EX-10.6



 Exhibit 10.6 
 Supplemental Agreement No. 1 
 to 

Purchase Agreement No. 3860 
 between 
 The Boeing Company 

and 
 United
Airlines, Inc. 
 Relating to Boeing Model 787 Aircraft 
 THIS SUPPLEMENTAL AGREEMENT, entered into as of June 17, 2013, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC. (a Delaware corporation formerly known as Continental
Airlines, Inc. and successor by merger to United Air Lines, Inc.) (Customer); 
 WHEREAS, the parties hereto entered into
Purchase Agreement No. 3860 dated September 27, 2012, as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Boeing Model 787 aircraft (Aircraft). This Supplemental Agreement is an amendment to
the Purchase Agreement; 
 WHEREAS, Boeing and Customer agree to revise the scheduled delivery of *** Model 787-8 Aircraft from
***: 
  

					
	 Manufacturer Serial

Number
	  	 Current

Delivery Month
	  	 Revised

Delivery Month

	 ***
	  	***	  	***

 WHEREAS, Boeing and Customer agree to substitute *** Model 787-*** aircraft (787-*** Aircraft) in
lieu of Model 787-*** aircraft (787-*** Aircraft) and to revise the scheduled delivery as follows: 
  

					
	 Manufacturer Serial

Number
	  	 787-*** Aircraft

Delivery Month
	  	 787-*** Aircraft

Delivery Month

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


  

					
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	BOEING / UNITED AIRLINES, INC. PROPRIETARY 

 CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE
24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS. 








 WHEREAS, Boeing and Customer agree to substitute ten (10) Model 787-10 aircraft
(787-10 Aircraft) in lieu of 787-*** Aircraft and to revise the scheduled delivery as follows: 
  

					
	 Manufacturer Serial

Number
	  	 787-*** Aircraft

Delivery Month
	  	 787-10 Aircraft Delivery

Month

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

 WHEREAS, Boeing and Customer agree to *** ten (10) *** 787-10 Aircraft *** and to revise the
scheduled delivery as follows: 
  

			
	 787*** Aircraft

Delivery ***
	  	 787-10 Aircraft Delivery

***

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

 WHEREAS, Boeing and Customer agree to add 787-10 Aircraft to the Purchase Agreement, resulting in
revisions to the basic articles, Exhibit A, BFE1 and revisions to Letter Agreement UAL-PA-03860-120964R1, entitled “Open Configuration Matters” and Letter Agreement UAL-PA-03860-LA-1209618R1, entitled “Alternate Engine Selection”
to reflect the schedule for 787-10 Aircraft configuration decisions; 
 WHEREAS, Boeing and Customer agreed to add ***
incremental Option Aircraft, designated as Model 787-10 (787-10 Option Aircraft); 

  

					
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 WHEREAS, Boeing and Customer agree to *** 787-10 Option Aircraft in lieu of Option Aircraft
*** and to revise the scheduled delivery as follows: 
  

			
	 787-*** Aircraft

Delivery ***
	  	 787-10 Option Aircraft

Delivery ***

	 ***
	  	***

 WHEREAS, Boeing and Customer agree to incorporate *** 787-10 Option Aircraft *** the scheduled delivery
of *** Option Aircraft *** The Boeing Company and Customer (*** Option Aircraft) and the *** 787-10 Option Aircraft *** as follows: 
  

			
	 *** Option Aircraft

Delivery Month
	  	 787-10

Option Aircraft
 Delivery Month

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

 WHEREAS, Boeing and Customer agree that the option deposits received by Boeing for the *** Option
Aircraft will instead be applied to the Model 787-10 Option Aircraft listed above; 
 WHEREAS, Boeing and Customer have agreed
to terms related to Model 787-10 aircraft, as captured in Letter Agreements UAL-PA-03860-LA-1209236R1, entitled “Model Substitution”, UAL-PA-03860-LA-1209413R1, entitled “Special Matters”, and UAL-PA-03860-LA-1209414R1, entitled
“Other Special Matters”. 
 WHEREAS, Boeing and Customer have mutually agreed to a termination of Letter Agreement
UAL-PA-03860-LA-1209455 entitled ***; 
 WHEREAS, Boeing has offered performance guarantees for the 787-10 Aircraft (the
787-10 Performance Guarantees), and Customer has agreed to terms and conditions addressing Boeing’s commitment in the event of *** with the 787-10 Performance Guarantees; 

WHEREAS, Boeing and Customer have agreed that if Boeing has not entered into adequate *** with other customers by ***, then Customer and
Boeing will discuss *** Boeing will *** 787-10 Aircraft *** the development*** and certification of the 787-10 

  

					
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	BOEING / UNITED AIRLINES, INC. PROPRIETARY 









 
aircraft with the objective of documenting such terms in *** agreement within *** after such discussions commence. If Customer and Boeing do not enter into a *** agreement in accordance with the
above schedule, then Boeing *** to support the *** program; 
 WHEREAS, Boeing and Customer have agreed that a *** program will
be applicable to the 787-10 Aircraft and 787-10 Option Aircraft; 
 WHEREAS, Boeing has agreed to provide Customer Aircraft
Flight Manuals and Weight and Balance Manuals to operate the 787-9 Aircraft *** in accordance with certain terms and conditions detailed in Letter Agreement UAL-PA-03860-LA-1301373; 

WHEREAS, Boeing and Customer agree that the 787-10 Aircraft reflected in Table 1 to the Purchase Agreement and the 787-10 Option Aircraft
specified as of the effective date of this Supplemental Agreement No. 1 to the Purchase Agreement will be entitled to application of the *** program; 
 WHEREAS, Boeing and Customer agree that 787-10 Model aircraft program launch requires approval from the Boeing Board of Directors; 
 NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows: 
 1. Table of Contents and Articles. 
 Remove and replace, in its entirety,
the “Table of Contents,” and basic articles with the Table of Contents and basic articles attached hereto, to reflect Customer’s legal name change, delivery and payment terms applicable to the 787-10 Aircraft, and the
incorporation of this Supplemental Agreement No. 1 into the Purchase Agreement. 
 2. Tables. 

The tables in the Purchase Agreement are amended as set forth below, to reflect the exercise and substitution of 787-*** Option Aircraft
into 787-10 Aircraft, and the modification of the scheduled delivery months for 787-8 Aircraft as follows: 
 2.1. Table 1
is replaced in its entirety with the Table 1 attached hereto that is related to and references this Supplemental Agreement for Model 787-8 aircraft 
 2.2. Table 1 is replaced in its entirety with the Table 1 attached hereto that is related to and references this Supplemental Agreement for Model 787-9 aircraft. 

2.3. Two new aircraft information tables are added for the 787-10 aircraft: One (1) Table 1 is added for the 787-10 Aircraft with
GENX-1B*** Engines and One (1) Table 1 is added for 787-10 Aircraft with TRENT1000-*** Engines. 

  

					
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 3. Exhibits. 
 One exhibit in the Purchase Agreement is amended as set forth below, to reflect the addition of the 787-10 Aircraft. 
 3.1. Exhibit A3, entitled “787-10 Aircraft Configuration” that is related to and references this Supplemental Agreement, is incorporated into the Purchase Agreement. 

4. Supplemental Exhibits. 

One supplemental exhibit in the Purchase Agreement is amended as set forth below to reflect the addition of the 787-10 Aircraft.

 4.1. Supplemental Exhibit BFE1, entitled “BFE Variables”, is replaced in its entirety with the Supplemental Exhibit
BFE1 that is related to and references this Supplemental Agreement. 
 5. Letter Agreements: 

The Letter Agreements in the Purchase Agreement are amended as set forth below to reflect the addition of the 787-10 Aircraft.

 5.1. The following letter agreements that are related to and reference this Supplemental Agreement are removed and replaced in
their entirety as specified below: 
  

					
	 Title of 
Letter Agreement
	  	 Original 
Letter Agreement
	  	Replacement 
Letter Agreement
	 Option Aircraft
	  	UAL-PA-03860-LA-1209265	  	UAL-PA-03860-LA-1209265R1
	 Attachment B-1, 787-10
with GENX-1B*** Engines
	  	N/A	  	New
 *** 787-10 Option Aircraft if
GENX-
1B*** Engines are selected

	 Attachment B-2, 787-10 with TRENT1000-*** Engines
	  	N/A	  	New
 *** 787-10 Option Aircraft
if
TRENT1000-*** Engines are selected

	 Model Substitution
	  	UAL-PA-03860-LA-1209236	  	UAL-PA-03860-LA-1209236R1
	 Special Matters
	  	UAL-PA-03860-LA-1209413	  	UAL-PA-03860-LA-1209413R1
	 Other Special Matters
	  	UAL-PA-03860-LA-1209414	  	UAL-PA-03860-LA-1209414A1


  

					
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 5.2. The Letter Agreements listed below, that are related to and reference this Supplemental
Agreement, are incorporated into the Purchase Agreement: 
  

			
	 Letter Agreement No.
	  	 Title of Letter Agreement

	 UAL-PA-03860-LA-1301368
	  	 Performance Guarantees (787-10)

	 UAL-PA-03860-LA-1301373
	  	 787-10 Aircraft Open Configuration and Other Matters

	 UAL-PA-03860-LA-1301375
	  	 Provisions Relating to Customer’s *** Model 787-10 Aircraft

	 UAL-PA-03860-LA-1301377
	  	 787-10 ***

	 UAL-PA-03860-LA-1301380
	  	 787-10 Program Launch


 5.3 The following letter agreements are deleted from the Purchase Agreement: 

 

			
	 Letter Agreement No.
	  	 Title of Letter Agreement

	 UAL-PA-03860-LA-1209455
	  	 ***

	 Attachment A to UAL-PA-03860-LA-1209265
	  	 787-*** Option Aircraft Delivery, Description, Price and Advance Payments



  

					
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 5.4 Customer’s payment to Boeing of the aggregate total of the amounts specified in the
invoices for this Supplemental Agreement No. 1 to the Purchase Agreement shall be due no later than ***, 2013. 
 6. Effective Date:
This Supplemental Agreement No. 1 shall be effective subject to satisfaction of Section 5.4 and the following conditions precedent (collectively the Conditions Precedent): 

6.1 Execution of this Supplemental Agreement No. 1 to the Purchase Agreement; 

6.2 Execution of Supplemental Agreement No. 8 to Purchase Agreement No. 2484 between Boeing and Customer relating to Boeing
Model 787 aircraft by Boeing and Customer; and 
 6.3 Execution of Supplemental Agreement No. 1 to Purchase Agreement
No. 03776 between Boeing and United Continental Holdings, Inc. relating to Model 737-9 aircraft by Boeing and United Continental Holdings, Inc. 
 Upon satisfaction of Section 5.4 and the Conditions Precedent, the Agreement will be deemed to be supplemented to the extent herein provided as of the date hereof and as so supplemented will continue
in full force and effect. 
 [The rest of the page is intentionally blank. Signature page follows.] 

  

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

 

					
	THE BOEING COMPANY	 		  	UNITED AIRLINES, INC.
			
	***	 		  	/s/ Gerald Laderman
	Signature	 		  	Signature
			
	Attorney-in-Fact	 		  	Senior Vice President – Finance and Treasurer
	Title	 		  	Title


  

					
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	BOEING / UNITED AIRLINES, INC. PROPRIETARY 









 TABLE OF CONTENTS 

 

					
	  	 	 	  	SA
NUMBER
	 ARTICLES
	  	
	Article 1.	 	 Quantity, Model and Description
	  	SA-1
	Article 2.	 	 Delivery Schedule
	  	SA-1
	Article 3.	 	 Price
	  	SA-1
	Article 4.	 	 Payment
	  	SA-1
	Article 5.	 	 Additional Terms
	  	SA-1
	
	TABLE
			
	 1.
	 	 787-8 with GENX-1B*** Engines Aircraft Information Table
	  	SA-1
	 1.
	 	 787-8 with TRENT1000-*** Engines Aircraft Information Table
	  	SA-1
	 1.
	 	 787-9 with GENX-1B*** Engines Aircraft Information Table
	  	SA-1
	 1.
	 	 787-9 with TRENT1000-*** Engines Aircraft Information Table
	  	
	 1.
	 	 787-10 with GENX-1B*** Engines Aircraft Information Table
	  	SA-1
	 1.
	 	 787-10 with TRENT1000-*** Engines Aircraft Information Table
	  	SA-1
		
	EXHIBITS	  	
			
	 A1.
	 	 787-8 Aircraft Configuration
	  	
	 A2.
	 	 787-9 Aircraft Configuration
	  	
	 A3.
	 	 787-10 Aircraft Configuration
	  	SA-1
	 B.
	 	 Aircraft Delivery Requirements and Responsibilities
	  	
	
	SUPPLEMENTAL EXHIBITS
			
	AE1.	 	 Escalation Adjustment/Airframe and Optional Features
	  	
	BFE1.	 	 BFE Variables
	  	SA-1
	CS1.	 	 Customer Support Document
	  	
	EE1.	 	 Engine Escalation/Engine Warranty ***
	  	
	SLP1.	 	 Service Life Policy Components
	  	


  

					
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 TABLE OF CONTENTS, CONTINUED 

 

					
	  	 	 	  	SA
NUMBER
	 LETTER AGREEMENTS
	 		  	
	UAL-PA-03860-LA-1209247	 	 787 e-Enabling
	  	
	U AL-PA-03860-LA-1209264	 	 Open Configuration Matters
	  	
	UAL-PA-03860-LA-1209265R1	 	 Option Aircraft
	  	SA-1
		 	 Attachment A, 787-*** Option Aircraft Delivery, Description, Price and Advance Payments (DELETED)
	  	SA-1
		 	 Attachment B-1, 787-*** with GENX-1B*** Engines: Option Aircraft Delivery, Description, Price and Advance
Payments
	  	SA-1
		 	 Attachment B-2, 787-*** with TRENT1000-*** Engines: Option Aircraft Delivery, Description, Price and Advance
Payments
	  	SA-1
	UAL-PA-03860-LA-1209409	 	 Spare Parts Initial Provisioning
	  	
	UAL-PA-03860-LA-1209410	 	 Special Matters Relating to COTS Software and End User License Agreements
	  	
	UAL-PA-03860-LA-1209411	 	 Special Terms – Seats and In-flight Entertainment
	  	
	UAL-PA-03860-LA-1209417	 	 Model 787 Post-Delivery Software & Data Loading
	  	
		
	CONFIDENTIAL LETTER AGREEMENTS	  	
			
	UAL-PA-03860-LA-1209236R1	 	 Model Substitution
	  	SA-1
		 	 Attachment A, 787-9 Airframe Pricing of Substitution Aircraft with General Electric GEnx-1B*** and Rolls Royce Trent 1000-***
engines
	  	SA-1
		 	 Attachment B, 787-10 with General Electric GEnx-1B*** and Rolls Royce TRENT 1000-*** Engines
	  	SA-1
		 	 Attachment C, 787-8 with General Electric GEnx-1B*** and Rolls Royce TRENT 1000-***
	  	SA-1


  

					
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 TABLE OF CONTENTS, CONTINUED 

 

					
	  	  	SA
NUMBER
	 CONFIDENTIAL LETTER AGREEMENTS, continued
	  	
	UAL-PA-03860-LA-1209412	 	 Spare Parts Commitment
	  	
	UAL-PA-03860-LA-1209413R1	 	 Special Matters
	  	SA-1
	UAL-PA-03860-LA-1209414	 	 Other Special Matters
	  	
	UAL-PA-03860-LA-1209413A1	 	 Other Special Matters—Amendment 1
	  	SA-1
	UAL-PA-03860-LA-1209416	 	 Promotional Support
	  	
	UAL-PA-03860-LA-1209430	 	 Performance Guarantees
	  	
	UAL-PA-03860-LA-1209455	 	 *** TERMINATED
	  	SA-1
	UAL-PA-03860-LA-1209429	 	 ***
	  	
	UAL-PA-03860-LA-1209618R1	 	 Alternate Engine Selection
	  	SA-1
	6-1162-ELP-0794	 	 *** Program***
	  	
	6-1162-ELP-0795	 	 *** Program***
	  	
	UAL-PA-03860-LA-1301368	 	 Performance Guarantees (787-10)
	  	SA-1
	UAL-PA-03860-LA-1301373	 	 787-10 Aircraft Open Configuration and Other Matters
	  	SA-1
	UAL-PA-03860-LA-1301375	 	 Provisions Relating to Customer’s *** for 787-10 Aircraft
	  	SA-1
	UAL-PA-03860-LA-1301377	 	 787-10 ***
	  	SA-1
	UAL-PA-03860-LA-1301380	 	 787-10 Program Launch
	  	SA-1

  

			
	 SUPPLEMENTAL AGREEMENTS
	  	 DATED AS OF

	Supplemental Agreement No. 1	  	June 17, 2013


  

					
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	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 Purchase Agreement No. 3860 

between 
 The
Boeing Company 
 and 
 United Airlines, Inc. 
  

