Letter Agreement No. 6-1162-ELP-0785



 Exhibit 10.15 

6-1162-ELP-0785 
 United Air Lines, Inc.

 P. O. Box 66100 
 Chicago, IL
60601-0100 
  

			
	Subject:	  	Promotional Support
		
	Reference:	  	Purchase Agreement No. 3427 (Purchase Agreement) between The Boeing Company (Boeing) and United Air Lines, Inc. (Customer) relating to Model 787-8 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not
defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
 Boeing and Customer wish to enter into an agreement
pursuant to which each party will contribute equally to promotional programs in support of the entry into service of the Aircraft as more specifically provided below. 
  

	1.	Definitions. 

 1.1
Commitment Limit shall have the meaning set forth in Article 2, below. 
 1.2 Covered Aircraft shall mean those Aircraft
identified on Table 1 to the Purchase Agreement as of the date of signing of this Letter Agreement. 
 1.3 Performance Period
shall mean the period beginning one (1) year before and ending one (1) year after the scheduled delivery month of the first Covered Aircraft. 

1.4 Promotional Support shall mean marketing and promotion programs in support of the entry into service of the Covered Aircraft such as
marketing research, tourism development, corporate identity, direct marketing, videotape or still photography, planning, design and production of collateral materials, management of promotion programs, advertising campaigns or such other marketing
and promotional activities as the parties may mutually agree. 
 1.5 Qualifying Third Party Fees shall mean fees paid by
Customer to third party providers for Promotional Support provided to Customer during the Performance Period. 
  

	2.	Commitment. 

 As more
particularly set forth in this Letter Agreement, Boeing agrees to provide Promotional Support to Customer during the Performance Period in a value not to exceed [CONFIDENTIAL MATERIAL OMITTED AND FILED

  

 P.A. No. 3427 

Promotional Support 
 BOEING /
UNITED PROPRIETARY 









 United Air Lines, Inc. 

6-1162-ELP-0785 
  Page
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SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for the first Covered Aircraft delivered to Customer and not to exceed [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per Covered Aircraft for each Covered Aircraft delivered to Customer thereafter for a total of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 
  

	3.	Methods of Performance 


3.1 Subject to the Commitment Limit, Boeing will reimburse [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] of Customer’s payments of Qualifying Third Party Fees provided that Customer provides Boeing copies of paid invoices for such Qualifying Third Party Fees no later than twenty-four months after the
delivery of the first Covered Aircraft. 
 3.2 Notwithstanding the above, at Customer’s request and subject to a mutually
agreed project, Boeing will provide certain Promotional Support during the Performance Period directly to Customer. The full value of such Boeing provided Promotional Support will be accounted for as part of the Commitment Limit and will
correspondingly reduce the amount of Qualifying Third Party Fees that are subject to reimbursement pursuant to Article 3.1 above. 

3.3 In the event Customer does not (i) utilize the full amount of the Commitment Limit within the Performance Period or
(ii) submit its paid invoices for Qualifying Third Party Fees within the required time, as set forth in Article 3.1, Boeing shall have no further obligation to Customer for such unused Commitment Limit or to reimburse Customer for such
Qualifying Third Party Fees, respectively. 
  

	4.	Project Approval. 


Following the execution of this Letter Agreement, a Boeing Airline Marketing Services representative will meet with Customer’s
designated representative to review and approve the extent, selection, scheduling, and funds disbursement process for the Promotional Support to be provided pursuant to this Letter Agreement. 

 

	5.	Assignment. 

 The rights and obligations
described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and can only be assigned, in whole or in part, pursuant to Article 9 of the AGTA as amended by Letter Agreement
No. 6-1162-IRS-0184. 
  

 P.A. No. 3427 

Promotional Support 
 BOEING /
UNITED PROPRIETARY 









 United Air Lines, Inc. 

6-1162-ELP-0785 
  Page
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	6.	Confidential Treatment. 


Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by
Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. 6-1162-IRS-0182. 
  

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By:	 	 /s/ Nobuko Wiles

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
	
	Date: February 19, 2010
	
	UNITED AIR LINES, INC.


			
		
	By:	 	 /s/ Kathryn A. Mikells

		
	Its:	 	
Executive Vice President and Chief Financial Officer



 

 P.A. No. 3427 

Promotional Support 
 BOEING /
UNITED PROPRIETARY