii)	defining program metrics and status requirements;
	 	 	 



		(iv)	scheduling and conducting program design and schedule reviews with Customer and Suppliers,
as needed;
	 	 	 



		(v)	monitoring compliance with schedules;
	 	 	 



		(vi)	evaluating and approving any recovery plans or plan revisions which may be required
of either Suppliers or Customer;
	 	 	 



		(vii)	managing the joint development of the CSE system specification; and
	 	 	 



		(viii)	leading the development of a joint CSE project management plan (Project Plan).



 






    
	Attachment B to UAL-PA-04761-LA-1801476 
 Installation of Cabin Systems Equipment	Page 1
	BOEING PROPRIETARY




     


    

 


 


 


2.                 
 System Integration.


 


Boeing's performance as Project
Manager will include the functions of systems integrator (Systems Integrator). As Systems Integrator Boeing will perform the following
functions:


 


		(i)	as required, assist Suppliers in defining their system specifications for the CSE,
approve such specifications and develop an overall system functional specification;
	 	 	 



		(ii)	Coordinate Boeing, Customer and Supplier teams to ensure the Project Plan includes
sufficient Supplier testing, Supplier sub-system testing, and an overall CSE system acceptance test; and
	 	 	 



		(iii)	organize and conduct technical coordination meetings with Customer and Supplier(s)
to review responsibilities, functionality, Aircraft installation requirements and overall program schedule, direction and progress.



 


3.                 
Seat Integration.


 


		(i)	Boeing will coordinate the interface requirements between seat
suppliers and Suppliers. Interface requirements are defined in Boeing Document No’s. D6-36230, "Passenger Seat Design
and Installation"; D6-36238, "Passenger Seat Structural Design and Interface Criteria"; D222W232, "Seat Wiring
and Control Requirements"; and D222W013-4, "Seat Assembly Functional Test Plan", as amended and superseded from time
to time.



 








    
	Attachment B to UAL-PA-04761-LA-1801476 
 Installation of Cabin Systems Equipment	Page 2
	BOEING PROPRIETARY




     


    

 


		The Boeing Company

 P.O. Box 3707 

Seattle, WA 98124-2207



 


 


UAL-PA-04761-LA-1801477


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


	Subject:	Special Customer Support 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.


 


The Customer Support Program
for the Aircraft will be based upon and equivalent to the entitlements summarized herein.


 


1.                 
Technical Data and Documents.


 


The following will be provided
in mutually agreed formats and quantities: Additionally, Boeing will provide revision services for all technical data and documents identified
in this section in accordance with Attachment 1 to this Letter Agreement.


 


		1.1	Flight Operations.



 


	Airplane Flight Manual
	Airplane Rescue and Fire Fighting Information
	Dispatch Deviation Guide
	ETOPS Guide Vol. III
	FMC Supplementary Data Document
	Flight Crew Operations Manual and Quick Reference Handbook
	Flight Crew Training Manual
	Performance Engineer’s Tool
	Jet Transport Performance Methods
	Operational Performance Software
	Weight and Balance Manual Chapter 1 Control and Loading



 






    
	UAL-PA-04761-LA-1801477 
 Special Customer Support Matters	Page 1
	BOEING / UNITED AIRLINES PROPRIETARY




     


    

 


 


 


		1.2	Maintenance.



 


	Aircraft Maintenance Manual
	Component Maintenance Manual
	Fault Isolation Manual
	Fault Reporting Manual
	Fuel Measuring Stick Manual
	Illustrated Parts Catalog
	Nondestructive Test Manual
	Power plant Buildup Manual
	Service Bulletins and Index
	Standard Overhaul Practices Manual Chapter 20
	Standard Wiring Practices Manual
	Structural Repair Manual
	Systems Schematics Manual
	Wiring Diagram Manual


 


		1.3	Service Engineering.



 


	Maintenance Tips
	Service Letters


 


		1.4	Maintenance Programs Engineering.



 


