Exhibit 10.7


 


CERTAIN IDENTIFIED INFORMATION
HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


 


SUPPLEMENTAL AGREEMENT NO. 2 to


 


PURCHASE AGREEMENT NUMBER 04761


 


between


 


THE BOEING COMPANY


 


and


 


United
Airlines, Inc.


 


relating to


 


Boeing
Model 737 MAX Aircraft


 


THIS SUPPLEMENTAL AGREEMENT
No. 2 (SA-2) is entered into as of December 12, 2018 by and between The Boeing Company, a Delaware corporation, (Boeing)
and United Airlines, Inc., a Delaware corporation, (Customer);


 


Customer and Boeing entered
into Purchase Agreement No. 04761 dated as of the 15th day of May of 2018 as amended and supplemented (Purchase Agreement),
relating to the purchase and sale of Model 737 MAX aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;


 


WHEREAS, Boeing and Customer
agree to add *** 737-*** Aircraft to the Purchase Agreement as a result of Customer’s *** Aircraft;


 


WHEREAS, Boeing and Customer
have agreed to add *** 737-*** Aircraft and *** 737-*** Aircraft to the Purchase Agreement as a result of Customer’s purchase of
such aircraft;


 


WHEREAS, Boeing and Customer
have agreed to add *** 737-*** Aircraft and *** 737-*** Aircraft to the Purchase Agreement;


 


WHEREAS, Boeing and Customer
have agreed to the *** 737-*** Aircraft *** 737-*** Aircraft and *** 737-*** Aircraft;


 






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



     


    

 


NOW THEREFORE, in consideration
of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:


 


		1.	Table of Contents.



 


The “Table of Contents”
is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-2”).


 


		2.	Tables.



 


2.1.           
Table 1 entitled “737-*** Aircraft Delivery, Description, Price and ***” (identified by “SA-2”)
is added to the Purchase Agreement to *** 737-*** Aircraft to the Purchase Agreement, including *** 737-*** Aircraft.


 


2.2.           
Table 1 entitled “737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety as a result
of the *** 737-*** Aircraft, *** 737-*** Aircraft and *** 737-*** Aircraft.


 


2.3.           
Table 1 entitled “737-*** Aircraft Delivery, Description, Price and ***” (identified by “SA-2”)
is deleted in its entirety and replaced with a revised Table 1 to add *** 737-*** Aircraft arising from (i) Customer’s purchase
of *** 737-*** Aircraft and (ii) Customer’s *** 737-*** Aircraft.


 


		3.	Exhibit and Supplemental Exhibit.



 


3.1.           
Exhibit A entitled “737-8 Aircraft Configuration” (identified by “SA-2”) is added to the Purchase Agreement
to incorporate configuration data for the *** 737-8 Aircraft.


 


3.2.           
Supplemental Exhibit BFE1 entitled “BFE Variables for the 737-8 Aircraft” (identified by “SA-2”) is added
to the Purchase Agreement to incorporate BFE data for the *** 737-8 Aircraft.


 


3.3.           
Supplemental Exhibit BFE1 entitled “BFE Variables for the 737-10 Aircraft” (identified by “SA-2”) is deleted
in its entirety and replaced with a revised BFE1 to incorporate BFE data for the additional *** 737-10 Aircraft.


 


		4.	Letter Agreements.



 


4.1.           
Letter Agreement No. UAL-PA-04761-LA-l801465 entitled “Open Matters 737-10 Aircraft” is deleted in its entirety and
is replaced by Letter Agreement No. UAL-PA-04761-LA- l801465R1 entitled “Open Matters 737-8 Aircraft and 737-10 Aircraft”
(identified by “SA-2”) to revise applicability to both the 737-8 Aircraft and to the 737-10 Aircraft.


 


4.2.           
Letter Agreement No. UAL-PA-04761-LA-l801467R1 previously entitled “Special Matters – 737-9 Aircraft and 737-10 Aircraft”
is deleted in its entirety and is replaced by Letter Agreement No. UAL-PA-04761-LA-l801467R2 entitled “Special Matters - 737-MAX
Aircraft” (identified by “SA-2”) to add certain 737-8 Aircraft *** considerations.