 
 This Purchase
Agreement No. 3860 dated as of September 27, 2012 between The Boeing Company (Boeing) and United Airlines, Inc. (a Delaware corporation formerly known as Continental Airlines, Inc. and the successor by merger to United Air Lines,
Inc.) (Customer) relating to the purchase and sale of Model 787 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any (Purchase Agreement), incorporates and
amends the terms and conditions of the Aircraft General Terms Agreement dated as of February 19, 2010 between the parties, identified as AGTA-UAL (AGTA). The Purchase Agreement *** supersedes purchase agreement no. 3427***. 

Article 1. Quantity, Model, Description and Inspection. 
 The aircraft to be delivered to Customer will be designated as Model 787-8 aircraft, 787-9 or 787-10 aircraft, as the case may be (the 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 this Purchase Agreement. *** months prior to delivery of Customer’s first Aircraft, Boeing will provide Customer a Boeing document defining a
customer inspection process appropriate to the 787 manufacturing process (787 Inspection Process) which will apply in lieu of inspection processes traditionally applicable to other models of aircraft and will supersede the provisions of
Article 5.2 of the AGTA. 
 Article 2. Delivery Schedule. 
 The Aircraft will be delivered to Customer in accordance with the scheduled months of delivery of the Aircraft listed in the attached Table 1. Exhibit B describes certain responsibilities for both
Customer and Boeing in order to accomplish the delivery of the Aircraft. 
 Article 3. Price. 

3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in Table 1 and is subject to escalation. 

  

					
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 BOEING / UNITED AIRLINES, INC.
PROPRIETARY 










 3.2 Advance Payment Base Prices. The Advance Payment Base Prices listed in Table 1
for each of the Boeing Model 787-8, 787-9 and 787-10 aircraft were calculated utilizing the latest escalation factors available to Boeing on the date of the Purchase Agreement, or the most recent supplemental agreement to the Purchase Agreement that
amends Table 1 of the Purchase Agreement projected to the month of scheduled delivery. 
 Article 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 advance payment schedule for the Model 787 Aircraft requires Customer to make certain advance payments, expressed as a
percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of ***%, less the Deposit, on the date of signing of the Purchase Agreement for the Aircraft. Additional advance payments for each Aircraft are due as specified
in and on the first business day of the months listed in the attached Table 1. 
 4.3 For any Aircraft whose scheduled month of
delivery is less than *** months from the date of this Purchase Agreement, the total amount of advance payments due for payment upon signing of this Purchase Agreement will include all advance payments which are past due in accordance with the
standard advance 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. The Aircraft Price for each Aircraft will be re-calculated at the time that Aircraft is delivered using the then available escalation factors for the month when that Aircraft is delivered to calculate the Escalation
Adjustment as defined in Supplemental Exhibit AE1. 
 Article 5. Additional Terms. 

5.1 Excusable Delay. Article 7.1 of the basic articles of the AGTA in so far as it applies to the Aircraft only is revised to read
as follows: 
 7.1 General. Boeing will not be liable for any delay in the scheduled delivery month of an
aircraft or other performance under a purchase agreement caused by (i) acts of God; (ii) war or armed hostilities; (iii) government acts or priorities; (iv) fires, floods, or earthquakes; (v) strikes or labor troubles
causing cessation, slowdown, or interruption of work; (vi) *** (vii) inability, after due and timely diligence, to obtain type certification; or (viii) any other cause to the extent such cause is beyond Boeing’s control and not
occasioned by Boeing’s fault or negligence. A delay resulting from any such cause is defined as an Excusable Delay. 

  

					
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PROPRIETARY 










 5.2 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 for the Aircraft, (iii) month and year of scheduled deliveries of the Aircraft, (iv) Aircraft Basic Price, (v) escalation
factors applicable to the Aircraft and (vi) Advance Payment Base Prices and advance payments applicable to the Aircraft and their schedules. 
 5.3 Escalation Adjustment/Airframe and Optional Features. Supplemental Exhibit AE1 contains the applicable airframe and optional features escalation formula for the Aircraft. 

5.4 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1 contains vendor selection dates and other variables applicable
to the Aircraft. 
 5.5 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. Supplemental Exhibit CS1 supersedes in its entirety Exhibit B to the AGTA with respect to the Aircraft but not with respect to any other
aircraft. 
 5.6 Engine Escalation Variables. Supplemental Exhibit EE1 contains the applicable engine escalation formula,
the engine warranty *** for the Aircraft 
 5.7 Service Life Policy Component Variables. Supplemental Exhibit SLP1 lists
the airframe and landing gear components covered by the Service Life Policy for the Aircraft (Covered Components). 
 5.8
Public Announcement. Boeing reserves the right to make a public announcement regarding Customer’s purchase of the Aircraft upon approval of Boeing’s press release by Customer’s public relations department or other authorized
representative. 

  

					
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PROPRIETARY 










 5.9 Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the
provisions of Article 8.2 of the AGTA relating to insurance, and Article 12 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; 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.

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

  

					
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 BOEING / UNITED AIRLINES, INC.
PROPRIETARY 










 DATED AS OF June 17, 2013 

 

					
	THE BOEING COMPANY	  		  	UNITED AIRLINES, INC.
			
	***	  		  	/s/ Gerald Laderman
	Signature	  		  	Signature
			
	Susan Englander	  		  	Gerald Laderman
	Printed name	  		  	Printed name
			
	Attorney-in-Fact	  		  	Senior Vice President – Finance and Treasurer
	Title	  		  	Title


  

					
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PROPRIETARY 










 Table 1 to Purchase Agreement No. 3860 

787-8 Aircraft with GENX-1B*** Engines Delivery, Description, Price and Advance Payments 

(787-8/GE/***) 
  

																					
	 Airframe Model/MTOW:
	  	 	787-8	  	  	 	*** pounds	  	 		  	Detail Specification:	  	***	  		  		  	
	 Engine Model/Thrust:
	  	 	GENX-1B***	  	  	 	*** pounds	  	 		  	Airframe Price Base Year/Escalation Formula:	  		  	***	  		  	***
	 Airframe Price:
	  				  	$	***	  	 		  	Engine Price Base Year/Escalation Formula:	  		  	***	  		  	***
	 Optional 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:
	   
	  	$	***	  	 		  	Engine Escalation Data:	  		  		  	***	  	
	 Seller Purchased Equipment (SPE) Estimate:
	   
	  	$	***	  	 		  	Base Year Index (ECI):	  		  		  	***	  	
	 In Flight Entertainment (IFE) Fixed$:
	   
	  	$	***	  	 		  	Base Year Index (CPI):	  		  		  	***	  	

  

																																					
	 Delivery
 Date
	  	Number of
Aircraft	 	  	Escalation Factor
(Airframe)	 	  	Escalation
Factor 
(Engine)	 	  	Serial Number	 	  	Escalation Estimate
Adv Payment Base
Price Per 
A/P	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	  	  	  	  	  	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 Total:
	  	 	***	  	  				  				  				  				  				  				  				  			


  

					
		  	Boeing Proprietary	  	Table 1 787-8 with GENX-1B*** Engines Page 1, SA-1
	
	









 Table 1 to Purchase Agreement No. 3860 

787-8 Aircraft with TRENT 1000-*** Engines Delivery, Description, Price and Advance Payments 

(787-8/RR/***) 
  

																					
	 Airframe Model/MTOW:
	  	 	787-8	  	  	 	*** pounds	  	 		  	Detail Specification:	  	***	  		  		  	
	 Engine Model/Thrust:
	  	 	TRENT1000-***	  	  	 	*** pounds	  	 		  	Airframe Price Base Year/Escalation Formula:	  		  	***	  		  	***
	 Airframe Price:
	  				  	$	***	  	 		  	Engine Price Base Year/Escalation Formula:	  		  	***	  		  	***
	 Optional 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:
	   
	  	$	***	  	 		  	Engine Escalation Data:	  		  		  	***	  	
	 Seller Purchased Equipment (SPE) Estimate:
	   
	  	$	***	  	 		  	Base Year Index (ECI):	  		  		  	***	  	
	 In Flight Entertainment (IFE) Fixed$:
	   
	  	$	***	  	 		  	Base Year Index (CPI):	  		  		  	***	  	

  

																																					
	 Delivery
 Date
	  	Number of
Aircraft	 	  	Escalation Factor
(Airframe)	 	  	Escalation
Factor 
(Engine)	 	  	Serial Number	 	  	Escalation Estimate
Adv Payment Base
Price Per 
A/P	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	  	  	  	  	  	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 Total:
	  	 	***	  	  				  				  				  				  				  				  				  			


  

					
		  	Boeing Proprietary	  	Table 1 787-8 with TRENT1000-*** Engines Page 1, SA-1
	
	









 Table 1 to Purchase Agreement No. 3860 

*** 787-9 Substitute Aircraft 
 (787-8/GE/***) 
 FOR APBP PURPOSES ONLY: UNTIL *** PRIOR TO APPLICABLE
AIRCRAFT DELIVERY 
  

																					
	 Airframe Model/MTOW:
	  	 	787-8	  	  	 	*** pounds	  	 		  	Detail Specification:	  	***	  		  		  	
	 Engine Model/Thrust:
	  	 	GENX-1B***	  	  	 	*** pounds	  	 		  	Airframe Price Base Year/Escalation Formula:	  		  	***	  		  	***
	 Airframe Price:
	  				  	$	***	  	 		  	Engine Price Base Year/Escalation Formula:	  		  	***	  		  	***
	 Optional 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:
	   
	  	$	***	  	 		  	Engine Escalation Data:	  		  		  	***	  	
	 Seller Purchased Equipment (SPE) Estimate:
	   
	  	$	***	  	 		  	Base Year Index (ECI):	  		  		  	***	  	
	 In Flight Entertainment (IFE) Fixed$:
	   
	  	$	***	  	 		  	Base Year Index (CPI):	  		  		  	***	  	

  

																																									
	 Delivery
 Date
	  	18 Months
Prior to
Applicable
Delivery	 	  	Number of
Aircraft	 	  	Escalation Factor
(Airframe)	 	  	Escalation
Factor 
(Engine)	 	  	Serial Number	 	  	Escalation Estimate
Adv Payment Base
Price Per 
A/P	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	  	  	  	  	  	  	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 Total:
	  				  	 	***	  	  				  				  				  				  				  				  				  			


  

					
		  	Boeing Proprietary	  	Table 1 787-8 with GENX-1B*** Engines Page 1, SA-1
	
	









 Table 1 to Purchase Agreement No. 3860 

787-9 Aircraft with GENX-1B*** Engines Delivery, Description, Price and Advance Payments 

(787-9/GE/***) APBP beginning *** prior to applicable delivery 

 

																					
	 Airframe Model/MTOW:
	  	 	787-9	  	  	 	*** pounds	  	 		  	Detail Specification:	  	***	  		  		  	
	 Engine Model/Thrust:
	  	 	GENX-1B***	  	  	 	*** pounds	  	 		  	Airframe Price Base Year/Escalation Formula:	  		  	***	  		  	***
	 Airframe Price:
	  				  	$	***	  	 		  	Engine Price Base Year/Escalation Formula:	  		  	***	  		  	***
	 Optional 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:
	   
	  	$	***	  	 		  	Engine Escalation Data:	  		  		  	***	  	
	 Seller Purchased Equipment (SPE) Estimate:
	   
	  	$	***	  	 		  	Base Year Index (ECI):	  		  		  	***	  	
	 In Flight Entertainment (IFE) Estimate:
	   
	  	$	***	  	 		  	Base Year Index (CPI):	  		  		  	***	  	

  

																																									
	 Delivery Date
	  	18 Months
Prior to
Applicable
Delivery	 	  	Number of
Aircraft	 	  	Escalation Factor
(Airframe)	 	  	Escalation
Factor 
(Engine)	 	  	Serial Number	 	  	Escalation Estimate
Adv Payment Base
Price Per 
A/P	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	  	  	  	  	  	  	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 Total:
	  				  	 	***	  	  				  				  				  				  				  				  				  			


  

					
		  	Boeing Proprietary	  	Table 1 787-9 with GENX-1B*** Engines Page 1, SA-1
	
	









 Table 1 to Purchase Agreement No. 3860 

787-9 Aircraft with TRENT 1000-*** Engines Delivery, Description, Price and Advance Payments 

(787-9/RR/***) APBP beginning *** prior to applicable delivery 

 

																					
	 Airframe Model/MTOW:
	  	 	787-9	  	  	 	*** pounds	  	 		  	Detail Specification:	  	***	  		  		  	
	 Engine Model/Thrust:
	  	 	TRENT1000-***	  	  	 	*** pounds	  	 		  	Airframe Price Base Year/Escalation Formula:	  		  	***	  		  	***
	 Airframe Price:
	  				  	$	***	  	 		  	Engine Price Base Year/Escalation Formula:	  		  	***	  		  	***
	 Optional 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:
	   
	  	$	***	  	 		  	Engine Escalation Data:	  		  		  	***	  	
	 Seller Purchased Equipment (SPE) Estimate:
	   
	  	$	***	  	 		  	Base Year Index (ECI):	  		  		  	***	  	
	 In Flight Entertainment (IFE) Estimate:
	   
	  	$	***	  	 		  	Base Year Index (CPI):	  		  		  	***	  	

  

																																									
	 Delivery
 Date
	  	18 Months
Prior to
Applicable
Delivery	 	  	Number of
Aircraft	 	  	Escalation Factor
(Airframe)	 	  	Escalation
Factor 
(Engine)	 	  	Serial Number	 	  	Escalation Estimate
Adv Payment Base
Price Per 
A/P	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	  	  	  	  	  	  	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 Total:
	  				  	 	***	  	  				  				  				  				  				  				  				  			


  

					
		  	Boeing Proprietary	  	Table 1 787-9 with TRENT1000-*** Engines Page 1, SA-1
	
	









 Table 1 to Purchase Agreement No. 3860 

787-10 Aircraft with GENX-1B*** Engines Delivery, Description, Price and Advance Payments 

(787-10/GE/***) 
  

																					
	 Airframe Model/MTOW:
	  	 	787-10	  	  	 	*** pounds	  	  		  	Detail Specification:	  	 	***	  	  			
	 Engine Model/Thrust:
	  	 	GENX-1B***	  	  	 	*** pounds	  	  		  	Airframe Price Base Year/Escalation Formula:	  	 	***	  	  	 	***	  
	 Airframe Price:
	  				  	$	***	  	  		  	Engine Price Base Year/Escalation Formula:	  	 	***	  	  	 	***	  
	 Optional 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:
	  				  	$	***	  	  		  	Engine Escalation Data:	  				  			
	 In-Flight Entertainment (IFE) Estimate:
	  				  	$	***	  	  		  	Base Year Index (ECI):	  	 	***	  	  			
		  				  				  		  	Base Year Index (CPI):	  	 	***	  	  			
	 Refundable Deposit/Aircraft at Proposal Accept:
	  				  	$	***	  	  		  		  				  			

  

																																					
	Delivery	  	Number of	 	  	Escalation Factor	 	  	 Escalation
 Factor
	 	  	 	 	  	 Escalation Estimate

Adv Payment Base
	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	 Date
	  	Aircraft	 	  	(Airframe)	 	  	(Engine)	 	  	Serial Number	 	  	Price Per A/P	 	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  


  

					
		  	Boeing Proprietary	  	787-10 with GE Engines Table 1 to SA-1 Page 1
	
	










																																					
	Delivery	  	Number of	 	  	Escalation Factor	 	  	 Escalation
 Factor
	 	  	 	 	  	 Escalation Estimate

