Letter Agreement No. 6-1162-ELP-0790



 Exhibit 10.19 

6-1162-ELP-0790 
 United Air Lines, Inc.

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

			
	Subject:	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters
		
	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. Unless otherwise
defined, all terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. The terms of this Letter Agreement will prevail in the event of any conflict between this Letter Agreement and any provision in the
Purchase Agreement. 
 1. In consideration of Customer’s request for its ability to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer’s Aircraft to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing consents to such
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] under the following terms and conditions: 

1.1 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

1.2 Customer must notify Boeing its intent to exercise its right to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in writing (the “Notice of Intent”) no less than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months prior
to the first day of the scheduled delivery month of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft. 

1.3 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

 

 P.A. No. 3427 

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters 

BOEING / UNITED PROPRIETARY 









 United Air Lines, Inc. 

6-1162-ELP-0790 
  

 1.4 Within thirty (30) days of Boeing’s receipt of the Notice of Intent, Boeing
shall have the right [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] under the Purchase Agreement for [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 
 1.5 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
 1.6 Any and all actual incremental costs associated
with the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 

1.7 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 1.8 Boeing shall not be subject to any additional liability as a result of [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] under the terms and conditions of this Letter Agreement which Boeing would not otherwise be subject to under the Purchase Agreement. 

2 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] shall mean the
occurrence of any one or more of the following events: (i) any party taking any action to foreclose or otherwise exercise any right such party may have to control or otherwise direct [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to a material security agreement, pledge or otherwise; (ii) any [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] whether through sale, merger, consolidation or otherwise or whether through foreclosure, enforcement of a security interest, or otherwise resulting from the acts of any party; (iii) the creation of any material lien upon the
material assets of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] or any pledge of any ownership or other interest in [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to any party, or (iv) the bankruptcy (whether voluntary, involuntary or otherwise) or insolvency of the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 
  

 P.A. No. 3427 

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters 

BOEING / UNITED PROPRIETARY 









 United Air Lines, Inc. 

6-1162-ELP-0790 
  

 3. 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 

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters 

BOEING / UNITED PROPRIETARY 









 United Air Lines, Inc. 

6-1162-ELP-0790 
  

 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. 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 

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters 

BOEING / UNITED PROPRIETARY