 


4.3.           
Letter Agreement No. UAL-PA-04761-LA-l807022 entitled “737-10 *** Aircraft” is deleted in its entirety and is replaced
by Letter Agreement No. UAL-PA-04761-LA-l807022R1 entitled “*** Aircraft – 737-*** and 737-***” (identified by “SA-2”)
to reflect a *** 737-*** *** Aircraft *** 737-*** Aircraft.


 






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	BOEING / UNITED AIRLINES, INC. PROPRIETARY



     


    

 


4.4.           
Letter Agreement No. UAL-PA-04761-LA-l807490 entitled “737-9 Aircraft ***” is deleted in its entirety and is replaced
by Letter Agreement No. UAL-PA-04761-LA-l807490R1 entitled “737-8 Aircraft and 737-9 Aircraft ***” (identified by “SA-2”)
to reflect applicability to the 737-8 Aircraft and to the 737-9 Aircraft.


 


4.5.           
With respect to a *** for the 737-8 Aircraft: the parties agree that the 737-8 Aircraft will have a minimum of *** specified Section
2.1.5 of the Attachment to Letter Agreement UAL-PA-03784-LA-1601973R1 entitled “Aircraft *** – *** 737-800 Aircraft and 737-800
*** Aircraft” when ***. Such comparison will use specifically defined standard assumptions, conditions, operating rules and method
of compliance (Demonstration Procedure). The parties agree that this Section 4.4 commitment will be superseded once Boeing provides
Customer with *** for the 737-8 Aircraft.


 


		5.	Miscellaneous.



 


5.1.           
References:


 


5.1.1.     
Table 1 entitled “737-*** Aircraft Delivery, Description, Price and ***”, Table 1 entitled “737-*** Aircraft
Delivery, Description, Price and ***” and Table 1 entitled “737-*** Aircraft Delivery, Description, Price and ***”
are individually and collectively referred to as “Table 1” in the Purchase Agreement.


 


5.1.2.     
Exhibit A entitled “737-8 Configuration”, Exhibit A entitled “737-9 Configuration” and Exhibit A entitled
 “737-10 Configuration” are individually and collectively referred to as “Exhibit A” in the Purchase Agreement.


 


5.1.3.     
Supplemental Exhibit BFE1 entitled “BFE Variables 737-8 Aircraft”, Supplemental Exhibit BFE1 entitled “BFE Variables
737-9 Aircraft” and Supplemental Exhibit BFE1 entitled “BFE Variables 737-10 Aircraft” are individually and collectively
referred to as “Supplemental Exhibit BFE1” in the Purchase Agreement.


 


5.1.4.     
If Boeing or Customer determines that the references and deemed inclusions described in section 5.1 of this SA-2 should be further
amended, then Boeing and Customer will work together for a mutually agreeable solution.


 


5.2.           
Boeing and Customer agree *** in accordance with Letter Agreement UAL-LA-1808863.


 


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


 






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



     


    

 


EXECUTED IN DUPLICATE as of the day and year first written above.


 


	THE BOEING COMPANY	 	UNITED
    AIRLINES, INC.
	 	 	 
	 	 	 
	/s/ Irma
    L. Krueger	 	/s/ Gerald
    Laderman
	Signature	 	Signature
	 	 	 
	 	 	 
	Irma L. Krueger	 	Gerald Laderman
	Printed Name	 	Printed Name
	 	 	 
	 	 	 
	

                                            Attorney-in-Fact
	 	Executive
                                            Vice President and

                                            Chief Financial Officer

	Title	 	Title


 






    	UAL-PA-04761	 	SA-2, Page 4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY



     


    

 







TABLE OF CONTENTS


 


	

    ARTICLES	SA
    

    NUMBER
	Article
    1.	Quantity,
    Model and Description	 
	Article
    2.	Delivery Schedule	 
	Article
    3.	Price	 
	Article
    4.	Payment	 
	Article
    5.	Additional
    Terms	 
	TABLE	 
	1.	737-***
    Aircraft Delivery, Description, Price and ***	SA-2
	 	 	 
	1.	737-***
    Aircraft Delivery, Description, Price and ***	SA-2



 


	EXHIBITS	 
	A	737-8
    Aircraft Configuration	SA-2
	A	737-9
    Aircraft Configuration	SA-1
	A	737-10
    Aircraft Configuration	 
	B.	Aircraft
    Delivery Requirements and Responsibilities	 
	SUPPLEMENTAL
    EXHIBITS	 
	AE1.	***/Airframe
    and *** Features for the 737MAX Aircraft	 
	BFE1.	BFE
    Variables 737-8 Aircraft	SA-2
	BFE1.	BFE
    Variables 737-9 Aircraft	SA-1
	BFE1.	BFE
    Variables 737-10 Aircraft	SA-2
	EE1.	Engine
    Warranty ***	 
	SLP1.	Service
    Life Policy Components	 