Adv Payment Base
	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	 Date
	  	Aircraft	 	  	(Airframe)	 	  	(Engine)	 	  	Serial Number	 	  	Price Per A/P	 	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 Total:
	  	 	20	  	  				  				  				  				  				  				  				  			


  

					
		  	Boeing Proprietary	  	787-10 with GE Engines Table 1 to SA-1 Page 2
	
	









 Table 1 to Purchase Agreement No. 3860 

787-10 Aircraft with TRENT1000*** Engines Delivery, Description, Price and Advance Payments 

(787-10/RR/***) 
  

																					
	 Airframe Model/MTOW:
	  	 	787-10	  	  	 	*** pounds	  	  		  	Detail Specification:	  	 	***	  	  			
	 Engine Model/Thrust:
	  	 	TRENT1000-***	  	  	 	*** pounds	  	  		  	Airframe Price Base Year/Escalation Formula:	  	 	***	  	  	 	***	  
	 Airframe Price:
	  				  	$	***	  	  		  	Engine Price Base Year/Escalation Formula:	  	 	***	  	  	 	***	  
	 Optional 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:
	  				  	$	***	  	  		  	Engine Escalation Data:	  				  			
	 In-Flight Entertainment (IFE) Estimate:
	  				  	$	***	  	  		  	Base Year Index (ECI):	  	 	***	  	  			
							
	 Refundable Deposit/Aircraft at Proposal Accept:
	  				  	$	***	  	  		  	Base Year Index (CPI):	  	 	***	  	  			

  

																																					
	  	  	 	 	  	 	 	  	 	 	  	 	 	  	Escalation Estimate	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	 Delivery
 Date
	  	Number of
Aircraft	 	  	Escalation Factor
(Airframe)	 	  	Escalation
Factor 
(Engine)	 	  	Serial Number	 	  	Adv Payment Base
Price Per A/P	 	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  


  

					
		  	Boeing Proprietary	  	787-10 with GE Engines Table 1 to SA-1 Page 1
	
	










 Table 1 to Purchase Agreement No. 3860 

787-10 Aircraft with TRENT1000*** Engines Delivery, Description, Price and Advance Payments 

(787-10/RR/***) 
  


																																					
	  	  	 	 	  	 	 	  	 	 	  	 	 	  	Escalation Estimate	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	 Delivery
 Date
	  	Number of
Aircraft	 	  	Escalation Factor
(Airframe)	 	  	Escalation
Factor 
(Engine)	 	  	Serial Number	 	  	Adv Payment Base
Price Per A/P	 	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 Total:
	  	 	20	  	  				  				  				  				  				  				  				  			


  

					
		 	Boeing Proprietary	 	787-10 with GE Engines Table 1 to SA-1 Page 2









 AIRCRAFT CONFIGURATION 

between 
 THE
BOEING COMPANY 
 and 
 UNITED AIRLINES, INC. 
 Exhibit A3 to Purchase Agreement Number 3860 

  

					
	P.A. No. 3860	  	A3	  	SA-1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY 
	









 Exhibit A3 to 
 Purchase Agreement No. 3860 
 Page 2 

AIRCRAFT CONFIGURATION 
 relating to 
 BOEING MODEL 787-10 AIRCRAFT 

The Airframe Price in Table 1 was established utilizing the 787 Airplane Description and Selections *** Revision *** dated ***. The content of this
Exhibit A3 will be defined pursuant to the provisions of Letter Agreement UAL-PA-03860-LA-1301373 entitled “787-10 Open Configuration and Other Matters” to the Purchase Agreement. 

  

					
	P.A. No. 3860	  	A3-1	  	SA-1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY 
	









 BUYER FURNISHED EQUIPMENT VARIABLES 

between 
 THE
BOEING COMPANY 
 and 
 UNITED AIR LINES, INC. 
 Supplemental Exhibit BFE1 to Purchase Agreement Number
3860 

  

					
	P.A. No. 3860	  	BFE1	  	SA-1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY 
	









 BUYER FURNISHED EQUIPMENT VARIABLES 

relating to 

BOEING MODEL 787 AIRCRAFT 
 This
Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft. 
  

	1.	Supplier Selection. 


Customer will: 

1.1 Select and notify Boeing of the suppliers and part numbers of the following Buyer Furnished Equipment (BFE) items by the following
dates:                              
 (date to be determined, if BFE is applicable) 
  

	2.	On-dock Dates. 

 On or
before (date to be determined, if BFE is applicable), Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth
the items, quantities, on-dock dates and shipping instructions relating to the in-sequence installation of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth below: 

 

					
	Item	  	Preliminary On-Dock Dates
		  	[Month of Delivery:]
			
		  	Aircraft	  	Aircraft
			
	(date to be determined, if BFE is applicable)	  		  	

  

	3.	Additional Delivery Requirements 


Customer will ensure that Customer’s BFE suppliers provide sufficient information to enable Boeing, when acting as Importer of Record for
Customer’s BFE, to comply with all applicable provisions of the U.S. Customs Service. 

  

					
	P.A. No. 3860	  	BFE1-1	  	SA-1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY 
	










			
	



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


 UAL-PA-03860-LA-1209265R1 
 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, Illinois 60606 
  

	Subject:	Option Aircraft 

  

	Reference:	Purchase Agreement 3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787
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
agrees to manufacture and sell to Customer additional Aircraft as Option Aircraft. The model, delivery months, number of aircraft, Advance Payment Base Price per aircraft and advance payment schedule are listed in Attachments B-1 and B-2 to
this Letter Agreement (Attachments). 
  

	1.	Aircraft Description and Changes. 

 1.1 Aircraft Description: The Option Aircraft are described by the Detail Specification listed in the Attachments, and subject to the items in section 1.2 below. 

1.2 Changes: The Detail Specification will be revised to include: 

 

	 	(i)	Changes applicable to the basic Model 787 aircraft which are developed by Boeing between the date of the Detail Specification and the signing of the definitive
agreement to purchase the Option Aircraft; 

  

	 	(ii)	Changes required to obtain required regulatory certificates; and 

  

	 	(iii)	Changes mutually agreed upon. 


  

					
	 P.A. No. 3860
	  		  	SA-1
	UAL-PA-03860-LA-1209265R1, Option Aircraft	  	Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 



 
  

 2. Price. 
 2.1. The pricing elements of the Option Aircraft are listed in the Attachments to this Letter Agreement. 
 2.2. Price Adjustments. 
 2.2.1. Optional Features. The Optional
Features Prices that will be identified in the definitive agreement for the Option Aircraft will equal (i) the Optional Features Prices as of *** 
 2.2.2. Escalation Adjustments. The Airframe Price and the Optional Features Prices for Option Aircraft will be escalated on the same basis as the Aircraft, and will be adjusted to Boeing’s
then-current escalation provisions as of the date of execution of the definitive agreement for the Option Aircraft. 
 The
engine manufacturer’s current escalation provisions, listed in Exhibit Supplement EE1 to the Purchase Agreement, have been *** to the months of scheduled delivery using commercial forecasts to calculate the Advance Payment Base Price listed in
the Attachments to *** will be revised if they are changed by the engine manufacturer *** the Option Aircraft. 
 2.2.3. Base
Price Adjustments. The Airframe Price and the Engine Price of the Option Aircraft will be adjusted to Boeing’s and the engine manufacturer’s *** prices as of *** the Option Aircraft. 

3. Payment. 
 3.1
Customer will pay a non-refundable deposit to Boeing in the amount shown in the Attachments for each Option Aircraft (Option Deposit), on the date of this Letter Agreement. If Customer exercises an option, the Option Deposit will be credited
against the first advance payment due. *** 
 3.2 If Customer exercises its option to acquire an Option Aircraft, advance
payments in the amounts and at the times listed in the Attachments will be payable for that Option Aircraft. The remainder of the Aircraft Price for that Option Aircraft will be paid at the time of delivery. 

4. Option Exercise.  
 4.1. Customer may exercise an option to acquire an Option Aircraft by giving written notice to Boeing no later than *** prior to the first business day of the applicable delivery month listed in the
Attachment. 
 4.2. Reserved. 

  

					
	 P.A. No. 3860
	  		  	SA-1
	UAL-PA-03860-LA-1209265R1, Option Aircraft	  	Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 



 
  

 4.3. Customer’s Model 787-10 Option Aircraft in Attachment B1 and B2 to this Letter
Agreement are scheduled by calendar month. Upon exercise of a 787-10 Option Aircraft, Boeing *** Attachment B to this Letter Agreement with written notice to Customer no less than *** prior to the scheduled delivery month; provided, that Boeing ***
such 787-10 Option Aircraft *** delivery months *** the total number of such 787-10 Option Aircraft *** and all other applicable terms and conditions will be adjusted accordingly. *** will not be considered either *** the AGTA) *** Letter Agreement
UAL-PA-03860-LA-1209414, entitled “Other Special Matters”), and all applicable terms and conditions set forth in the Purchase Agreement (e.g., Airframe Price Adjustment and Engine Price Adjustment and advance payments) shall be *** month.

 4.4. Customer may elect to place an exercised Option Aircraft in Purchase Agreement No. 2484 dated as of
December 29, 2004 between Boeing and Customer relating to the purchase and sale of Model 787 aircraft, as amended and supplemented (Purchase Agreement 2484) in lieu of the Purchase Agreement and Customer may elect to place an exercised
option aircraft contracted under Purchase Agreement 2484 in the Purchase Agreement, and in either such case, subject to execution of supplemental agreements to amend this Purchase Agreement and Purchase Agreement 2484. 

5. Contract Terms. 

Boeing and Customer will use their best efforts to reach a definitive agreement for the purchase of an Option Aircraft, including the
terms and conditions contained in this Letter Agreement, in the Purchase Agreement, and other terms and conditions as may be agreed upon to add the Option Aircraft to the Purchase Agreement as an Aircraft. If the parties have not entered into a
definitive agreement within *** following option exercise, either party may terminate the purchase of such Option Aircraft by giving written notice to the other within ***. If Customer and Boeing fail to enter into such definitive agreement, Boeing
will retain the Option Deposit for that Option Aircraft ***. 
 [The rest of this page is intentionally left blank. Signature
page follows] 

  

					
	 P.A. No. 3860
	  		  	SA-1
	UAL-PA-03860-LA-1209265R1, Option Aircraft	  	Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 



 
  

  

			
	 Very truly yours,

	
	 THE BOEING COMPANY

		
	By 	 	***
	 Its
	 	Attorney-in-Fact

  

			
	 Attachments:  
	  	Attachment B-1, 787-10 with GENX-1B*** Engines: Option Aircraft Delivery, Description, Price and Advance Payments
		
		  	Attachment B-2, 787-10 with TRENT1000-*** Engines: Option Aircraft Delivery, Description, Price and Advance Payments

  

			
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	June 17, 2013
	
	UNITED AIRLINES, INC.
		
	By	 	/s/ Gerald Laderman
	Its	 	Senior Vice President – Finance and Treasurer


  

					
	 P.A. No. 3860
	  		  	SA-1
	UAL-PA-03860-LA-1209265R1, Option Aircraft	  	Page 4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 Attachment B-1 to Letter Agreement UAL-PA-03860-LA-120965R1 

787-10 Option Aircraft with GENX-1B*** 
 Engines Delivery, Description, Price and Advance Payments 

(787-10/GE/***) 
  

																					
	 Airframe Model/MTOW:
	 	 	787-10	  	 	 	*** pounds	  	 		 	 Detail Specification:
	 	 	***	  	 			
	 Engine Model/Thrust:
	 	 	GENX-1B***	  	 	 	*** pounds	  	 		 	 Airframe Price Base Year/Escalation Formula:
	 	 	***	  	 	 	***	  
	 Airframe Price:
	 				 	$	***	  	 		 	 Engine Price Base Year/Escalation Formula:
	 	 	***	  	 	 	***	  
	 Optional 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:
	 				 	$	***	  	 		 	 Engine Escalation Data:
	 	 	***	  	 			
	 In-Flight Entertainment (IFE) Estimate:
	 				 	$	***	  	 		 	 Base Year Index (ECI):
	 	 	***	  	 			
		 				 				 		 	 Base Year Index (CPI):
	 	 	***	  	 			
	 Non-Refundable Deposit/Aircraft at Def Agreement
	 				 	$	***	  	 		 		 				 			

  

																																					
	  	  	Number of	 	  	Escalation
Factor	 	  	Escalation	 	  	Manufacturer
	 	  	Escalation Estimate
Adv Payment Base	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	 Delivery Date
	  	Aircraft	 	  	(Airframe)	 	  	Factor (Engine)	 	  	Serial Number	 	  	Price Per A/P	 	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  


  

					
		  	Boeing Proprietary	  	787-10 with GE Engines Table 1 to SA-1, Page 1










 Attachment B-1 to Letter Agreement UAL-PA-03860-LA-120965R1 

787-10 Option Aircraft with GENX-1B*** 
 Engines Delivery, Description, Price and Advance Payments 

(787-10/GE/***) 
  


																																					
	  	  	Number of	 	  	Escalation
Factor	 	  	Escalation	 	  	Manufacturer
	 	  	Escalation Estimate
Adv Payment Base	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	 Delivery Date
	  	Aircraft	 	  	(Airframe)	 	  	Factor (Engine)	 	  	Serial Number	 	  	Price Per A/P	 	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 Total:
	  	 	***	  	  				  				  				  				  				  				  				  			


  

					
		 	Boeing Proprietary	 	787-10 with GE Engines Table 1 to SA-1, Page 2









 Attachment B-2 to Letter Agreement UAL-PA-03860-LA-120965R1 

787-10 Option Aircraft with TRENT 1000-*** 
 Engines Delivery, Description, Price and Advance Payments 

(787-10/RR/***) 
  

																					
	 Airframe Model/MTOW:
	 	 	787-10	  	 	 	*** pounds	  	 		 	 Detail Specification:
	 	 	***	  	 			
	 Engine Model/Thrust:
	 	 	TRENT1000-***	  	 	 	*** pounds	  	 		 	 Airframe Price Base Year/Escalation Formula:
	 	 	***	  	 	 	***	  
	 Airframe Price:
	 				 	$	***	  	 		 	 Engine Price Base Year/Escalation Formula:
	 	 	***	  	 	 	***	  
	 Optional 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:
	 				 	$	***	  	 		 	 Engine Escalation Data:
	 				 			
	 In-Flight Entertainment (IFE) Estimate:
	 				 	$	***	  	 		 	 Base Year Index (ECI):
	 	 	***	  	 			
		 				 				 		 	 Base Year Index (CPI):
	 	 	***	  	 			
	 Non-Refundable Deposit/Aircraft at Def Agreement
	 				 	$	***	  	 		 		 				 			

  

																																					
	  	  	Number of	 	  	Escalation
Factor	 	  	Escalation
Factor	 	  	Manufacturer
Serial	 	  	Escalation Estimate
Adv Payment Base	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	 Delivery Date
	  	Aircraft	 	  	(Airframe)	 	  	(Engine)	 	  	Number	 	  	Price Per A/P	 	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  


  

					
		  	Boeing Proprietary	  	787-10 with GE Engines Table 1 to SA-1, Page 3










 Attachment B-2 to Letter Agreement UAL-PA-03860-LA-120965R1 

787-10 Option Aircraft with TRENT 1000-*** 
 Engines Delivery, Description, Price and Advance Payments 

(787-10/RR/***) 
  


																																					
	  	  	Number of	 	  	Escalation
Factor	 	  	Escalation
Factor	 	  	Manufacturer
Serial	 	  	Escalation Estimate
Adv Payment Base	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	 Delivery Date
	  	Aircraft	 	  	(Airframe)	 	  	(Engine)	 	  	Number	 	  	Price Per A/P	 	  	***	 	  	***	 	  	***	 	  	***	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 Total:
	  	 	***	  	  				  				  				  				  				  				  				  			


  

					
		 	Boeing Proprietary	 	787-10 with GE Engines Table 1 to SA-1, Page 4










			
	



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


 UAL-PA-03860-LA-1209236R1 
 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, Illinois 60606 
  

	Subject:	Model Substitution 

  

	Reference:	Purchase Agreement No. 3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model
787 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. 