	Airline Maintenance Inspection Intervals
	ETOPS Configuration, Maintenance and Procedures
	ETOPS Guide Vol. I and II
	Maintenance Planning Data Document
	Maintenance Task Cards and Index


 


		1.5	Facilities and Equipment Planning.



 


	Airplane Recovery Document
	Engine Ground Handling Document
	GSE Tooling Drawings (Bill of Material, 2D Drawings and Drawing Notes)
	Illustrated Tool and Equipment Manual
	Maintenance Facilities and Equipment Planning Document
	Special Tool & Ground Handling Equipment Drawings & Index


 


		1.6	Airport Technology.



 


	Airplane Characteristics for Airport Planning



 






    
	UAL-PA-04761-LA-1801477 
 Special Customer Support Matters	Page 2
	BOEING / UNITED AIRLINES PROPRIETARY




     


    

 


 


 


		1.7	Supplier Technical Data.



 


	Overhaul Manual/Component Maintenance Manual Index
	Product Support Supplier Directory
	Supplier Assembly Drawings
	Supplier Component Maintenance Manuals
	Supplier Ground Support Equipment List
	Supplier Product Support and Assurance Agreements Documents Vol. I and II
	Supplier Publications Index
	Supplier Service Bulletins
	Supplier Spare Part Price Catalog


 


		1.8	Product Support.



 


	Product Standard Data System


 


		1.9	Fleet Statistical Data and Reporting.



 


Fleet reliability views, charts, and
reports


 


2.                 
Aircraft Information.


 


2.1             
Aircraft Information is defined as that data provided by Customer to Boeing which falls into one of the following
categories: (i) aircraft operational information (including, but not limited to, ***, number of aircraft, aircraft registries, landings,
and *** for Boeing model aircraft); (ii) summary and detailed *** data; (iii) *** data; (iv) airplane message data, (v) scheduled maintenance
data; (vi) service bulletin incorporation; and (vii) aircraft data generated or received by equipment installed on Customer’s aircraft
in analog or digital form including but not limited to information regarding the state, condition, performance, location, setting, or
path of the aircraft and associated systems, sub-systems and components.


 


2.2             
License Grant. To the extent Customer has or obtains rights to Aircraft Information, Customer grants to Boeing a
perpetual, world-wide, non-exclusive license to use and disclose Aircraft Information and *** in Boeing data and information and products
and services provided Customer identification information as originating from Customer is removed and the Aircraft Information is aggregated
if disclosed to *** such that *** will be unable to identify the source of the Aircraft Information. Customer identification information
may be retained as necessary for Boeing to provide products and services Customer has requested from Boeing or for Boeing to inform Customer
of *** products and services. This grant is in addition to any other grants of rights in the agreements governing provision of such information
to Boeing regardless of whether that information is identified as Aircraft Information in such agreement including any information submitted
under the In Service Data Program (ISDP).


 


For purposes of this article,
Boeing is defined as The Boeing Company and its wholly owned subsidiaries.


 


Customer will provide Aircraft
Information to Boeing through an automated software feed necessary to support ***. Boeing will provide assistance to Customer under a
separate agreement for *** to enable the automated software feed.


 






    
	UAL-PA-04761-LA-1801477 
 Special Customer Support Matters	Page 3
	BOEING / UNITED AIRLINES PROPRIETARY




     


    

 


 


 


3.                 
 Assignment.


 


Unless otherwise noted herein,
the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation 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 assignment of a security interest in exchange for financing towards the purchase of the Aircraft, an assignable
credit memorandum amount will be determined via mutual agreement between Customer and Boeing, and Boeing’s consent to assign such
credit memorandum will not be unreasonably withheld.