 






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




     


    

 


	TABLE
    OF CONTENTS, CONTINUED	 
	

    LETTER AGREEMENTS	SA
    NUMBER
	UAL-PA-04761-LA-1801463	***
    Matters	 
	UAL-PA-04761-LA-1801464	Demonstration
    Flight Waiver	 
	UAL-PA-04761-LA-1801465R1	Open
    Matters 737-8 Aircraft and 

    737-10 Aircraft	SA-2
	UAL-PA-04761-LA-1801466	Seller
    Purchased Equipment	 
	UAL-PA-04761-LA-1801467R2	Special
    Matters – 737 MAX Aircraft	SA-2
	UAL-PA-04761-LA-1801468	***	 
	UAL-PA-04761-LA-1801469	***	 
	UAL-PA-04761-LA-1801470	Privileged
    and Confidential Matters	 
	UAL-PA-04761-LA-1801471	AGTA
    Matters	 
	UAL-PA-04761-LA-1801472	Assignment
    Matters	 
	UAL-PA-04761-LA-1801473	737-10
    Aircraft ***	 
	UAL-PA-04761-LA-1801474	***
    for the 737-10 Aircraft	 
	UAL-PA-04761-LA-1801475	Loading
    of Customer Software	 
	UAL-PA-04761-LA-1801476	Installation
    of Cabin Systems Equipment	 
	UAL-PA-04761-LA-1801477	Special
    Customer Support Matters 	 
	UAL-PA-04761-LA-1801478	Delivery
    *** Matters	 
	UAL-PA-04761-LA-1807022R1	***
    Aircraft – 737-*** and 737-***	SA-2
	UAL-PA-04761-LA-1807049	*** for
    737-10 Aircraft	SA-1
	UAL-PA-04761-LA-1807420	737-9
    Aircraft Model ***	SA-1
	UAL-PA-04761-LA-1807490R1	737-8
    Aircraft and 737-9 Aircraft ***	SA-2


 




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




     


    

 


	SUPPLEMENTAL
    AGREEMENTS	DATED
    AS OF
	Supplemental Agreement
    No. 1	September 25, 2018
	Supplemental Agreement
    No. 2	December 12, 2018
	 	 


 






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




     


    





 


Table 1 to Purchase Agreement
No. 04761


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


 


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



 


	#
    of Aircraft	Delivery
    Date	 	***	Manufacturer

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









 


  * Nominal delivery month, subject
to revision pursuant to Letter Agreement number UAL-PA-04761-LA-1801465R1 entitled "Open Matters 737-8 Aircraft and 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.


 


+ - Subject to confirmation by engine manufacturer


 



    	UAL-PA-03776 APR: 84094.TXT	737-*** Aircraft
	 	Table 1, SA-2, Page 1
	 	 
	Boeing / United Airlines, Inc. Proprietary



     


    

 


 


Table 1 to Purchase Agreement No. 04761


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


 






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



 


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



 


  * Nominal delivery month, subject
to revision pursuant to Letter Agreement number UAL-PA-04761-LA-1801465R1 entitled "Open Matters 737-8 Aircraft and 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.


 


+ - Subject to confirmation by engine manufacturer


 











    
	UAL-PA-03776 APR: 84094.TXT	737-*** Aircraft
	 	Table 1, SA-2, Page 2
	 	 
	Boeing / United Airlines, Inc. Proprietary




     


    

 


Table 1 to Purchase Agreement No. 04761


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


 


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



 


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



 


* Nominal *** 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.


 


***


 


+ - Subject to confirmation by engine manufacturer
              




 



    
	UAL-PA-03776 APR: 108190.TXT	737-*** Aircraft
	 	Table 1, SA-2, Page 3
	 	 
	Boeing / United Airlines, Inc. Proprietary




     


    



 


Attachment A-1 to Letter Agreement No. UAL-PA-04761-LA-1807022R1


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


 


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



 


	#
    of

 ***

Aircraft	 	 	***	***

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



 


* Nominal delivery *** pursuant to §2
of Letter Agreememt UAL-PA-04761-LA-1807022 including any successor thereof.      