Customer may substitute the purchase of any Boeing Model 787-8/-9/-10 aircraft in place of any firmly contracted Model 787-8/-9/-10
aircraft, subject to availability, and subject to the following terms and conditions (Substitution Right): 
  

	1.	Definitions. 

 “Substitution Aircraft” means any Model 787-8, 787-9 or 787-10 aircraft resulting from Customer exercising the Substitution Right. 

“787-8/787-9 Substitution” means Customer substitution of Model 787-9 in place of Model 787-8 aircraft and similarly
Customer substitution of Model 787-8 aircraft in place of Model 787-9 aircraft. 
 “Substitution to 787-10”
means Customer substitution of Model 787-10 aircraft in place of Model 787-9 or 787-8 aircraft. 
 “Substitution
from 787-10” means Customer substitution of Model 787-8 or 787-9 aircraft in place of Model 787-10 aircraft. 
 ***


  

					
	 P.A. No. 3860
	  		  	SA-1
	UAL-PA-03860-LA-1209236R1, Model Substitution	  	Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 



 
  


	2.	Substitution Aircraft Pricing. 

 2.1 The price for each Substitution Aircraft is as set forth in Attachments ***. Pricing of Substitution Aircraft is subject to change if a different GEnx or Trent engine model or thrust level is
configured for the Substitution Aircraft. 
 2.2 Boeing agrees to *** the Model 787-*** aircraft *** for the *** 787-*** Aircraft
*** Customer exercising the Substitution Right as part of this Supplemental Agreement *** prior to delivery of the applicable Substitution Aircraft. At *** prior to delivery, Boeing will *** of the Substitution Aircraft *** for Model 787-9 Aircraft.

 2.3 If Customer exercises its *** from the *** Aircraft scheduled to deliver in *** to effect a *** to 787-***, the terms of
Amendment 1 to Letter Agreement 6-1162-RCN-1935 and Section *** of Letter Agreement UAL-PA-03860-LA-1209413 entitled “Special Matters” shall apply. 
  

	3.	Substitution Notice. 

 Customer shall notify Boeing of its intent to exercise the Substitution Right (Substitution Notice) at least: 
 3.1 *** prior to the scheduled delivery month of the 787-8 or 787-9 Aircraft for 787-8/787-9 Substitution. 
 3.2 *** prior to the scheduled delivery month of the 787-8, 787-9 or 787-10 Aircraft for the Substitution to 787-10 or Substitution from 787-10***, or 

3.3 *** 
 3.4
Boeing shall work with Customer to *** as the 787-9 *** program*** becomes defined. 
  

	4.	787-10 Substitution. 

 The Substitution Right as it relates to Substitution to 787-10 and Substitution from 787-10 will commence with the ***after the ***, and is subject to the following additional conditions: 

4.1 Approval by the Board of Directors of Boeing to launch the 787-10 program (Program
Launch); 
 4.2 Boeing reaching final agreement with the applicable engine manufacturer(s) for engines on the Boeing Model
787-10 aircraft; 
 4.3 If applicable, Boeing and Customer reaching final agreement on the terms and conditions of *** Boeing
Model 787-10 aircraft *** of the 787-10; and 

  

					
	 P.A. No. 3860
	  		  	SA-1
	UAL-PA-03860-LA-1209236 Model Substitution	  	Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 



 
  

 4.4 If applicable, revision of the scheduled month of delivery if Customer selects a
different engine for its Model 787-10 Substitution Aircraft than that selected by the customer taking delivery of the first Boeing Model 787-10 aircraft; 
  

	5.	Training.  


The training terms of Supplemental Exhibit CS1 Part 1 of the Purchase Agreement shall apply to the Substitution Aircraft. The *** shall
not be adjusted as a result of Customer exercising its Substitution Right. 
 6. Production Constraints. 

 6.1 With respect to any Substitution Aircraft, Customer’s Substitution Right is further conditioned upon Boeing
having production capability for the Substitution Aircraft in the same scheduled delivery month as the Aircraft for which it will be substituted. Within *** after receipt of a Substitution Notice, Boeing will provide a written response to
Customer’s Substitution Notice indicating *** Boeing’s production capability *** for the Substitution Aircraft. 
 6.2
If Boeing is *** to manufacture the Substitution Aircraft ***, then Boeing *** for the Substitution Aircraft for Customer’s consideration and written acceptance within *** of ***. 

6.3 All of Boeing’s quoted delivery positions for Substitution Aircraft shall be considered preliminary until such time as the
parties enter into a definitive supplemental agreement in accordance with paragraph 4 below. 
  

	7.	Supplemental Agreement. 

 Boeing and Customer will enter into a Supplemental Agreement with respect to each Substitution Aircraft for the purpose of incorporating the Substitution Aircraft into the Purchase Agreement. Boeing and
Customer will cooperate in good faith and exert commercially reasonable efforts to negotiate and execute a Supplemental Agreement within *** of the later of (i) Customer’s Substitution Notice to Boeing or (ii) ***. Upon the execution
and delivery of a Supplemental Agreement pursuant to this Section 7, the aircraft identified in such Supplemental Agreement shall be deemed a “Firm Aircraft” for purposes of this Letter Agreement and an “Aircraft” as defined
in the Purchase Agreement and shall be governed by the Purchase Agreement. 
  

	8.	Confidential Treatment. 

 Boeing and Customer understand that certain information contained in this Letter Agreement, including any attachments hereto, is considered by both parties to be confidential. Boeing and Customer agree
that each party will treat this Letter Agreement and the information contained herein as confidential and will not, without the other party’s prior written consent, disclose this Letter Agreement or any information contained herein to any other
person or entity except as may be required by applicable law or governmental regulations. 

  

					
	 P.A. No. 3860
	  		  	SA-1
	UAL-PA-03860-LA-1209236 Model Substitution	  	Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 



 
  


			
	 Very truly yours,

	
	 THE BOEING COMPANY

		
	By	 	***
	Its	 	Attorney-in-Fact

 Attachments: 
 Attachment A-1: 787-9 GE Powered Pricing; 
 Attachment A-2: 787-9 Rolls Royce
Powered Pricing 
 Attachment B-1: 787-10 GE Powered Pricing 

Attachment B-2: 787-10 Rolls Royce Powered Pricing 
 Attachment C-1: 787-8 GE Powered Pricing 
 Attachment C-2: 787-8 Rolls Royce
Powered Pricing 
  

			
	ACCEPTED AND AGREED TO this
		
	Date:	 	June 17, 2013
	
	UNITED AIRLINES, INC.
		
	By	 	/s/ Gerald Laderman
	Its	 	Senior Vice President – Finance and Treasurer


  

					
	 P.A. No. 3860
	  		  	SA-1
	UAL-PA-03860-LA-1209236 Model Substitution	  	Page 4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 Attachment A-1 to Model Substitution Letter Agreement UAL-03860-LA-1209236R1

 (787-9 / GE / ***) 
  

																					
	 Airframe Model/MTOW:
	  	 	787-9	  	  	 	*** pounds	  	  		  	 Detail Specification:
	  	 	***	  	  			
	 Engine Model/Thrust:
	  	 	GENX-1B***	  	  	 	*** pounds	  	  		  	 Airframe Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Airframe Price:
	  				  	$	***	  	  		  	 Engine Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Optional 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:
	  				  	$	***	  	  		  	 Engine Escalation Data:
	  				  			
	 Seller Purchased Equipment (SPE) Estimate:
	  				  	$	***	  	  		  	 Base Year Index (ECI):
	  	 	***	  	  			
		  				  				  		  	 Base Year Index (CPI):
	  	 	***	  	  			
	 Refundable Deposit/Aircraft at Proposal Accept:
	  				  	$	***	  	  		  		  				  			


  

					
	 Attachment B-1 to UAL-PA-03860-LA-1209236R1
 APR 61190
	 	Boeing / United Airlines, Inc. Proprietary	 	SA-1, Attachment B-1, Page 1









 Attachment A-2 to Model Substitution Letter UAL-PA-03860-LA-1209236R1 

(787-9 / RR / ***) 
  

																					
	 Airframe Model/MTOW:
	  	 	787-9	  	  	 	*** pounds	  	  		  	 Detail Specification:
	  	 	***	  	  			
	 Engine Model/Thrust:
	  	 	TRENT1000-***	  	  	 	*** pounds	  	  		  	 Airframe Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Airframe Price:
	  				  	$	***	  	  		  	 Engine Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Optional 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:
	  				  	$	***	  	  		  	 Engine Escalation Data:
	  				  			
	 Seller Purchased Equipment (SPE) Estimate:
	  				  	$	***	  	  		  	 Base Year Index (ECI):
	  	 	***	  	  			
	 In-Flight Entertainment (IFE) Estimate:
	  				  	$	***	  	  		  	 Base Year Index (CPI):
	  	 	***	  	  			
							
	 Refundable Deposit/Aircraft at Proposal Accept:
	  				  	$	***	  	  		  		  				  			

  

	*	See Letter Agreement UAL-PA-03860-LA-1209618R1, “Alternate Engine Selection” 


  

					
	Attachment A-2 to UAL-PA-03860-LA-1209236R1	 	Boeing / United Airlines, Inc. Proprietary	 	SA-1, Attachment A-2, Page 1









 Attachment B-1 to Model Substitution Letter Agreement UAL-03860-LA-1209236R1

 (787-10 / GE / ***) 
  

																					
	 Airframe Model/MTOW:
	  	 	787-10	  	  	 	*** pounds	  	  		  	 Detail Specification:
	  	 	***	  	  			
	 Engine Model/Thrust:
	  	 	GENX-1B***	  	  	 	*** pounds	  	  		  	 Airframe Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Airframe Price:
	  				  	$	***	  	  		  	 Engine Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Optional 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:
	  				  	$	***	  	  		  	 Engine Escalation Data:
	  				  			
	 Seller Purchased Equipment (SPE) Estimate:
	  				  	$	***	  	  		  	 Base Year Index (ECI):
	  	 	***	  	  			
		  				  				  		  	 Base Year Index (CPI):
	  	 	***	  	  			
	 Refundable Deposit/Aircraft at Proposal Accept:
	  				  	$	***	  	  		  		  				  			


  

					
	 Attachment B-1 to UAL-PA-03860-LA-1209236R1
 APR 61190
	 	Boeing / United Airlines, Inc. Proprietary	 	SA-1, Attachment B-1, Page 1









 Attachment B-2 to Model Substitution Letter Agreement UAL-03860-LA-1209236R1

 (787-10 / *** / RR) 
  

																					
	 Airframe Model/MTOW:
	  	 	787-10	  	  	 	*** pounds	  	  		  	 Detail Specification:
	  	 	***	  	  			
	 Engine Model/Thrust:
	  	 	Trent 1000-***	  	  	 	*** pounds	  	  		  	 Airframe Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Airframe Price:
	  				  	$	***	  	  		  	 Engine Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Optional Features:
	  				  	 	***	  	  		  		  				  			
		  				  	  
	  
	 	  		  		  				  			
	 Sub-Total of Airframe and Features:
	  				  	$	***	  	  		  	 Airframe Escalation n
	  				  			
	 Engine Price (Per Aircraft):
	  				  	 	*** *	  	  		  	 Base Year Index (ECI):
	  	 	***	  	  			
		  				  	  
	  
	 	  		  		  				  			
	 Aircraft Basic Price (Excluding Engines and BFE/SPE):
	  				  	$	***	  	  		  	 Base Year Index (CPI):
	  	 	***	  	  			
		  				  	  
	  
	 	  		  		  				  			
	 Buyer Furnished Equipment (BFE) Estimate:
	  				  	$	***	  	  		  	 Engine Escalation Data:
	  				  			
	 Seller Purchased Equipment (SPE) Estimate:
	  				  	$	***	  	  		  	 Base Year Index (ECI):
	  	 	***	  	  			
		  				  				  		  	 Base Year Index (CPI):
	  	 	***	  	  			
	 Refundable Deposit/Aircraft at Proposal Accept:
	  				  	$	***	  	  		  		  				  			

  

	*	See Letter Agreement UAL-PA-03860-LA-1209618R1, “Alternate Engine Selection” 


  

					
	Attachment B-2 to UAL-PA-03860-LA-1209236R1	 	Boeing / United Airlines, Inc. Proprietary	 	SA-1, Attachment B-2, Page 1









 Attachment C-1 to Model Substitution Letter Agreement UAL-03860-LA-1209236R1

 (787-8 / *** / GE) 
  

																					
	 Airframe Model/MTOW:
	  	 	787-8	  	  	 	*** pounds	  	  		  	 Detail Specification:
	  	 	***	  	  			
	 Engine Model/Thrust:
	  	 	GENX-1B***	  	  	 	*** pounds	  	  		  	 Airframe Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Airframe Price:
	  				  	$	***	  	  		  	 Engine Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Optional 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:
	  				  	$	***	  	  		  	 Engine Escalation Data:
	  				  			
	 Seller Purchased Equipment (SPE) Estimate:
	  				  	$	***	  	  		  	 Base Year Index (ECI):
	  	 	***	  	  			
	 In Flight Entertainment (IFE) Fixed$:
	  				  	$	***	  	  		  	 Base Year Index (CPI):
	  	 	***	  	  			
							
	 Refundable Deposit/Aircraft at Proposal Accept:
	  				  	$	***	  	  		  		  				  			


  

					
		 	Boeing Proprietary	 	SA-1, Attachment C-1, Page 1









 Attachment C-2 to Model Substitution Letter Agreement UAL-03860-LA-1209236R1

 (787-8 / *** Airframe / RR) 
  

																					
	 Airframe Model/MTOW:
	  	 	787-8	  	  	 	*** pounds	  	  		  	 Detail Specification:
	  	 	***	  	  			
	 Engine Model/Thrust:
	  	 	TRENT1000-***	  	  	 	*** pounds	  	  		  	 Airframe Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Airframe Price:
	  				  	$	***	  	  		  	 Engine Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Optional 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:
	  				  	$	***	  	  		  	 Engine Escalation Data:
	  				  			
	 Seller Purchased Equipment (SPE) Estimate:
	  				  	$	***	  	  		  	 Base Year Index (ECI):
	  	 	***	  	  			
	 In Flight Entertainment (IFE) Fixed$:
	  				  	$	***	  	  		  	 Base Year Index (CPI):
	  	 	***	  	  			
							
	 Refundable Deposit/Aircraft at Proposal Accept:
	  				  	$	***	  	  		  		  				  			

  

	*	See Letter Agreement UAL-PA-03860-LA-1209618R1, “Alternate Engine Selection” 


  

					
		 	Boeing Proprietary	 	SA-1, Attachment C-2, Page 1










			
	  
 




	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207


 UAL-PA-03860-LA-1209413R1 
 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, Illinois 60606 
  

			
	Subject:	  	Special Matters
		
	Reference:	  	Purchase Agreement No. 3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. relating to Model 787 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.	Credit Memoranda. 

 1.1.
787-8 Credit Memoranda. 
 In consideration of Customer’s purchase of 787-8 Aircraft, Boeing shall issue at the time
of delivery of each 787-8 Aircraft and 787-8 Option Aircraft, a credit memorandum to Customer in an amount equal to ***. The credit memorandum is *** airframe *** the Aircraft Price ***. Customer may apply such credit memorandum to *** Aircraft.

 1.2. 787-9 Credit Memoranda. 
 In consideration of Customer’s purchase of 787-9 Aircraft, Boeing shall issue at the time of delivery of each 787-9 Aircraft and 787-9 Option Aircraft, a credit memorandum to Customer in an amount
equal to ***. The credit memorandum is *** airframe *** the Aircraft Price ***. Customer may apply such credit memorandum to *** Aircraft. 
 1.3. 787-10 Credit Memoranda. 
 In consideration of Customer’s purchase
of 787-10 Aircraft, Boeing shall issue at the time of delivery of each 787-10 Aircraft and 787-10 Option Aircraft, a credit memorandum to Customer in an amount equal to ***. The credit memorandum is *** airframe *** the Aircraft Price ***. Customer
may apply such credit memorandum to *** Aircraft. 

  

					
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	2.	Model 787 ***. 

 Boeing
*** the offer contained herein *** with the *** specified in ***. Furthermore, if *** the 787 aircraft *** Boeing *** 787 ***, Boeing will *** to the terms and conditions of the Purchase Agreement to ***. 