 


4.                 
Confidentiality


 


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


 


Very truly yours,


 


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



 






    
	UAL-PA-04761-LA-1801477 
 Special Customer Support Matters	Page 4
	BOEING / UNITED AIRLINES PROPRIETARY




     


    

 


 


 


	 	 
	ACCEPTED AND AGREED TO this	 
	 	 
	Date:  	May 15,   2018	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald
    Laderman	 
	 	 
	Its:	Senior Vice President Finance, Procurement and Treasurer	 


 






    
	UAL-PA-04761-LA-1801477 
 Special Customer Support Matters	Page 5
	BOEING / UNITED AIRLINES PROPRIETARY




     


    

 


Attachment 1 to

Special Customer Support Matters Letter Agreement


 


	Flight Operations	 
	Airplane Flight Manual	***
	Airplane Rescue and Fire Fighting Information	***
	Dispatch Deviation Guide	***
	ETOPS Guide Vol. III	***
	FMC Supplementary Data Document	***
	Flight Crew Operations Manual and Quick Reference Handbook	***
	Flight Crew Training Manual	***
	Performance Engineer’s Tool	***
	Jet Transport Performance Methods	***
	Operational Performance Software	***
	Weight and Balance Manual Chapter 1 Control and Loading	***
	Maintenance.	 
	Aircraft Maintenance Manual	***
	Component Maintenance Manual	***
	Fault Isolation Manual	***
	Fault Reporting Manual	***
	Fuel Measuring Stick Manual	***
	Illustrated Parts Catalog	***
	Nondestructive Test Manual	***
	Power plant Buildup Manual	***
	Service Bulletins and Index	***
	Standard Overhaul Practices Manual Chapter 20	***
	Standard Wiring Practices Manual	***
	Structural Repair Manual	***
	Systems Schematics Manual	***
	Wiring Diagram Manual	***
	Service Engineering	 
	Maintenance Tips	***
	Service Letters	***
	.Maintenance Programs Engineering	 
	Airline Maintenance Inspection Intervals	***
	ETOPS Configuration, Maintenance and Procedures	***
	ETOPS Guide Vol. I and II	***
	Maintenance Planning Data Document	***
	Maintenance Task Cards and Index	***
	Facilities and Equipment Planning.	 
	Airplane Recovery Document	***


 


Legend:


 


***






 






    
	Attachment 1 to UAL-PA-04761-LA-1801477
 Special Customer Support Matters	Page 1
	BOEING / UNITED AIRLINES PROPRIETARY




     


    

 


		The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207





 


UAL-PA-04761-LA-1801478


 


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.


 


1.            
***. *** has requested, and *** has agreed to provide, *** in the *** of ***. *** will provide *** subject to the following
terms and conditions:


 


1.1             
Such *** is offered to *** subject to available ***.


 


1.2             
Such *** may *** for a period of no greater than ***.


 


1.3             
*** will be available for Aircraft deliveries in ***, and will be limited to no more than ***.


 


1.4             
*** must exercise the *** by providing *** with written notification at least *** months prior to the first day of *** or *** of
the Aircraft for which the *** is requested.


 






    	UAL-PA-04761-LA-1801478
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 *** subject to the following terms and conditions:


 


2.1             
Such *** may *** for a period of no greater than ***.


 


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 *** months prior to the first day of the *** or
*** of the Aircraft for which ***will be applied to.


 


3.            
Assignment.


 


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


 


4.           
Confidential Treatment.


 


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


 


Very truly yours,


 


	
    THE BOEING COMPANY

     
	 
	By:	/s/ Irma L. Krueger	 
	Its:	     Attorney-In-Fact	 



 






    	UAL-PA-04761-LA-1801478
Delivery *** Matters
	 
Page 2


BOEING / UNITED AIRLINES, INC. PROPRIETARY
 


     


    

 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	May 15 , 2018 	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	 
	Its:	Senior Vice President Finance, Procurement and Treasurer	 
	 	 	 	 


 






    	UAL-PA-04761-LA-1801478
Delivery *** Matters
	 
Page 3


BOEING / UNITED AIRLINES, INC. PROPRIETARY