 









    
	UAL-PA-04761-112118-1F.TXT	  
Boeing / United Airlines, Inc. Proprietary
	 SA-2, MAX ***
Att. A-1, Page 4




     


    

 


Attachment A-2 to Letter Agreement No. UAL-PA-04761-LA-1807022R1


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


 



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



 


	#
    of 
 ***

Aircraft	 	 	***	***

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






	 	 	 	 	 	 	 	 	 	 	 	 
	  *
    Nominal delivery *** pursuant to §2 of Letter Agreememt UAL-PA-04761-LA-1807022 including any successor thereof.


 








    
	UAL-PA-04761-112118-1F.TXT	  
Boeing / United Airlines, Inc. Proprietary
	 SA-2, MAX ***
Att. A-2, Page 5





     


    

 


AIRCRAFT CONFIGURATION


 


between


 


THE BOEING COMPANY


 


and


 


United Airlines, Inc.


 


Exhibit A to Purchase Agreement Number 04761



for 737-8 Aircraft


 






    
	UAL-PA-04761-EXA 	SA-2
	737-8 Aircraft	Page 1
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


Exhibit A


 


AIRCRAFT CONFIGURATION


 


relating to


 


BOEING MODEL 737-8 AIRCRAFT


 


The Detail Specification
is Boeing document number *** pursuant to the provisions of Letter Agreement UAL-PA-04761-LA-1801465R1 entitled “Open Matters
737-8 Aircraft and 737-10 Aircraft”.


 






    
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	737-8 Aircraft	Page 2
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 


	***
    Number	 	ATTACHMENT
    1:  *** 737-8 ***	 	 	MAX8
 Aircraft
                                            ***$ Price Per 

                                            A/C
	 
	***	 	***	 	 	***	 
	***	 	TOTAL
    - ***:	 	$	***	 



 






    
	UAL-PA-04761-EXA 	SA-2
	737-8 Aircraft	Page 3
	BOEING/UNITED AIRLINES, INC. PROPRIETARY




     


    

 







BUYER FURNISHED EQUIPMENT VARIABLES


 


between


 


THE BOEING COMPANY


 


and


 


UNITED AIRLINES, INC.


 


Supplemental Exhibit BFE1


to Purchase Agreement Number 04761

for 737-8 Aircraft


 






    

	UAL-PA-04761-Ex BFE1 	BFE1 for 737-8 Aircraft, Page 1 	SA-2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 


BUYER FURNISHED EQUIPMENT VARIABLES


 


relating to


 


BOEING MODEL 737-8 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:


 


***




 


2.            
On-dock Dates and Other Information.


 


On or before *** aircraft
delivery, 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 for 737-8 Aircraft, Page 2 	SA-2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY




     


    

 


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

Preliminary On Dock Date Data:


 


***         ******




 






    
	Attachment 1 to Supplemental Exhibit BFE1	SA-2
	UAL-PA-04761-Ex BFE1	Att. 1 to BFE1 for 737-8 Aircraft, Page 1
	BOEING/UNITED AIRLINES, INC. PROPRIETARY






     


    

 





BUYER FURNISHED EQUIPMENT VARIABLES


 


between


 


THE BOEING COMPANY


 


and


 


UNITED AIRLINES, INC.


 


Supplemental Exhibit BFE1


to Purchase Agreement Number 04761

for 737-10 Aircraft


 






    
	UAL-PA-04761-Ex BFE1	SA-2 BFE1 for 737-10 Aircraft 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:


 


***




 


2.           
On-dock Dates and Other Information.


 


On or before *** aircraft
delivery, 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	SA-2 BFE1 for 737-10 Aircraft Page 2
	BOEING / UNITED AIRLINES, INC.
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    PROPRIETARY






     


    

 


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


Preliminary On Dock
Date Data for 737-10 Aircraft As of the Date of Supplemental Agreement No. 2


 


	Nominal

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


 






    



	Attachment 1 to Supplemental Exhibit BFE1	 
	UAL-PA-04761-Ex BFE1	SA-2 BFE1 for 737-10 Aircraft Page 2
	BOEING / UNITED AIRLINES, INC.
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 PROPRIETARY




     


    





 


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



 







UAL-PA-04761-LA-1801465R1


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	Open Matters 737-8 Aircraft and 737-10
                                            Aircraft



 


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



 


This letter agreement (Letter
Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the
same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801465.