2.1. 787-8 ***.  
 Boeing shall issue at the time of delivery of each 787-8 Aircraft *** a credit memorandum to Customer in an amount equal to ***. The credit memorandum is *** airframe *** the Aircraft Price ***. Customer
may apply such credit memorandum to *** Aircraft. 
 2.2. 787-9 ***.  

Boeing shall issue at the time of delivery of each 787-9 Aircraft *** a credit memorandum to Customer in an amount equal to ***. The
credit memorandum is *** airframe *** the Aircraft Price ***. Customer may apply such credit memorandum to *** Aircraft. 
  

	3.	*** 

 *** 

 

	4.	Payment of ***. 

 4.1.
*** Firm Aircraft. Customer agrees *** on *** for all firm and exercised Option Aircraft *** the date on which *** the date on which *** shall be *** and *** day of *** and on the delivery date of *** Aircraft ***. (Note: the *** above will
be *** for the *** the *** on the *** for *** would be *** for ***.) 
 4.2. Delivery *** Impact on ***. If the delivery
of any Aircraft *** to either an *** or a ***, then *** on the *** in respect of such Aircraft will *** the *** *** the *** of the *** to the *** of delivery of the Aircraft. *** of any *** that *** to the *** of the *** but *** *** will be *** on
the *** set forth in Paragraph 4.1 of this Letter Agreement or *** of the Aircraft***. 
 4.3. Boeing ***. Boeing shall
submit to Customer, not less than *** prior to the end of ***, an ***. Customer’s *** is *** Boeing *** of the ***. Boeing’s *** will show *** each Aircraft *** have been ***. The *** will also *** with respect to other aircraft in other
purchase agreements between Customer and Boeing. 
 4.4. *** Provisions for the Launch Aircraft. With respect to
(i) the *** 787-10 Aircraft listed in Table 1 to the Purchase Agreement as of the effective date of Supplemental Agreement No. 1 to the Purchase Agreement; (ii) the *** Aircraft and
(iii) the *** 787-*** Aircraft *** (collectively and each a Launch Aircraft), the parties agree that *** delivery of each Launch Aircraft ***. At time of delivery of each Launch Aircraft, Boeing will ***. 

  

					
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	5.	Option Aircraft ***. 


5.1. *** Option Aircraft Letter Agreement UAL-PA-03860-LA-1209265R1 (Option Aircraft Letter) as the Attachment and/or the Option
Aircraft Letter is subsequently revised, amended or supplemented, Boeing will *** 787 Option Aircraft. 
 5.2. *** Boeing and
Customer *** that *** Option Aircraft added as part of Supplemental Agreement No. 1*** Boeing for *** of the *** 787-*** Option Aircraft. The *** 787-10 Option Aircraft *** Supplemental Agreement No 1 to the Purchase Agreement. 

 

	6.	***. 

 Boeing *** at the
time of delivery of each Aircraft *** and ***. 
  

	7.	Aircraft Invoices. 

 Upon
Customer request, at the time of Aircraft delivery Boeing agrees to provide a separate invoice addressed to the owner/trustee of such Aircraft specifying the dollar amount to be received at the time of delivery. *** 

 

	8.	Assignment of Credits. 


Customer may not assign the credit memoranda described in this Letter Agreement without Boeing’s prior written consent *** Boeing ***
Customer in respect of an Aircraft. 
  

	9.	Confidential Treatment. 


Boeing and Customer understand that certain information contained in this Letter Agreement, including any attachments hereto, is
considered by both parties to be confidential. Boeing and Customer agree that each party will treat this Letter Agreement and the information contained herein as confidential and will not, without the other party’s prior written consent,
disclose this Letter Agreement or any information contained herein to any other person or entity except as may be required by applicable law or governmental regulations. 
 [The rest of the page is intentionally blank. Signature page follows.] 

  

					
	 UAL-PA-03860-LA-1209413R1
	  		  	
	Special Matters	  		  	Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 



 
  

 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By  	 	***                           
                                         
          
	Its Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
	
	Date: June 17, 2013
	
	UNITED AIRLINES, INC.
		
	By	 	/s/ Gerald
Laderman                                       
       
	Its	 	Senior Vice President – Finance and Treasurer


  

					
	 UAL-PA-03860-LA-1209413R1
	  		  	
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	BOEING / UNITED AIRLINES, INC. PROPRIETARY










			
	  
 




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


 UAL-PA-03860-LA-1209414 Amendment 1 
 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, IL 60606 
  

			
	Subject:	  	Other Special Matters
		
	Reference:	  	Purchase Agreement No. 3860 (Purchase Agreement) between Boeing and United Airlines, Inc. (Customer) relating to Model 787 aircraft
(Aircraft)

 This letter agreement (Amending Letter Agreement) amends and supplements the Purchase Agreement
and amends certain of the terms and conditions of Letter Agreement UAL-PA-03860-LA-1209414 (Original Letter Agreement). All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 

 

	1.	Amendments. 

 a)
Article 2 of the Original Letter Agreement is revised as follows: 
 2. Option Aircraft Exercise. Option Aircraft exercise
terms can be found in Letter Agreement UAL-PA-03860-LA-1209265R1, entitled “Option Aircraft.” 
 b) Article 3: To
facilitate insertion of a second paragraph therein, Article 3 of the Original Letter Agreement is revised as follows: 
 3.
Changes to ***. 
 3.1***. Customer and Boeing have previously entered into agreements regarding *** for
certain model 757, 767 and 777 aircraft. Boeing hereby agrees that *** which Customer may purchase under such agreements will *** by Customer ***. Boeing will provide ***, to be verified by Customer, that indicate the *** under such agreements.

  

	2.	Additional Terms. 


A new Article 3.2 is added to the Original Letter Agreement and provides as follows: 

3.2 787-9 ***. Boeing will provide to Customer*** the Model 787-9 Aircraft ***. 

  

					
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 *** 787-9 ***. Should Boeing *** the 787-9 Aircraft, Boeing ***
in accordance with the *** unless *** pursuant to paragraphs 3.2.1 through 3.2.2 below. 
 3.2.1 Should Boeing
*** the 787-9 Aircraft, Boeing *** Customer *** the 787-9 Aircraft *** as described in paragraph 3.2.2(ii). 

3.2.2 *** 787-9 *** is limited to: 
  

	 	(i)	*** Boeing to *** the 787-9 Aircraft. 

  

	 	(ii)	787-9 Aircraft listed in Table 1 to the Purchase Agreement *** for which Boeing has *** such 787-9 Aircraft *** 


  

					
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	 Other Special Matters
	  		  	SA-1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 



 
  

 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 ***

	Its	 	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	June 17, 2013
	
	UNITED AIRLINES, INC.
		
	By	 	 /s/ Gerald Laderman

	Its	 	Senior Vice President – Finance and Treasurer


  

					
	UAL-PA-03860-LA-1209414A1	  		  	Page 3
	 Other Special Matters
	  		  	SA-1
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	  	The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


 UAL-PA-03860-LA-1209618R1 
 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, Illinois 60606 
  

			
	Subject:	  	 Alternate Engine Selection

 

	Reference:
	  	Purchase Agreement No. PA-3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787
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.	Deferral of Customer Engine Selection. 

 Customer has requested and Boeing has agreed that Customer may delay the selection of engines for the Aircraft beyond the signing date of Supplemental Agreement No. 1 to the Purchase Agreement. The
engine model *** shown in Table 1 to the Purchase Agreement, Supplemental Exhibit EE1 to the Purchase Agreement, Exhibit A to the Purchase Agreement, Attachment A and B to Option Aircraft Letter Agreement No. UAL-PA-03860-LA-1209265R1,
Attachment A and B to Model Substitution Letter Agreement UAL-03860-LA-1209236R1 ***(collectively known as Documents to be Revised upon Customer’s Engine Selection), as applicable, for Customer’s chosen engine. The *** in effect at
the time of engine selection will apply to the engine model selected. 
  

	2.	Customer Notification of Engine Selection. 

 Customer shall notify Boeing of Customer’s final engine selection on or before: 
  

	 	(i)	*** for Boeing Model 787-8 and Boeing Model 787-9, and 

  

	 	(ii)	*** for Boeing Model 787-10 (the first day of the month that is *** prior to the first Boeing Model 787-10 Aircraft to be delivered to Customer).


 Promptly after such notification of Customer’s final engine selection by Customer to Boeing, Boeing and
Customer shall execute a Supplemental Agreement to the Purchase Agreement conforming the Documents to be Revised upon Customer’s Engine Selection to Customer’s engine selection. 

  

					
	 UAL-PA-03860-LA-1209618R1
	  		  	SA-1
	 Alternate Engine Selection
	  		  	Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 



 
  

	3.	Confidential Treatment. 

 Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.
Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its
contents to any other person or entity without the prior written consent of Boeing. 
 [The rest of the page is intentionally
blank. Signature page follows.] 

  

					
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	 Alternate Engine Selection
	  		  	Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 



 
  

 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	***
	Its	 	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	June 17, 2013

  

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


  

					
	 UAL-PA-03860-LA-1209618R1
	  		  	SA-1
	 Alternate Engine Selection
	  		  	Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










			
	



	  	The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


 UAL-PA-03860-LA-1301368 
 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, Illinois 60606 
  

			
	Subject:	  	 Performance Guarantees (787-10)

 

	Reference:
	  	Purchase Agreement No. PA 3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787
aircraft (Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 Boeing agrees to
provide Customer with the performance guarantees in the Attachment. These guarantees are exclusive and expire with respect to an Aircraft upon delivery of such Aircraft to Customer. 

The performance guarantees in the Attachment use the 787-10X nomenclature as appropriate until the airplane is launched. This is
synonymous with the term 787-10 used in other portions of this Purchase Agreement. 
  

	1.	Assignment. 


Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided
to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or, in part. 
  

	2.	Confidential Treatment. 


The information contained herein represents confidential business information and has value precisely because it is not available
generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they
are not to disclose its contents to any other person or entity without the prior written consent of Boeing. 

  

					
	UAL-PA-03860-LA-1301368	  		  	
	 Performance Guarantees (787-10)
	  		  	LA Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 



 
  

 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	***
	Its	 	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	June 17, 2013

  

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


  

					
	 UAL-PA-03860-LA-1301368
	  		  	
	 Performance Guarantees (787-10)
	  		  	LA Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 1 
  

 MODEL 787-10X PERFORMANCE GUARANTEES 

FOR UNITED AIRLINES, INC. 
  

					
	SECTION	  	CONTENTS	  	 
	 1
	  	AIRCRAFT MODEL APPLICABILITY	  	2
			
	 2
	  	FLIGHT PERFORMANCE	  	2
			
	 3
	  	AIRCRAFT CONFIGURATION	  	21
			
	 4
	  	GUARANTEE CONDITIONS	  	21
			
	 5
	  	GUARANTEE COMPLIANCE	  	22
			
	 6
	  	EXCLUSIVE GUARANTEES	  	23


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 2 
  


	1	AIRCRAFT MODEL APPLICABILITY 

 The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 787-10X 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 GEnx-1B*** 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 *** altitude, based on the
certified alternate forward center of gravity limit, and using maximum takeoff thrust, shall not be more than the following guarantee value: 

  

							
		 	 NOMINAL:
	  	*** Feet	  	
		 	 TOLERANCE:
	  	***Feet	  	
		 	 GUARANTEE:
	  	***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, and satisfying the
conditions defined below, based on the certified alternate forward center of gravity limit, and using maximum takeoff thrust, shall not be less than the following guarantee value: 


 

							
		 	NOMINAL:	  	*** Pounds	  	
		 	TOLERANCE:	  	***Pounds	  	
		 	GUARANTEE:	  	***Pounds	  	

 Conditions: 
 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: 

 

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


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 3 
  


	2.2	Landing 

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

							
		 	NOMINAL:	  	*** Feet	  	
		 	TOLERANCE:	  	*** Feet	  	
		 	GUARANTEE:	  	*** Feet	  	

  

	2.3	Cruise Range 

 The still
air range at an initial cruise altitude of *** feet on a standard day at *** Mach number, starting at a gross weight of *** pounds and consuming *** pounds of fuel, and using not more than maximum cruise thrust (except maximum climb thrust may be
used during a step climb) and using the conditions and operating rules defined below, shall not be less than the following guarantee value: 
  

							
		 	NOMINAL:	  	*** Nautical Miles	  	
		 	TOLERANCE:	  	*** Nautical Miles	  	
		 	GUARANTEE:	  	*** Nautical Miles	  	

 Conditions and operating rules: 
 A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn. 
  

	2.4	Mission 

  

	2.4.1	Mission Payload 

 The
payload for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

							
		 	NOMINAL:	  	*** Pounds	  	
		 	TOLERANCE:	  	*** Pounds	  	
		 	GUARANTEE:	  	*** Pounds	  	

 Conditions and operating rules: 

  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 4 
  


			
		
	          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 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:

  

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

  

			
		
		  	Takeoff performance is based on the certified alternate forward center of gravity limit.
		
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.
		
	          Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing
gear.
		
	          Climb:	  	The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
		
		  	The climb continues at *** KCAS until *** Mach number is reached.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 5 
  


			
		
		  	The climb continues at *** Mach number to the initial cruise altitude.
		
		  	The temperature is ISA+***°C during climb.
		
		  	Maximum climb thrust is used during climb.
		
	          Cruise:	  	The Aircraft cruises at *** Mach number.
		
		  	The initial cruise altitude is *** feet.
		
		  	A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
		
		  	The temperature is ISA+***°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 will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		  	The temperature is ISA+***°C during descent.
		
	          Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is *** feet.
		
	          Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and
allowances:
		
		  	 Taxi-Out:
 Fuel                    *** Pounds



  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 6 
  

  

			
		
		  	 Takeoff and Climbout Maneuver:

		
		  	
Fuel                  
  *** Pounds

Distance            ***
Nautical Miles

		
		  	 Approach and Landing Maneuver:

		
		  	
Fuel                    *** 
Pounds

		
		  	 Taxi-In (shall 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 standard day temperature and *** minutes of fuel over the destination.

  

	2.4.2	Mission Payload 

 The
payload for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

							
		 	NOMINAL:	  	***Pounds	  	
		 	TOLERANCE:	  	***Pounds	  	
		 	GUARANTEE:	  	***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.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 7 
  


			
		  	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:

  

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

  

			
		
		  	Takeoff performance is based on the certified alternate forward center of gravity limit.
		
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.
		
	          Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing
gear.
		
	          Climb:	  	The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at 250 KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
		
		  	The climb continues at *** KCAS until ***Mach number is reached.
		
		  	The climb continues at ***Mach number to the initial cruise altitude.
		
		  	The temperature is standard day during climb.
		
		  	Maximum climb thrust is used during climb.
		
	          Cruise:	  	The Aircraft cruises at ***Mach number.
		
		  	The initial cruise altitude is ***feet.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 8 
  


			
		
		  	A step climb or multiple step climbs of ***feet altitude may be used when beneficial to minimize fuel burn.
		
		  	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 will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		  	The temperature is standard day during descent.
		
	          Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is *** feet.
		
	          Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall 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 (shall be consumed from the reserve fuel):

		
		  	
Fuel                    *** 
Pounds



  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 9 
  


							
		  	Usable reserve fuel remaining upon completion of the approach and landing maneuver: ***Pounds
		
		  	For information purposes, the reserve fuel is based on a standard day temperature and *** minutes of fuel over the destination.


	2.4.3	Mission Block Fuel 

 The
block fuel for a stage length of ***nautical miles in still air (equivalent to a distance of ***nautical miles with a *** knot headwind, representative of a ***to *** route in ***) with a ***pound payload using the conditions and operating rules
defined below, shall not be more than the following guarantee value: 
  

							
		  	NOMINAL:	  	*** Pounds	  	
		  	TOLERANCE:	  	*** Pounds	  	
		  	GUARANTEE:	  	*** Pounds	  	

 Conditions and operating rules are the same as Paragraph 2.4.2 except as follows: 

 

			
	          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.
		
