Supplemental Agreement No. 15 to Purchase Agreement No. 03776, dated as of February 26, 2021 between The Boeing Company and United Airlines, Inc

THIS SUPPLEMENTAL AGREEMENT, entered into as of February 26, 2021, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC. (Customer) (SA-15);

WHEREAS, the parties hereto entered into Purchase Agreement No. 3776 dated July 12, 2012, as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Boeing model 737 *** aircraft (Aircraft). This Supplemental Agreement is an amendment to the Purchase Agreement; and

WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement regarding the following matters without duplication of any consideration being provided to Customer to (i) revise scheduled delivery of certain Aircraft; and (ii) revise certain promotional support elements; and

WHEREAS, Boeing and Customer agree to (i) add the remaining 737-*** Aircraft to the Open Configuration Matters letter; and (ii) *** 737-*** Aircraft for *** 737-*** Aircraft as follows:

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

The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-15”).

2.Tables.

2.1 Table 1.1 entitled “Follow-On 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached Table 1.1 (identified by “SA-15”) to revise for *** 737-*** Aircraft to such table.

2.2 Table 1B entitled “737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached Table 1A (identified by “SA-15”) to revise scheduled delivery of certain Aircraft.

2.3 Table 1A entitled “737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached Table 1B (identified by “SA-15”) to revise scheduled delivery of certain Aircraft and *** 737-*** Aircraft from the Table.

3.1 Letter Agreement UAL-PA-03776-LA-1207643R2 titled “Open Matters 737-*** Aircraft” is deleted in its entirety and replaced with UAL-PA-03776-LA-1207643R3 and retitled “Open Matters 737-*** and 737-*** Aircraft” (identified by “SA-5”) to add the 737-*** Aircraft to the letter.

3.2 Letter Agreement UAL-PA-03776-LA-1207646R3 titled “Promotional Support” is deleted in its entirety and replaced with UAL-PA-03776-LA-1207646R4 (identified by “SA-5”) to revise certain promotional support elements.

4.1 The following letter agreements are deemed to revise references as follows:

4.2 If Boeing or Customer determines that references described in Section 3.1 of this Supplemental Agreement No. 15 should be further amended, then Boeing and Customer will work together for a mutually agreeable solution.

The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.

Subject:    Open Matters 737-*** and 737-*** Aircraft

Reference:    Purchase Agreement No. 03776 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 *** aircraft (Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-03776-LA-1207643R2 dated June 30, 2020.

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

1.Aircraft Delivery Schedule.

1.1 The scheduled delivery month of Customer’s follow on 737-*** Aircraft are provided in Table 1.1. The scheduled delivery month of the 737-*** Aircraft are provided in Table 1B for Customer’s standard configuration. The scheduled delivery month will be provided in Table 1A for Customer’s *** with ***. Each of these tables include *** delivery windows consisting of a nominal delivery month (Nominal Delivery Month) ***. No later than *** prior to Nominal Delivery Month of Customer’s follow-on 737-*** Aircraft and first 737-*** Aircraft in each calendar year, Boeing will provide written notice with the scheduled delivery month for each Aircraft with a Nominal Delivery Month in such calendar year; provided, however, the parties agree to *** with respect to Boeing’s *** relating to Boeing *** the Nominal Delivery Month of 737-*** Aircraft; provided, further, ***.

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

2.Aircraft Configuration.

2.1    The initial configuration of Customer's Model Aircraft has been defined by Boeing 737-7, 737-8, 737-8200, 737-9, 737-10 Airplane Description Document No. *** dated *** as described in Article 1 and Exhibit A-4 of the Purchase Agreement (Initial Configuration). Final configuration of the follow-on 737-*** Aircraft and 737-*** Aircraft (Final Configuration) will be completed using the then-current Boeing configuration documentation:

2.1.1 Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:

2.1.1.1 Changes applicable to the basic Model 737-*** and 737-*** aircraft, as applicable, which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration for Customer’s follow-on 737-*** configuration and standard and alternate 737-*** configurations.

2.1.1.2 Incorporation into Exhibit A-1, Exhibit A-4 and Exhibit A-5 of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer and Boeing (Customer Configuration Changes);

2.1.1.3 Revisions to the Supplemental Exhibits BFE1, BFE2 and BFE3 to reflect the selection dates and ***;

2.1.1.4 Changes to the *** Prices, and *** Price to adjust for the difference, if any, between the prices estimated in *** of the Purchase Agreement ***.