 


Given the long period of
time between Purchase Agreement signing and delivery of Customer’s first 737-10 Aircraft and first 737-8 Aircraft; and the continued
development of the 737 MAX program, certain elements have not yet been defined. In consideration, Boeing and Customer agree to work together
as the configuration of Customer’s Boeing Model 737-8 Aircraft and 737-10 aircraft develops as follows:


 


1.                 
Aircraft Delivery Schedule.


 


1.1             
The scheduled delivery position of the 737-8 Aircraft and 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 737-8 Aircraft and 737-10
Aircraft, as applicable, in each calendar year, Boeing will provide written notice with a *** of the scheduled delivery month for each
737-8 Aircraft and each 737-10 Aircraft, as applicable, 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 ***.


  



    	UAL-PA-04761-LA-1801465R1	SA-2
	Open Matters	Page 1
	 	 
	BOEING/ UNITED AIRLINES, INC. PROPRIETARY



     


    




 


		 



 


2.                 
 Aircraft Configuration.


 


2.1       The
initial configuration of Customer's Model 737-8 Aircraft and 737-10 Aircraft has been defined by Boeing 737-7, 737-8, 737-8200, 737-9,
737-10 Airplane Description Document No*** as described in Article 1 and Exhibit A of the Purchase Agreement (Initial Configuration).
Final configuration of the 737-8 Aircraft and 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       
For the 737-10 Aircraft, Boeing has provided Customer with Customer Specific *** Selection packages and Customer has provided
its selections.


 


2.1.2       
For the 737-8 Aircraft: No later than ***, Boeing will provide Customer with a proposal for *** features that can be incorporated
into the 737-8 Aircraft during production.


 


2.1.3       
Customer will then have *** to accept or reject the *** 737-8 Aircraft features which will establish Final Configuration of
the 737-8 Aircraft.


 


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


 


2.1.4.1 
Changes applicable to the basic Model 737-8 and 737-10 aircraft, as applicable, which are developed by Boeing between the date
of signing of the Purchase Agreement and date of Final Configuration.


 


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.


 


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.


 


4.                 
Confidential Treatment.


  



    	UAL-PA-04761-LA-1801465R1	SA-2
	Open Matters	Page 2
	 	 
	BOEING/ UNITED AIRLINES, INC. PROPRIETARY



     


    




 


 


 


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:   	December
    12, 2018	 
	 	 
	UNITED AIRLINES,
    INC.	 
	 	 
	By: 	/s/
    Gerald Laderman	 
	 	 
	Its: 	Executive
    Vice President Finance and Chief Financial Officer	 






 






    	UAL-PA-04761-LA-1801465R1	SA-2
	Open Matters	Page 3
	 	 
	BOEING/ UNITED AIRLINES, INC. PROPRIETARY



     


    

 



 


	 	The Boeing Company 

  P.O. Box 3707 

  Seattle, WA 98124-2207






 



 


UAL-PA-04761-LA-1801467R2


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


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



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



 


This letter agreement (Letter
Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the
same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801467R1.


 


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 ***, Boeing *** to Customer ***.


 


1.3          737-9
Aircraft ***.


 


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


 


1.4          737-9
Aircraft ***.


 


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


 


1.5          737-8
Aircraft ***.


 


At the time of delivery of
each 737-8 Aircraft and each 737-8 *** Aircraft (each a 737-8 Aircraft for purposes
of this Letter Agreement), Boeing ***





 






    	UAL-PA-04761-LA-1801467R2
Special Matters
	BOEING I UNITED AIRLINES PROPRIETARY

	SA-2
Page 1



     


    

 


 


 


1.6          737-8
***


 


At the time of delivery of
each 737-8 Aircraft, Boeing *** Boeing represents that the ***
of this 737-*** is consistent with the terms of Letter Agreement 6 1162 KKT-080,
as amended.


 


1.7          Special
737-8 ***.


 


***


 


2.           
***.


 


Unless otherwise noted, the
amounts of the *** stated in (i) Paragraphs 1.1 through 1.2 ***
are in *** for 737-10 Aircraft; and (i)  Paragraphs 1.3 through 1.7
*** are in ***. The ***
to the scheduled month of the respective Aircraft delivery pursuant to the Airframe ***
formula set forth in the Purchase Agreement applicable to the Aircraft. The *** may,
at the election of Customer, be ***.