	          Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall 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



  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 10 
  


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

Fuel                  
  *** Pounds

		
		  	Usable reserve fuel remaining upon completion of the approach and landing maneuver: ***Pounds

  

	2.4.4	Mission Payload 

 The
payload for a stage length of ***nautical miles in still air (equivalent to a distance of ***nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

							
		 	NOMINAL:	  	*** Pounds	  	
		 	TOLERANCE:	  	*** Pounds	  	
		 	GUARANTEE:	  	*** 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 the certified alternate forward center of gravity limit.
		
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
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 Attachment to Letter Agreement 
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 GEnx-1B*** Engines 

Page 11 
  


			
	           Climbout Maneuver:
	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing
gear.
		
	           Climb:
	  	The Aircraft climbs from ***feet above the departure airport altitude to ***feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
		
		  	The climb continues at *** KCAS until ***Mach number is reached.
		
		  	The climb continues at ***Mach number to the initial cruise altitude.
		
		  	The temperature is ISA+***°C during climb.
		
		  	Maximum climb thrust is used during climb.
		
	           Cruise:
	  	The Aircraft cruises at ***Mach number.
		
		  	The initial cruise altitude is ***feet.
		
		  	A step climb or multiple step climbs of ***feet altitude may be used when beneficial to minimize fuel burn.
		
		  	The temperature is ISA+***°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 will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		  	The temperature is ISA+***°C during descent.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
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 GEnx-1B*** Engines 

Page 12 
  


			
	           Approach and Landing Maneuver:
	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is *** feet.
		
	           Fixed Allowances:
	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall 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 (shall 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 standard day temperature and *** minutes of fuel over the destination.

  

	2.4.5	Mission Payload 

 The
payload for a stage length of ***nautical miles in still air (equivalent to a distance of ***nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

							
		 	NOMINAL:	  	*** Pounds	  	
		 	TOLERANCE:	  	*** Pounds	  	
		 	GUARANTEE:	  	*** Pounds	  	


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 13 
  

 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:
			
		  	 Distance
 1.      *** feet

2.      *** feet

3.      *** feet

4.      *** feet

5.      *** feet

6.      *** feet

7.      *** feet

8.      *** feet

9.      *** feet
	  	 Height
 *** feet

*** feet
 *** feet

*** feet
 *** feet

*** feet
 *** feet

*** feet
 *** feet

		
		  	Takeoff performance is based on the certified alternate forward center of gravity limit.
		
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.
		
	          Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to ***feet above the departure airport altitude and retracting flaps and landing
gear.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
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 GEnx-1B*** Engines 

Page 14 
  


			
	          Climb:	  	The Aircraft climbs from ***feet above the departure airport altitude to ***feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
		
		  	The climb continues at *** KCAS until *** Mach number is reached.
		
		  	The climb continues at ***Mach number to the initial cruise altitude.
		
		  	The temperature is ISA+***°C during climb.
		
		  	Maximum climb thrust is used during climb.
		
	          Cruise:	  	The Aircraft cruises at ***Mach number.
		
		  	The initial cruise altitude is ***feet.
		
		  	A step climb or multiple step climbs of ***feet altitude may be used when beneficial to minimize fuel burn.
		
		  	The temperature is ISA+***°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 will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		  	The temperature is ISA+***°C during descent.
		
	          Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 15 
  


					
		  	The destination airport altitude is *** feet.
		
	Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall 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 (shall 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 standard day temperature and *** minutes of fuel over the destination.

  

	2.4.6	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, shall not be more than the following guarantee value: 

 

							
		  	NOMINAL:	  	*** Pounds	  	
		  	TOLERANCE:	  	*** Pounds	  	
		  	GUARANTEE:	  	*** 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.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 16 
  


					
		 	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 ***.
			
		 		  	The takeoff gross weight is not limited by the airport conditions.
			
		 	Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to ***feet above the departure airport altitude and retracting flaps and landing
gear.
			
		 	Climb:	  	The Aircraft climbs from ***feet above the departure airport altitude to ***feet altitude at *** KCAS.
			
		 		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
			
		 		  	The climb continues at *** KCAS until ***Mach number is reached.
			
		 		  	The climb continues at ***Mach number to the initial cruise altitude.
			
		 		  	The temperature is standard day during climb.
			
		 		  	Maximum climb thrust is used during climb.
			
		 	Cruise:	  	The Aircraft cruises at ***Mach number.
			
		 		  	The initial cruise altitude is ***feet.
			
		 		  	A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
			
		 		  	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.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 17 
  


					
		 	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 ***.
			
		 		  	The temperature is standard day during descent.
			
		 	Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
			
		 		  	The destination airport altitude is *** airport.
			
		 	Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall 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 (shall 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 standard day temperature and *** minutes of fuel over the destination.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 18 
  

 2.4.7 Operational Empty Weight Basis 

The Operational Empty Weight (OEW) derived in Paragraph 2.4.8 is the basis for the mission guarantees of Paragraphs 2.4.1, 2.4.2, 2.4.3,
2.4.4, 2.4.5, and 2.4.6. 

  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 19 
  

 2.4.8 787-10X Weight Summary – United Airlines, Inc. LOPA B879022 

 

					
	 	  	Pounds	 
	 Standard Model Specification MEW
	  	 	***	  
	 787B1-***, Rev ***, 787-10X General Description
	  			
	 Product Development Study—***
	  			
		
	 ***(*** CC / *** YC) Interior
	  			
	 GEnx Engines
	  			
	 *** Lb. Maximum Taxi Weight
	  			
	 *** USG Fuel Capacity
	  			
	 Changes for United*
	  			
	 ***
	  	 	***	  
	 ***
	  			
	 ***
	  	 	***	  
	 ***
	  			
	 ***
	  			
	 ***
	  	 	***	  
	 ***
	  	 	***	  
	 ***
	  	 	***	  
	 ***
	  	 	***	  
	 United Manufacturer’s Empty Weight (MEW)
	  	 	***	  
	 Standard and Operational Items Allowance (Paragraph 2.4.9)
	  	 	***	  
	 United Operational Empty Weight (OEW)
	  	 	***	  

  

													
	 	  	Quantity	 	 	Pounds	 	 	Pounds	 
	 ***
	  				 				 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 			
	 ***
	  	 	*	** 	 	 	*	** 	 			
	 ***
	  	 	*	** 	 	 	*	** 	 			
	 ***
	  	 	*	** 	 	 	*	** 	 			
	 ***
	  	 	*	** 	 	 	*	** 	 			


  

					
	P.A. No. 03860	 		 	
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 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 20 
  

 2.4.9 Standard and Operational Items Allowance 

 

																	
	 	  	Quantity	 	 	Pounds	 	 	Pounds	 	 	Pounds	 
	 Standard Items Allowance
	  				 				 				 	 	*	** 
	 Unusable Fuel
	  				 				 	 	*	** 	 			
	 Oil
	  				 				 	 	*	** 	 			
	 Oxygen Equipment
	  				 				 	 	*	** 	 			
	 Portable Oxygen Bottles
	  	 	*	** 	 	 	*	** 	 				 			
	 Portable Oxygen (Constant Flow)
	  	 	*	** 	 	 	*	** 	 				 			
	 Miscellaneous Equipment
	  				 				 	 	*	** 	 			
	 First Aid Kits
	  	 	*	** 	 	 	*	** 	 				 			
	 Crash Axe
	  	 	*	** 	 	 	*	** 	 				 			
	 Megaphones
	  	 	*	** 	 	 	*	** 	 				 			
	 Flashlights @ C/A Sta.
	  	 	*	** 	 	 	*	** 	 				 			
	 Smoke Goggles
	  	 	*	** 	 	 	*	** 	 				 			
	 PBE—Flight Deck
	  	 	*	** 	 	 	*	** 	 				 			
	 PBE
	  	 	*	** 	 	 	*	** 	 				 			
	 Demo Kits
	  	 	*	** 	 	 	*	** 	 				 			
	 Seat Belt Extension
	  	 	*	** 	 	 	*	** 	 				 			
	 Galley Structure & Fixed Inserts (*** cu ft @ *** lb/cu ft)
	  				 				 	 	*	** 	 			
	 Operational Items Allowance
	  				 				 				 	 	*	** 
	 Crew and Crew Baggage
	  				 				 	 	*	** 	 			
	 Flight Crew & Bags (*** @ *** lb. ea.)
	  	 	*	** 	 	 	*	** 	 				 			
	 Cabin Crew & Bags (*** @ *** lb. ea.)
	  	 	*	** 	 	 	*	** 	 				 			
	 Flight Crew Briefcase (*** @ *** lb. ea.)
	  	 	*	** 	 	 	*	** 	 				 			
	 Cockpit Manuals (***@ ***lb. ea.)
	  	 	*	** 	 	 	*	** 	 				 			
	 Catering Allowance & Removable Inserts
	  				 				 	 	*	** 	 			
	 Business Class
	  	 	*	** 	 	 	*	** 	 				 			
	 Premium Economy Class
	  	 	*	** 	 	 	*	** 	 				 			
	 Economy Class
	  	 	*	** 	 	 	*	** 	 				 			
	 Passenger Service Equipment (*** @ *** lb. ea. & *** @ *** lb. ea.)
	  				 				 	 	*	** 	 			
	 Potable Water —(270 USG)
	  				 				 	 	*	** 	 			
	 Waste Tank Disinfectant
	  				 				 	 	*	** 	 			
	 Emergency Equipment (Includes Over Water Equip.)
	  				 				 	 	*	** 	 			
	 Slide Rafts: Main Entry
	  	 	*	** 	 	 	*	** 	 				 			
	 Life Vests
	  	 	*	** 	 	 	*	** 	 				 			
	 Locator Transmitter
	  	 	*	** 	 	 	*	** 	 				 			
	 Cargo System
	  				 				 	 	*	** 	 			
	 Containers (*** @ ***lb ea.)
	  				 	 	*	** 	 				 			
	 Total Standard and Operational Items Allowance
	  				 				 				 	 	*	** 


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 21 
  

 2.4.10 United Airlines LOPA 787-10X *** 
 *** 
  

	3	AIRCRAFT CONFIGURATION 

  

	3.1	The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document ***, plus any changes mutually agreed to or otherwise
allowed by the Purchase Agreement to be incorporated into the original release of the Customer’s Detail Specification (hereinafter referred to as the Detail Specification). Appropriate adjustment shall 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 shall be accounted for by Boeing in its
evidence of compliance with the guarantees. 

  

	3.2	The guarantee payloads of Paragraph 2.4.1, 2.4.2, 2.4.4, and 2.4.5 and the specified payloads of Paragraph 2.4.3 and 2.4.6 block fuel guarantees will be adjusted by
Boeing for the effect of the following on OEW in its evidence of compliance with the guarantees: 

 (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 seat weight allowances to be incorporated into the Detail Specification and the actual weights. 

 

	4	GUARANTEE 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	The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25
amended by Amendments 25-1 through 25-117, plus 25-128 except as noted in FAA Issue Paper G-1, subject to the approval of the Federal Aviation Administration. 


 

	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 



  

					
	P.A. No. 03860	 		 	
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 Attachment to Letter Agreement 
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 GEnx-1B*** Engines 

Page 22 
  


	 	
basis for the Aircraft as described in Paragraph 3.2, 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
guarantees set forth in this Attachment shall be appropriately modified to reflect any such change. 

  

	4.4	The takeoff and landing guarantees, and the takeoff portion of the mission guarantees are based on hard surface, level and dry runways with no wind or obstacles, no
clearway or stopway, *** mph tires, with anti-skid operative unless otherwise specified. The takeoff performance is based on an alternate forward center of gravity limit at *** percent of the mean aerodynamic chord unless otherwise specified.
Engine-inoperative takeoff thrust is limited to *** minutes unless otherwise stated. The takeoff performance is based on engine power extraction for normal operation of the air conditioning with thermal anti-icing turned off and *** unless otherwise
specified. 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 cruise range guarantee and the climb, cruise and descent portions of the mission guarantees include allowances for normal power extraction and engine bleed for
normal operation of the air conditioning system. Normal operation of the air conditioning system shall be defined as pack switches in the “Auto” position, the temperature control switches in the “Auto” position that results in a
nominal cabin temperature of ***°F, and all air conditioning systems operating normally. No engine bleed for thermal anti-icing is provided unless otherwise specified. ***unless otherwise specified. 


 

	4.6	The cruise range guarantee and the climb, cruise and descent portions of the mission guarantees are based on an Aircraft center of gravity location, as determined by
Boeing, not to be aft of *** percent of the mean aerodynamic chord. 

  

	4.7	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	GUARANTEE COMPLIANCE 

  

	5.1	Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the
guarantee conditions of Section 4. 


  

					
	P.A. No. 03860	 		 	
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 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-1301368 
 GEnx-1B*** Engines 

Page 23 
  


	5.2	Compliance with the takeoff and landing guarantees, the takeoff portion of the mission guarantee, and the community sound level guarantees shall be based on the FAA
approved Airplane Flight Manual for the Model 787-10X. 

  

	5.3	Compliance with the takeoff guarantee and the takeoff portion of the mission guarantee shall be shown using an alternate forward center of gravity limit of *** percent
of the mean aerodynamic chord. 

  

	5.4	Compliance with the cruise range guarantee and the climb, cruise and descent portions of the mission guarantees shall 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	The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph ***of the Detail
Specification. 

  

	5.6	In order to comply with the mission payload guarantees of paragraphs 2.4.1, 2.4.2, 2.4.4 and 2.4.5, Boeing may elect to increase the Maximum Takeoff Weight from
***pounds up to as much as ***pounds. Any such increase in Maximum Takeoff Weight would be an exclusive remedy for this purpose and would be in lieu of all other rights, remedies and claims Customer may have associated with the mission payload
guarantees. 

  

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

  

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

  

	6	EXCLUSIVE GUARANTEES 

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

  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 1 
  

 MODEL 787-10X PERFORMANCE GUARANTEES 

FOR UNITED AIRLINES, INC. 
  

					
	SECTION	  	CONTENTS	  	 
	 1
	  	AIRCRAFT MODEL APPLICABILITY	  	2
			
	 2
	  	FLIGHT PERFORMANCE	  	2
			
	 3
	  	AIRCRAFT CONFIGURATION	  	21
			
	 4
	  	GUARANTEE CONDITIONS	  	21
			
	 5
	  	GUARANTEE COMPLIANCE	  	22
			
	 6
	  	EXCLUSIVE GUARANTEES	  	23


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 2 
  


	1	AIRCRAFT MODEL APPLICABILITY 

 The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 787-10X 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 Trent 1000-***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 *** altitude, based on the
certified alternate forward center of gravity limit, and using maximum takeoff thrust, shall not be more than the following guarantee value: 

  

									
		 	 NOMINAL:
	  	 	*** Feet	  	  	
		 	 TOLERANCE:
	  	 	*** Feet	  	  	
		 	 GUARANTEE:
	  	 	*** 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, and
satisfying the conditions defined below, based on the certified alternate forward center of gravity limit, and using maximum takeoff thrust, shall not be less than the following guarantee value: 


 

									
		 	 NOMINAL:
	  	 	*** Pounds	  	  	
		 	 TOLERANCE:
	  	 	*** Pounds	  	  	
		 	 GUARANTEE:
	  	 	*** Pounds	  	  	

 Conditions: 
 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: 

 

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


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 3 
  


	2.2	Landing 

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

									
		 	 NOMINAL:
	  	 	*** Feet	  	  	
		 	 TOLERANCE:
	  	 	*** Feet	  	  	
		 	 GUARANTEE:
	  	 	*** Feet	  	  	

  

	2.3	Cruise Range 

 The still
air range at an initial cruise altitude of ***feet on a standard day at ***Mach number, starting at a gross weight of ***pounds and consuming ***pounds of fuel, and using not more than maximum cruise thrust (except maximum climb thrust may be used
during a step climb) and using the conditions and operating rules defined below, shall not be less than the following guarantee value: 
  

									
		 	 NOMINAL:
	  	 	*** Nautical Miles	  	  	
		 	 TOLERANCE:
	  	 	*** Nautical Miles	  	  	
		 	 GUARANTEE:
	  	 	*** Nautical Miles	  	  	

 Conditions and operating rules: 
 A step climb or multiple step climbs of ***feet altitude may be used when beneficial to minimize fuel burn. 
  