3.Customer Support Variables.

3.1 Reserved.

3.2 Boeing has engaged in discussions with Customer in conjunction with providing the updated Supplemental Exhibit CS1 to offer to Customer additional uniquely tailored post-delivery support services beyond the scope of the original Supplemental Exhibit CS1 that further enhances the maintainability and operational efficiency of the Aircraft.

4.Special Provisions for the 737-*** Aircraft with *** Seats.

Delivery of Customer’s first *** Boeing model 737-*** shall be part of *** for such configuration to be purchased by Customer under the Purchase Agreement and Purchase Agreement No. 04761 (***), the first of which will deliver no later than ***, unless the parties mutually agree otherwise. Additionally, Customer shall have *** subject to limitations as follows:

4.1 Customer’s *** must be made by written notice to Boeing and is subject to Boeing’s ***; and

4.2 Within *** calendar days of receipt of Customer’s ***, Boeing shall provide Customer with *** the Purchase Agreement or Purchase Agreement No. 04761, as the context requires, ***, as follows:

4.2.1 in the case of ***;

4.2.2 in the case of ***.

5.Assignment.

Except as provided in Letter Agreement No. UAL-PA-03776-LA-1208238, 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.

6.Confidential Treatment.

Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-03776-LA-1208234.

Subject:    Promotional Support

Reference:    Purchase Agreement No.  03776 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (as assignee of United Continental Holdings, Inc.) (Customer) relating to Model 737 *** aircraft (Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-03776-LA-1207646R3 dated December 12, 2018. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

Boeing and Customer wish to enter into an agreement pursuant to which each party will contribute equally to promotional programs in support of the entry into service of the Aircraft as more specifically provided below.

1.Definitions.

1.1 Commitment Limit shall have the meaning set forth in Article 2, below.

1.2 Covered Aircraft shall mean those Aircraft identified on Table 1, Table 1.1, Table 1A and Table 1B to the Purchase Agreement as of the date of signing of this Letter Agreement.

1.3 Performance Period shall mean the period beginning ***.

1.4 Promotional Support shall mean mutually agreed *** promotion programs, advertising campaigns or such other marketing and promotional activities as the parties may mutually agree.

1.5 Qualifying Third Party Fees shall mean fees paid by Customer to third party providers for Promotional Support provided to Customer during the Performance Period.

2.Commitment.

As more particularly set forth in this Letter Agreement, Boeing agrees to provide Promotional Support to Customer during the Performance Period in a value not to exceed *** for the first Covered Aircraft delivered to Customer and not to exceed *** per Covered Aircraft for each Covered Aircraft delivered to Customer thereafter. For the avoidance of doubt, Customer may request payment of any or all of such Promotional Support prior to delivery of the first Covered Aircraft to Customer.

3.Methods of Performance.

3.1 Subject to the Commitment Limit, Boeing will reimburse *** of Customer’s payments of Qualifying Third Party Fees provided that Customer provides Boeing copies of paid invoices for such Qualifying Third Party Fees *** after the delivery of the first Covered Aircraft.

3.2 Notwithstanding the above, at Customer’s request and subject to a mutually agreed project, Boeing will provide certain Promotional Support during the Performance Period directly to Customer. The full value of such Boeing provided Promotional Support will be accounted for as part of the Commitment Limit and will correspondingly reduce the amount of Qualifying Third Party Fees that are subject to reimbursement pursuant to Article 3.1 above. Additionally, without duplication the parties agree that the sum of *** Promo Support) shall be available to Customer on a *** basis. For the avoidance of doubt, the *** Promo Support shall be spent on promotional activity selected at Customer’s discretion and shall be made available within *** of the effective date of this Letter Agreement.

3.2.1 Without duplication, the parties further agree that the sum of *** (2018 *** Promo Support) shall be available to Customer on a *** basis. For the avoidance of doubt, the 2018 *** Promo Support shall be spent on promotional activity selected at Customer’s discretion and shall be made available for payment within *** of presentation of invoices for Promotional Support.

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

4.Project Approval.

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

5.Assignment.

Except as provided in Letter Agreement No. UAL-PA-03776-LA-1208238 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.

6.Confidential Treatment.

Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-03776-LA-1208234.