 


3.             737
Supplier Management.


 


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


 


4.            Supplier
Diversity.


 


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


 


5.            Assignment.


 


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


 


6.             Confidentiality


 


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


 






    	UAL-PA-04761-LA-1801467R2
Special Matters
	BOEING I UNITED AIRLINES PROPRIETAR
	SA-2
Page 2



     


    

 


 


 





Very truly yours,


 


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





 






    	UAL-PA-04761-LA-1801467R2
Special Matters
	BOEING I UNITED AIRLINES PROPRIETARY

	SA-2
Page 3



     


    

 


 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	December
    12, 2018	 



 


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



 






    	UAL-PA-04761-LA-1801467R2
Special Matters
	BOEING I UNITED AIRLINES PROPRIETARY

	SA-2
Page 4



     


    








	 	The
                                            Boeing Company

                                            P.O. Box 3707

                                            Seattle, WA 98124-2207





 


UAL-PA-04761-LA-1807022R1


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	***
                                            Aircraft – 737-*** and 737-***



 


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



 


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


 


1.             Right
to Purchase *** Aircraft


.


Subject to the terms and
conditions contained in this Letter Agreement, in addition to the Aircraft described in both Table 1’s to the Purchase Agreement
as of the date of execution of this Letter Agreement, Customer will have the *** Model 737-*** aircraft and 737-*** Aircraft as
*** aircraft (*** Aircraft).


 


2.             Delivery.


 


The number of aircraft and
delivery months are listed in Attachment A-1 and A-2 (collectively Attachment A) to this Letter Agreement. The scheduled delivery
position of each *** Aircraft listed in Attachment A provides the delivery schedule in *** consisting of a nominal delivery month (Nominal
Delivery Month) ***. No later than *** Nominal Delivery Month of Customer’s first *** Aircraft in each calendar year, Boeing
will provide written notice with a *** Attachment A of the scheduled delivery month for each *** Aircraft with a Nominal Delivery Month
in such calendar year.


 


3.             Configuration.


 


3.1         Subject
to the provisions of Article 3.2, below, the configuration for the *** Aircraft will be the Detail Specification for Boeing Model
737-*** and 737-*** aircraft, as applicable, at the revision level in effect at the time of Definitive Agreement (as defined below).
Such Detail Specification *** applicable to the Detail Specification that are developed by Boeing between the *** (as defined below)
and the signing of the Definitive Agreement, (ii) changes required to obtain required regulatory certificates, and (iii) other
changes as mutually agreed.


 


3.2         Subject
to ***, the *** Aircraft ***, provided that it can achieve *** which would result pursuant to the provisions of Article 3.1.


 


4.             Price.


 


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


 


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


 


4.3       The
*** Base Price shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of Definitive Agreement.


 


	UAL-PA-04761-LA-1807022R1	SA-2




 


	***Aircraft – 737-***	Page 1




BOEING / UNITED AIRLINES, INC. PROPRIETARY









     


     


    

 


 


 


5.             Payment.


 


5.1         ***


 


5.2         Notwithstanding
the amount shown in Attachment A, the *** Deposit will be *** for each *** Aircraft.


 


5.3         At
Definitive Agreement for the *** Aircraft,  *** will be payable as specified in the Purchase Agreement. The remainder of
the Aircraft Price for the *** Aircraft will be paid at the time of delivery.


 


6.            
***.


 


6.1         Customer
may *** by giving written notice to Boeing on or before the date ***


 


6.2         After
receipt of Customer’s ***.


 


6.3         ***


 


7.             Definitive
Agreement.


 


Following Customer’s
*** the parties will sign a definitive agreement for the purchase of such *** Aircraft (Definitive Agreement) within ***. The
Definitive Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement.
In the event the parties have not entered into a Definitive Agreement within ***, either party ***. If Customer and Boeing fail to enter
into the Definitive Agreement, Boeing will ***.


 


8.             Assignment.


 


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


 


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-1807022R1	SA-2




	***Aircraft – 737-***	Page 2




BOEING / UNITED AIRLINES, INC. PROPRIETARY



 






     


     


    

 


 


 


	ACCEPTED AND AGREED
    TO this
	 
	Date:	December
    12, 2018	 



 


	UNITED
                                            AIRLINES, INC.