	2.4	Mission 

  

	2.4.1	Mission Payload 

 The
payload for a stage length of ***nautical miles in still air (equivalent to a distance of ***nautical miles with a *** knot headwind, representative of a ***to ***route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

									
		 	 NOMINAL:
	  	 	*** Pounds	  	  	
		 	 TOLERANCE:
	  	 	*** Pounds	  	  	
		 	 GUARANTEE:
	  	 	*** Pounds	  	  	

 Conditions and operating rules: 

  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 4 
  

 
			
	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 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:


  

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

  

			
		  	Takeoff performance is based on the certified alternate forward center of gravity limit.
		
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.
		
	Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to ***feet above the departure airport altitude and retracting flaps and landing
gear.
		
	Climb:	  	The Aircraft climbs from ***feet above the departure airport altitude to ***feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
		
		  	The climb continues at *** KCAS until ***Mach number is reached.



  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 5 
  

 
			
		  	The climb continues at ***Mach number to the initial cruise altitude.
		
		  	The temperature is ISA+***°C during climb.
		
		  	Maximum climb thrust is used during climb.
		
	Cruise:	  	The Aircraft cruises at ***Mach number.
		
		  	The initial cruise altitude is *** feet.
		
		  	A step climb or multiple step climbs of ***feet altitude may be used when beneficial to minimize fuel burn.
		
		  	The temperature is ISA+***°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 will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		  	The temperature is ISA+***°C during descent.
		
	Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is *** feet.
		
	Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and
allowances:



  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 6 
  


			
		
		  	 Taxi-Out:
  

Fuel                  
  *** Pounds

		
		  	 Takeoff and Climbout Maneuver:
  

Fuel                  
  *** Pounds

Distance            *** Nautical
Miles

		
		  	 Approach and Landing Maneuver:
  

Fuel                  
  *** Pounds

		
		  	 Taxi-In (shall 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 standard day temperature and *** minutes of fuel over the destination.


  

	2.4.2	Mission Payload 

 The
payload for a stage length of ***nautical miles in still air (equivalent to a distance of ***nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

									
		 	 NOMINAL:
	  	 	*** Pounds	  	  	
		 	 TOLERANCE:
	  	 	*** Pounds	  	  	
		 	 GUARANTEE:
	  	 	*** 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.



  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 7 
  


			
		  	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:


  

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

  

			
		  	Takeoff performance is based on the certified alternate forward center of gravity limit.
		
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.
		
	Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to ***feet above the departure airport altitude and retracting flaps and landing
gear.
		
	Climb:	  	The Aircraft climbs from ***feet above the departure airport altitude to ***feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
		
		  	The climb continues at *** KCAS until ***Mach number is reached.
		
		  	The climb continues at ***Mach number to the initial cruise altitude.
		
		  	The temperature is standard day during climb.
		
		  	Maximum climb thrust is used during climb.
		
	Cruise:	  	The Aircraft cruises at ***Mach number.
		
		  	The initial cruise altitude is ***feet.



  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 8 
  


			
		  	A step climb or multiple step climbs of ***feet altitude may be used when beneficial to minimize fuel burn.
		
		  	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 will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		  	The temperature is standard day during descent.
		
	Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is ***feet.
		
	Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall 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 (shall be consumed from the reserve fuel):
  

Fuel                  
  *** Pounds




  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 9 
  


			
		  	Usable reserve fuel remaining upon completion of the approach and landing maneuver: ***Pounds
		
		  	For information purposes, the reserve fuel is based on a standard day temperature and *** minutes of fuel over the destination.



	2.4.3	Mission Block Fuel 

 The
block fuel for a stage length of ***nautical miles in still air (equivalent to a distance of ***nautical miles with a *** knot headwind, representative of a ***to *** route in ***) with a ***pound payload using the conditions and operating rules
defined below, shall not be more than the following guarantee value: 
  

									
		 	 NOMINAL:
	  	 	*** Pounds	  	  	
		 	 TOLERANCE:
	  	 	*** Pounds	  	  	
		 	 GUARANTEE:
	  	 	*** Pounds	  	  	

 Conditions and operating rules are the same as Paragraph 2.4.2 except as follows: 

 

			
	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.
		
	Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall 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




  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 10 
  

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

Fuel                  
  *** Pounds

		
		  	Usable reserve fuel remaining upon completion of the approach and landing maneuver: ***Pounds


  

	2.4.4	Mission Payload 

 The
payload for a stage length of ***nautical miles in still air (equivalent to a distance of ***nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

							
		  	NOMINAL:	  	*** Pounds	  	
		  	TOLERANCE:	  	*** Pounds	  	
		  	GUARANTEE:	  	*** 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 the certified alternate forward center of gravity limit.
		
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.



  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 11 
  


			
	Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to ***feet above the departure airport altitude and retracting flaps and landing
gear.
		
	Climb:	  	The Aircraft climbs from ***feet above the departure airport altitude to ***feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of ***KCAS.
		
		  	The climb continues at *** KCAS until ***Mach number is reached.
		
		  	The climb continues at ***Mach number to the initial cruise altitude.
		
		  	The temperature is ISA+***°C during climb.
		
		  	Maximum climb thrust is used during climb.
		
	Cruise:	  	The Aircraft cruises at ***Mach number.
		
		  	The initial cruise altitude is ***feet.
		
		  	A step climb or multiple step climbs of ***feet altitude may be used when beneficial to minimize fuel burn.
		
		  	The temperature is ISA+***°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 will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		  	The temperature is ISA+***°C during descent.



  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 12 
  


			
	Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is ***feet.
		
	Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall 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 (shall 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 standard day temperature and *** minutes of fuel over the destination.


  

	2.4.5	Mission Payload 

 The
payload for a stage length of ***nautical miles in still air (equivalent to a distance of ***nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

							
		  	NOMINAL:	  	*** Pounds	  	
		  	TOLERANCE:	  	*** Pounds	  	
		  	GUARANTEE:	  	*** Pounds	  	


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 13 
  

 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:


  

									
	 	  	Distance	 	 	Height	 
	 1.
	  	 	*	** feet 	 	 	*	** feet 
	 2.
	  	 	*	** feet 	 	 	*	** feet 
	 3.
	  	 	*	** feet 	 	 	*	** feet 
	 4.
	  	 	*	** feet 	 	 	*	** feet 
	 5.
	  	 	*	** feet 	 	 	*	** feet 
	 6.
	  	 	*	** feet 	 	 	*	** feet 
	 7.
	  	 	*	** feet 	 	 	*	** feet 
	 8.
	  	 	*	** feet 	 	 	*	** feet 
	 9.
	  	 	*	** feet 	 	 	*	** feet 

  

			
		  	Takeoff performance is based on the certified alternate forward center of gravity limit.
		
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.
		
	Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to ***feet above the departure airport altitude and retracting flaps and landing
gear.



  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 14 
  


			
	Climb:	  	The Aircraft climbs from ***feet above the departure airport altitude to ***feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of ***KCAS.
		
		  	The climb continues at *** KCAS until ***Mach number is reached.
		
		  	The climb continues at ***Mach number to the initial cruise altitude.
		
		  	The temperature is ISA+***°C during climb.
		
		  	Maximum climb thrust is used during climb.
		
	Cruise:	  	The Aircraft cruises at ***Mach number.
		
		  	The initial cruise altitude is ***feet.
		
		  	A step climb or multiple step climbs of ***feet altitude may be used when beneficial to minimize fuel burn.
		
		  	The temperature is ISA+***°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 will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		  	The temperature is ISA+***°C during descent.
		
	Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.



  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 15 
  


			
		  	The destination airport altitude is *** feet.
		
	           Fixed Allowances:
	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall 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 (shall 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 standard day temperature and ***minutes of fuel over the destination.

  

	2.4.6	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, shall not be more than the following guarantee value: 

 

					
		 	 NOMINAL:
	  	*** Pounds
		 	 TOLERANCE:
	  	*** Pounds
		 	 GUARANTEE:
	  	*** 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.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 16 
  


			
	          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 ***.
		
		  	The takeoff gross weight is not limited by the airport conditions.
		
	          Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to ***feet above the departure airport altitude and retracting flaps and landing
gear.
		
	          Climb:	  	The Aircraft climbs from ***feet above the departure airport altitude to ***feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
		
		  	The climb continues at *** KCAS until ***Mach number is reached.
		
		  	The climb continues at ***Mach number to the initial cruise altitude.
		
		  	The temperature is standard day during climb.
		
		  	Maximum climb thrust is used during climb.
		
	          Cruise:	  	The Aircraft cruises at ***Mach number.
		
		  	The initial cruise altitude is ***feet.
		
		  	A step climb or multiple step climbs of ***feet altitude may be used when beneficial to minimize fuel burn.
		
		  	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.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 17 
  


			
	          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 ***.
		
		  	The temperature is standard day during descent.
		
	          Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is a ***airport.
		
	          Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall 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 (shall 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 standard day temperature and *** minutes of fuel over the destination.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 18 
  


	2.4.7	Operational Empty Weight Basis 

 The Operational Empty Weight (OEW) derived in Paragraph 2.4.8 is the basis for the mission guarantees of Paragraphs 2.4.1, 2.4.2, 2.4.3, 2.4.4, 2.4.5, and 2.4.6. 

  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 19 
  

 2.4.8 787-10X Weight Summary – United Airlines, Inc. LOPA *** 

 

					
	 	  	Pounds	 
	 Standard Model Specification MEW
	  	 	***	  
	 787B1-***, Rev ***, 787-10X General Description
	  			
	 Product Development Study - ***
	  			
	 ***(*** CC / *** YC) Interior
	  			
	 Trent 1000 Engines
	  			
	 *** Lb. Maximum Taxi Weight
	  			
	 *** USG Fuel Capacity
	  			
	 Changes for United*
	  			
	 ***
	  	 	*	** 
	 ***
	  			
	 ***
	  	 	*	** 
	 ***
	  			
	 ***
	  	 	*	** 
	 ***
	  	 	*	** 
	 ***
	  	 	*	** 
	 ***
	  	 	*	** 
	 United Manufacturer’s Empty Weight (MEW)
	  	 	*	** 
	 Standard and Operational Items Allowance (Paragraph 2.4.9)
	  	 	*	** 
	 United Operational Empty Weight (OEW)
	  	 	*	** 

  

													
	 	  	Quantity	 	  	Pounds	 	  	Pounds	 
	 ***
	  				  				  	 	***	  
	 ***
	  	 	***	  	  	 	***	  	  			
	 ***
	  	 	***	  	  	 	***	  	  			
	 ***
	  	 	***	  	  	 	***	  	  			
	 ***
	  	 	***	  	  	 	***	  	  			
	 ***
	  	 	***	  	  	 	***	  	  			


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 20 
  

 2.4.9 Standard and Operational Items Allowance 

 
  

																	
	 	  	Quantity	 	  	Pounds	 	  	Pounds	 	  	Pounds	 
	 Standard Items Allowance
	  				  				  				  	 	***	  
	 Unusable Fuel
	  				  				  	 	***	  	  			
	 Oil
	  				  				  	 	***	  	  			
	 Oxygen Equipment
	  				  				  	 	***	  	  			
	 Portable Oxygen Bottles
	  	 	***	  	  	 	***	  	  				  			
	 Portable Oxygen (Constant Flow)
	  	 	***	  	  	 	***	  	  				  			
	 Miscellaneous Equipment
	  				  				  	 	***	  	  			
	 First Aid Kits
	  	 	***	  	  	 	***	  	  				  			
	 Crash Axe
	  	 	***	  	  	 	***	  	  				  			
	 Megaphones
	  	 	***	  	  	 	***	  	  				  			
	 Flashlights @ C/A Sta.
	  	 	***	  	  	 	***	  	  				  			
	 Smoke Goggles
	  	 	***	  	  	 	***	  	  				  			
	 PBE—Flight Deck
	  	 	***	  	  	 	***	  	  				  			
	 PBE
	  	 	***	  	  	 	***	  	  				  			
	 Demo Kits
	  	 	***	  	  	 	***	  	  				  			
	 Seat Belt Extension
	  	 	***	  	  	 	***	  	  				  			
	 Galley Structure & Fixed Inserts (***cu ft @ ***lb/cu ft)
	  				  				  	 	***	  	  			
	 Operational Items Allowance
	  				  				  				  	 	***	  
	 Crew and Crew Baggage
	  				  				  	 	***	  	  			
	 Flight Crew & Bags (***@ *** lb. ea.)
	  	 	***	  	  	 	***	  	  				  			
	 Cabin Crew & Bags (*** @ *** lb. ea.)
	  	 	***	  	  	 	***	  	  				  			
	 Flight Crew Briefcase (*** @ ***lb. ea.)
	  	 	***	  	  	 	***	  	  				  			
	 Cockpit Manuals (*** @ *** lb. ea.)
	  	 	***	  	  	 	***	  	  				  			
	 Catering Allowance & Removable Inserts
	  				  				  	 	***	  	  			
	 Business Class
	  	 	***	  	  	 	***	  	  				  			
	 Premium Economy Class
	  	 	***	  	  	 	***	  	  				  			
	 Economy Class
	  	 	***	  	  	 	***	  	  				  			
	 Passenger Service Equipment (*** @ *** lb. ea. & *** @ *** lb. ea.)
	   
	  	 	***	  	  			
	 Potable Water —(270 USG)
	  				  				  	 	***	  	  			
	 Waste Tank Disinfectant
	  				  				  	 	***	  	  			
	 Emergency Equipment (Includes Over Water Equip.)
	   
	  	 	***	  	  			
	 Slide Rafts: Main Entry
	  	 	***	  	  	 	***	  	  				  			
	 Life Vests
	  	 	***	  	  	 	***	  	  				  			
	 Locator Transmitter
	  	 	***	  	  	 	***	  	  				  			
	 Cargo System
	  				  				  	 	***	  	  			
	 Containers (*** @ ***lb ea.)
	  				  	 	***	  	  				  			
	 Total Standard and Operational Items Allowance
	   
	  				  				  	 	***	  


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 21 
  

 2.4.10 United Airlines, Inc. LOPA 787-10X *** 

 

			
	***	  	
	3	  	AIRCRAFT CONFIGURATION
		
	3.1	  	The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document ***, ***, plus any changes mutually agreed to or otherwise allowed
by the Purchase Agreement to be incorporated into the original release of the Customer’s Detail Specification (hereinafter referred to as the Detail Specification). Appropriate adjustment shall 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 shall be accounted for by Boeing in its evidence of
compliance with the guarantees.
		
	3.2	  	The guarantee payloads of Paragraph 2.4.1, 2.4.2, 2.4.4, and 2.4.5 and the specified payloads of Paragraph 2.4.3 and 2.4.6 block fuel guarantees will be adjusted by Boeing for the
effect of the following on OEW in its evidence of compliance with the guarantees:
		
		  	(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 seat weight allowances to be incorporated into the Detail Specification and the actual weights.
		
	4	  	GUARANTEE 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	  	The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments
25-1 through 25-117, plus 25-128 except as noted in FAA Issue Paper G-1, subject to the approval of the Federal Aviation Administration.
		
	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


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 22 
  


			
		  	basis for the Aircraft as described in Paragraph 3.2, 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 guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.
		
	4.4	  	The takeoff and landing guarantees, and the takeoff portion of the mission guarantees are based on hard surface, level and dry runways with no wind or obstacles, no clearway or
stopway, *** mph tires, with anti-skid operative unless otherwise specified. The takeoff performance is based on an alternate forward center of gravity limit at *** percent of the mean aerodynamic chord unless otherwise specified. Engine-inoperative
takeoff thrust is limited to five minutes unless otherwise stated. The takeoff performance is based on engine power extraction for normal operation of the air conditioning with thermal anti-icing turned off and *** unless otherwise specified.
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 cruise range guarantee and the climb, cruise and descent portions of the mission guarantees include allowances for normal power extraction and engine bleed for normal operation
of the air conditioning system. Normal operation of the air conditioning system shall be defined as pack switches in the “Auto” position, the temperature control switches in the “Auto” position that results in a nominal cabin
temperature of ***°F, and all air conditioning systems operating normally. No engine bleed for thermal anti-icing is provided unless otherwise specified. The *** unless otherwise specified.
		
	4.6	  	The cruise range guarantee and the climb, cruise and descent portions of the mission guarantees are based on an Aircraft center of gravity location, as determined by Boeing, not to
be aft of 28 percent of the mean aerodynamic chord.
		
	4.7	  	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	  	GUARANTEE COMPLIANCE
		
	5.1	  	Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee
conditions of Section 4.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 23 
  


			
		
	5.2	  	Compliance with the takeoff and landing guarantees, the takeoff portion of the mission guarantee, and the community sound level guarantees shall be based on the FAA approved
Airplane Flight Manual for the Model 787-10X.
		
	5.3	  	Compliance with the takeoff guarantee and the takeoff portion of the mission guarantee shall be shown using an alternate forward center of gravity limit of 20 percent of the mean
aerodynamic chord.
		
	5.4	  	Compliance with the cruise range guarantee and the climb, cruise and descent portions of the mission guarantees shall 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	  	The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph ***of the Detail
Specification.
		
	5.6	  	in order to comply with the mission payload guarantees of paragraphs 2.4.1, 2.4.2, 2.4.4 and 2.4.5, Boeing may elect to increase the Maximum Takeoff Weight from ***pounds up to as
much as ***pounds. Any such increase in Maximum Takeoff Weight would be an exclusive remedy for this purpose and would be in lieu of all other rights, remedies and claims Customer may have associated with the mission payload
guarantees.
		
	5.7	  	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices
to show compliance with these guarantees.
		
	 5.8
	  	Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance
specification.
		
	6	  	EXCLUSIVE GUARANTEES
		
		  	The only performance guarantees applicable to the Aircraft are those set forth in this Attachment.


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










 Attachment to Letter Agreement 
 No. UAL-PA-03860-LA-01368 
 Trent 1000-*** Engines 

Page 24 
  


  

					
	P.A. No. 03860	 		 	
	AERO-B-BBA7-M13-0469	 		 	SS13-0250
		 	BOEING PROPRIETARY	 	










			
	



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


 UAL-PA-03860-LA-01373 
 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, IL 60606 
  

	Subject:	787-10 Open Configuration and Other Matters 

  

	Reference:	Purchase Agreement No. 3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to
Model 787 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.	787-10 Aircraft Configuration.  

 1.1 Initial Configuration. The initial configuration of Customer’s Model 787-10 Aircraft (787-10 Aircraft) has been defined by 787 ***, as amended by ***, which reflects the Boeing
baseline Model 787-10 as described in Article 1, Table 1 and Exhibit A of the Purchase Agreement. Given the long period of time between Purchase Agreement signing and delivery of the first 787-10 Aircraft, the final configuration of
the Customer’s Aircraft has not yet been defined. 
 1.2 Final Configuration Schedule. Customer and Boeing hereby
agree to complete the configuration of the 787-10 Aircraft using the then current Model 787 *** and selections from the then current 787 *** (Final Configuration) in accordance with the following schedule: 

1.2.1 Subject to the provisions of Article 1.2.2, below, Final Configuration shall be completed no later than *** months prior to
delivery of the first 787-10 Aircraft. If Customer’s 787-10 Aircraft is required for 787-10 ***, the schedule for completion of the Final Configuration shall be ***. 
 1.2.2 If Customer wishes to include installation of Customer’s *** in the configuration of the 787-10 Aircraft, Customer shall give written notice to Boeing no later than *** prior to delivery of the
first 787-10 Aircraft, and final configuration of Customer’s *** shall be completed no later than *** prior to delivery of the first 787-10 Aircraft. 
  

	2.	Amendment of the Purchase Agreement. 

 2.1 Within thirty (30) days following Final Configuration Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following: 

 

			
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	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 



 
  

 2.2 Changes applicable to the basic Model 787 aircraft which are developed by
Boeing between the date of signing of the Purchase Agreement and date of Final Configuration (Baseline Changes); 
 2.3
Incorporation into Exhibit A of the Purchase Agreement of those Optional Features which have been agreed to by Customer and Boeing (Customer Configuration Changes) 
 2.4 Revisions to the Performance Guarantees to reflect the effects, if any, on 787-10 Aircraft performance of the incorporation of the Customer Configuration Changes; 

2.5 Changes to the Optional Features Prices, Aircraft Basic Price and the Advance Payment Base Price of the 787-10 Aircraft to adjust for

  

	 	(i)	the difference, if any, between the *** included in the Aircraft Basic Price for lavatories, galleys, partitions and closets (Interior Items) and the actual
prices of the Interior Items (quantity, design and supplier) reflected in the Customer Configuration Changes; and 

  

	 	(ii)	the difference, between the estimated amount of *** for Optional Features reflected in the Aircraft Basic Price and the actual prices of the Optional Features reflected
in the Customer Configuration Changes; and 

 2.6 Changes to the Advance Payment Base Price of the 787-10 Aircraft
to adjust for the difference between the estimated amount of *** for In-Flight Entertainment (IFE) and the actual price of the IFE reflected in the Customer Configuration Changes. 

 

	3.	Delivery Flexibility. 


3.1 Boeing reserves the right to *** each of the Model 787-10 Aircraft listed in Table 1 to the Purchase Agreement *** with written notice
to Customer no less than *** prior to the ***. Such notice provided by Boeing will constitute an amendment to the Table 1 of the Purchase Agreement. The amended Table 1 shall be the *** for the purposes of applying all provisions of the Purchase
Agreement, including without limitation the BFE on-dock dates, and the calculation of Escalation Adjustment. 
 3.2 In addition
to the terms defined in paragraph 3.1, for *** 787-10 Aircraft ***, Boeing reserves the right to ***. 
  

	4.	787-10 Certification. 


Flight Test Aircraft. In the event Boeing has not ***, then Customer and Boeing will discuss the terms on which Boeing will use ***
to support the development*** and certification of the 787-10 aircraft, with the objective of *** after such discussions commence. In the event Customer and Boeing do not *** in accordance with the above schedule, then Boeing *** Table 1 to the
Purchase Agreement to ***. 

  

			
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	  	Page 2
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	5.	Other Letter Agreements. 


Boeing and Customer acknowledge that as the definition of the 787-10 Aircraft progresses, there may be a need to execute or amend
additional letter agreements addressing one or more of the following: 
 Buyer Furnished Equipment (BFE).
Provisions relating to the terms under which Boeing may offer and install Customer’s BFE in the 787-10 Aircraft; and 

IFE, Cabin Communications Systems, and/or Connectivity Systems (collectively referred to as Cabin Systems Equipment or
CSE). Provisions relating to the terms under which Boeing may offer and install CSE in the 787-10 Aircraft. 

Insurance. Appendix I to the AGTA will be revised to reflect insurance requirements applicable to all aircraft models currently
operated by or on order by Customer. 
  

	6	.***. 

 The rights and obligations
described in this Letter Agreement are provided in consideration of Customer taking delivery of the respective 787-10 Aircraft and becoming the operator of such 787-10 Aircraft. This Agreement ***, by one party *** the other party; provided that a
party *** such party *** of such party. 

  

					
	 UAL-PA-03860-LA-01373
	  		  	
	
787-10 Open Configuration and Other Matters
	  		  	Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 



 
  


	7.	Confidential Treatment. 


The information contained herein represents confidential business information and has value precisely because it is not available
generally or to other parties. Without obtaining the prior written consent of the other parties and except as required by law, each party will limit the disclosure of its contents to its employees who have a need to know for purposes of helping such
party perform its obligations under the Purchase Agreement and who will treat the information as confidential. 
 [The rest of
this page is intentionally left blank. Signature page follows] 

  

			
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 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 ***

	Its	 	Attorney-in-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	June 17, 2013
	
	UNITED AIRLINES, INC.
		
	By	 	 /s/ Gerald Laderman

	Its	 	Senior Vice President – Finance and Treasurer


  

			
	 UAL-PA-03860-LA-01373
	  	
	 787-10 Open Configuration and Other Matters
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	  	 The Boeing Company
 P.O. Box 3707
 Seattle, WA
98124-2207


 UAL-PA-03860-LA-1301375 
 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, Illinois 60606 
  

	Subject:	Provisions Relating to Customer’s *** for 787-10 Aircaft 


 

	Reference:	Purchase Agreement No. 3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model
787aircraft (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. 

Subject to the terms, provisions, and conditions described herein, Boeing *** to Customer *** 787-10 Aircraft (787-10 Aircraft),
as of the effective date (Effective Date) of the *** 
  

	1.	Customer’s *** 


Boeing *** Customer, *** as described in paragraph 3 below, *** The Effective Date of such *** shall be the date that *** to Customer,
unless otherwise mutually agreed to. *** for the applicable 787-10 Aircraft is *** not later than *** after receipt of Customer’s *** 
  

	2.	***. 

 At the time of
delivery of each 787-10 Aircraft, or *** after delivery of a 787-10 Aircraft, *** Customer. Such *** shall be ***identifying the 787-10 Aircraft Manufacturer’s Serial Number (MSN), the delivery date and the Effective Date of ***. The ***
shall also indicate ***Customer may ***subsequent to the Effective Date. If Customer ***, then Customer shall *** as outlined in paragraph 3 below. 
  

	3.	***. 

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

	 	3.1.	*** 787-10 Aircraft. 

 If
Customer elects to ***, then Customer shall *** 
  

			
	 UAL-PA-03860-LA-1301375
	  	SA-1
	 *** 787-10 Aircaft
	  	Page 1
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 



 
  


	4	*** 

  

	5.	*** 

  

	6.	*** 

  

	7.	Confidential Treatment. 


Boeing and Customer understand that certain information contained in this Letter Agreement, including any attachments hereto, is
considered by both parties to be confidential. Boeing and Customer agree that each party will treat this Letter Agreement and the information contained herein as confidential and will not, without the other party’s prior written consent,
disclose this Letter Agreement or any information contained herein to any other person or entity except as may be required by applicable law or governmental regulations. 

  

			
	 UAL-PA-03860-LA-1301375
	  	***
	 *** 787-10 Aircaft
	  	Page 2
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










 



 
  

 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 ***

	Its	 	Attorney-in-Fact

  

			
	ACCEPTED AND AGREED TO this
		
	Date:	 	June 17, 2013
	
	UNITED AIRLINES, INC.
		
	By	 	 /s/ Gerald Laderman

	Its	 	Senior Vice President – Finance and Treasurer

  

  

			
	 UAL-PA-03860-LA-1301375
	  	***
	 *** 787-10 Aircaft
	  	Page 3
	BOEING / UNITED AIRLINES, INC. PROPRIETARY









 Attachment A to 
 Letter Agreement UAL-PA-03860-LA-1301375 
 Date:
                                         
                                         
           
 United Airlines, Inc. 

233 South Wacker Drive 
 Chicago, Illinois 6060

  

			
	Attention:	  	***
		
	Reference:	  	Letter Agreement UAL-PA-03860-LA-1301375 to Boeing/UAL Purchase Agreement 3860

 Transmitted by email 
 *** 
 Very truly yours, 
 THE BOEING COMPANY 
 By:
                                         
                                         
           
 Its:
                                         
                                         
           

  

			
	 UAL-PA-03860-LA-1301375
	  	SA-1
	 *** 787-10 Aircaft
	  	Page 4
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










  

 Attachment B to 
 Letter Agreement UAL-PA-03860-LA-1301375 
 *** 

 

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


  

			
	 UAL-PA-03860-LA-1301375
	  	SA-1
	 *** 787-10 Aircaft
	  	Page 5
	BOEING / UNITED AIRLINES, INC. PROPRIETARY










							
	



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


 UAL-PA-03860-LA-1301377 
 United Airlines, Inc. 
 233 South Wacker Drive 

Chicago, Illinois 60606 
  

			
	Subject:	  	787-10 ***
		
	Reference:	  	Purchase Agreement No. PA 3860 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc (Customer). relating to Model 787-10
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.	Definitions. 

 ***
Notice means the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below. 
 *** will have the meaning specified in Letter Agreement Number *** 

Program Aircraft means each 787-10 Aircraft specified in Table 1 of the Purchase Agreement as of the date of this Letter
Agreement, any 787-10 Option Aircraft for which Customer has exercised its option exercise rights, and the *** scheduled to deliver in *** if they are *** to 787-10 Aircraft. 

 

	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 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.	*** 

  

	5.	*** 

  

	6.	*** 


  

					
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	7.	*** 

  

	8.	Assignment. 

 *** 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-03776-LA-1208234. 
 [The rest of this page is intentionally left blank. Signature page follows] 

  

					
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 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	***
	Its	 	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	June 17, 2013
	
	UNITED AIRLINES, INC.
		
	By	 	/s/ Gerald Laderman
	Its	 	Senior Vice President – Finance and Treasurer


  

					
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 ATTACHMENT A 

*** Forecast & *** Notice Date 
  

					
	 ***

Forecast
	  	 Applicable to Program Aircraft

Delivering in Time Period
	  	 *** Notice

Date

	***	  	***	  	***


  

					
	
Attachment 
A to UAL-PA-03860-LA-1301377
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	  		  	Attachment A, Page 1
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 ATTACHMENT B 

*** 
 ***


  

					
	
Attachment 
B to UAL-PA-03860-LA-1301377
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	 		 		  	 The Boeing Company
 P.O. Box
3707
 Seattle, WA 98124-2207


 UAL-PA-03860-LA-1301380 
 United Continental Holdings, Inc. 
 233 South Wacker Drive 

Chicago, Illinois 60606 
 United Airlines, Inc.

 233 South Wacker Drive 
 Chicago,
Illinois 60606 
  

			
	Subject:	  	787-10 Launch Approval
		
	References:	  	 a)      Supplemental Agreement No 1 to Purchase Agreement No. 3860 (Purchase Agreement
3860) between The Boeing Company (Boeing) and United Airlines, Inc. relating to Model 787 aircraft

		
		  	 b)      Supplemental Agreement No 8 to Purchase Agreement No. 2484 (Purchase Agreement
2484) between Boeing and United Airlines, Inc. relating to model 787 aircraft

		
		  	 c)      Supplemental Agreement No 1 to Purchase Agreement No. 03776 (Purchase Agreement
03776) between Boeing and United Continental Holdings, Inc. relating to Model 737-9 aircraft


 This letter agreement (Letter Agreement) between Boeing and United Airlines, Inc.
(Customer) amends and supplements Purchase Agreement 3860, Purchase Agreement 2484, and Purchase Agreement 03776 (collectively, the United Purchase Agreements). 

 

	1.	Boeing Board of Directors’ Approval Requirement. 

 787-10 Model aircraft program launch requires approval from the Boeing Board of Directors (787-10 Launch Approval). Therefore, a) Supplemental Agreement No. 1 to Purchase Agreement 3860; b)
Supplemental Agreement No. 8 to Purchase Agreement 2484, and c) Supplemental Agreement No. 1 to Purchase Agreement 03776 which address changes in each of the referenced United Purchase Agreements to reflect incorporation of the 787-10
aircraft and other matters (collectively, the Amendments) require 787-10 Launch Approval. Boeing will provide notice to Customer promptly following receipt of 787-10 Launch Approval (Boeing Notice). 

  

					
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	2.	Contract Terms if Boeing Board 787-10 Launch Approval Not Obtained. 

 If Boeing has not provided a Boeing Notice by *** or has otherwise notified Customer in writing that 787-10 Launch Approval will not be obtained, then (i) the Amendments will become null and void,
(ii) Boeing will promptly refund to Customer, *** all payments received from Customer under Supplemental Agreement No. 1 to Purchase Agreement 3860, and (iii) the terms of the United Purchase Agreements will be those which were in
effect immediately prior to the execution of the Amendments. 
  

	3.	Confidential Treatment. 

 The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Without obtaining the prior written consent
of the other parties and except as required by law, each party will limit the disclosure of its contents to its employees who have a need to know for purposes of helping such party perform its obligations under the Purchase Agreement and who will
treat the information as confidential. 
 [The rest of the page is intentionally blank. Signature page follows.] 

  

					
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 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	***
	Its	 	Attorney-in-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	June 17, 2013
	
	UNITED AIRLINES, INC.
		
	By	 	/s/ Gerald Laderman
	Its	 	Senior Vice President – Finance and Treasurer
	
	UNITED CONTINENTAL HOLDINGS, INC.
		
	By	 	/s/ Gerald Laderman
	Its	 	Senior Vice President – Finance and Treasurer


  

					
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