                                                                                 

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


 


 


	UAL-PA-04761-LA-1807022R1	SA-2




	***Aircraft – 737-***	Page 3




BOEING / UNITED AIRLINES, INC. PROPRIETARY



 






     


     


    

 


Attachment A-1 to Letter
Agreement No. UAL-PA-04761-LA-1807022R1


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


 


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



 


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



 




* Nominal delivery *** pursuant to §2 of Letter Agreememt UAL-PA-04761-LA-1807022
including any successor thereof.


 






    	UAL-PA-04761-112118-1F.TXT	  
Boeing / United Airlines, Inc. Proprietary
	 SA-2, MAX ***
Att. A-1, Page 1





     


    

 


Attachment A-2 to Letter Agreement No. UAL-PA-04761-LA-1807022R1


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


 





	Airframe
    Model/MTOW:	737-***	***
    pounds	 	Detail
    Specification:	***	 
	Engine
    Model/Thrust:	CFMLEAP-1B27	***
    pounds	 	Airframe
    Price Base Year/Escalation Formula:	***	***
	Airframe
    Price:	 	$***	 	Engine Price Base Year/Escalation Formula:	***	***
	***
    Features:	 	$***	 	 	 	 
	Sub-Total
    of Airframe and Features:	 	$***	 	Airframe
    Escalation 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 Option Aircraft	 	 	***	***

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


 


* Nominal delivery *** pursuant to §2 of Letter
Agreememt UAL-PA-04761-LA-1807022 including any successor thereof.


 


Execution Version SA-2 to
737 Purchase Agreement No. 04761, Page 55 of 67


 






    
	UAL-PA-04761-112118-1F.TXT	  
Boeing / United Airlines, Inc. Proprietary
	 SA-2, MAX ***
Att. A-2, Page 1


 


     


    

 


	 	The
                                            Boeing Company

                                                                                                                                                P.O.
                                            Box 3707

                                                                                                                                                Seattle,
                                            WA 98124 2207




 


UAL-PA-04761-LA-1807490R1


 


United Airlines, Inc.


233 South Wacker Drive


Chicago, Illinois 60606


 


		Subject:	737*** Aircraft and 737***



 


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



 


This letter agreement (Letter
Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the
same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1807490.


 


		1.	Definitions.



 


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


 


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


 


		2.	Applicability.



 


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


 


		3.	*** Forecast.



 


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


 


		4.	***



 


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


 


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


 






    	 UAL-PA-04761-LA-1807490R1
*** 737-*** & 737-*** Aircraft
	 	 SA-2
Page 1

	BOEING / UNITED AIRLINES, INC. PROPRIETARY



     


    

 


 


 


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


 


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


 


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


 


		5.	***



 


		6.	***.



 


		7.	Applicability to ***.



 


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


 


		8.	Assignment.



 


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


 


		9.	Confidential Treatment.



 


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


 


Very truly yours,


 


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



 






    	 UAL-PA-04761-LA-1807490R1
*** 737-*** & 737-*** Aircraft
	 	 SA-2
Page 2

	BOEING/UNITED AIRLINES, INC. PROPRIETARY



     


    

 


 


 


	 	 
	ACCEPTED
    AND AGREED TO this	 
	 	 
	Date:	December
    12, 2018	 
	 	 
	UNITED
    AIRLINES, INC.	 
	 	 
	By	/s/
    Gerald Laderman	 
	 	 
	Its	Executive
    Vice President Finance and Chief Financial Officer	 



 






    	 UAL-PA-04761-LA-1807490R1
*** 737-*** & 737-*** Aircraft
	 	 SA-2
Page 3

	BOEING/UNITED AIRLINES, INC. PROPRIETARY



     


    

 


 


 


ATTACHMENT A


*** Forecast & *** Notice Date


 


	***

    Forecast	Applicable
    to Program Aircraft 

    Delivering in Time Period	***
    

    Notice Date
	***	***	***


 






    	 UAL-PA-04761-LA-1807490R1
*** 737-*** & 737-*** Aircraft
	 	 SA-2
Page 4

	BOEING/UNITED AIRLINES, INC. PROPRIETARY



     


    

 


 


 


ATTACHMENT B


*** Factors - *** Base Year


 


***


 






    	 UAL-PA-04761-LA-1807490R1
*** 737-*** & 737-*** Aircraft
	 	 SA-2
Page 5

	BOEING/UNITED AIRLINES, INC. PROPRIETARY