Supplemental Agreement No. 9 to Purchase Agreement No. 04761, dated as of November 30, 2021, between The Boeing Company and United Airlines

THIS SUPPLEMENTAL AGREEMENT No. 9 (SA-9), entered into as of November 30, 2021, by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);

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

WHEREAS, Customer and Boeing agree to *** 737-*** Aircraft as follows:

WHEREAS, Customer and Boeing agree to revise certain *** in respect of certain 737-*** Aircraft;

WHEREAS, Customer and Boeing agree to add *** in respect of certain 737-*** Aircraft;

WHEREAS, Customer and Boeing agree to amend the Purchase Agreement to *** for:

(i) 737-*** Aircraft incorporating ***; and

(ii) 737-*** Aircraft incorporating ***

WHEREAS, Customer shall *** the purchase of *** 737-*** Aircraft *** 737-*** pursuant to Section 2 of Letter Agreement UAL-PA-04761-LA-1807420R1 as follows:

To memorialize such ***, the Purchase Agreement will be amended to add the following elements for the *** 737-*** Aircraft:

(i)   an aircraft information table;

(ii)  an *** exhibit;

(iii) a letter specifying ***; and

(iv) a letter specifying open matter elements.

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-9”).

2.2.Table 2 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” (identified by “SA-9”) is added to the Purchase Agreement to reflect ***.

3.1.Letter Agreement No. UAL-PA-04761-LA-1801467R4 titled “***” is deleted in its entirety and replaced with the attached UAL-PA-04761-LA-1801467R5 (identified by “SA-9”) to revise certain *** elements in respect of certain 737-*** Aircraft.

3.2.Letter Agreement No. UAL-PA-04761-LA-21004314 titled “*** for Certain 737-*** Aircraft” (identified by “SA-9”) is added to the Purchase Agreement to ***.

3.3.Letter Agreement No. UAL-PA-04761-LA ###-###-#### titled “*** for 737-*** Aircraft ***” (identified by “SA-9”) is added to the Purchase Agreement to ***.

3.4.Letter Agreement No. UAL-PA-04761-LA ###-###-#### titled “*** for 737-*** Aircraft ***” (identified by “SA-9”) is added to the Purchase Agreement to ***.

3.5.Letter Agreement No. UAL-PA-04761-LA ###-###-#### titled “*** Matters for the 737-***” (identified by “SA-9”) is added to the Purchase Agreement to specify the *** applicable to the *** 737-*** Aircraft.

3.6.Letter Agreement No. UAL-PA-04761-LA ###-###-#### titled “Open Matters Relating to *** Model 737-*** Aircraft” (identified by “SA-9”) is added to the Purchase Agreement to acknowledge that certain elements have not yet been defined for the *** 737-*** Aircraft.

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:    Special Matters – MAX Aircraft

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

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801467R4.

1.***

1.1737-***.

At the time of delivery of each 737-*** Aircraft, Boeing *** to Customer a *** which shall equal *** (737-***).

1.2***.

At the time of delivery of the ***.

1.3737-*** Aircraft ***.

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

1.4737-***.

At the time of delivery of each 737-*** Aircraft, Boeing *** to Customer a *** which shall equal *** (737-***). Boeing represents that the *** of this 737-*** is consistent with the terms of Letter Agreement 6-1162-KKT-080R1, as amended.

1.5737-*** Aircraft ***.

At the time of delivery of ***.

1.6737-***.

At the time of delivery of ***.

1.7*** 737-***.

***

1.8***.

1.8.1***.

1.8.2At the time of delivery of each 737-*** Aircraft, Boeing shall issue to Customer ***.

1.8.3Pursuant to the terms set forth in this Section 1.8.3, Customer will not be ***:

1.8.3.1***

1.8.3.2***

1.8.3.3***

1.8.3.4For purposes of Section 1.8, an ***.

1.9*** 737 ***.

***:

^ - ***

2.***.

Unless otherwise noted, the amounts of the *** stated in (i) Sections 1.1 through 1.2 *** are in *** for 737-*** Aircraft; and (i)  Sections 1.3 through 1.7 *** are in *** for 737-*** and 737-*** Aircraft. The *** will be ***.

3.737 Supplier Management.

It is Boeing’s 737 MAX design intent *** the 737 MAX ***. If a *** leads to a *** to be available only through a *** for the 737 MAX where ***.

4.Supplier Diversity.

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

5.Assignment.

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

6.Confidentiality

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

233 South Wacker Drive

Chicago, Illinois 60606

Subject:    ***

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

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. This Letter Agreement is in addition to the terms and conditions of Letter Agreement No. UAL-PA-04761-LA-1801469R3, i.e., the provisions of this Letter Agreement apply to *** for the applicable *** 737-*** Aircraft specified in Attachment C to this Letter Agreement.

Subject to the terms, provisions, and conditions described herein, ***.

1.Customer's ***.

    Boeing *** to Customer, at a charge as described in paragraph 3 below, ***. The effective date of such *** shall be the date that Boeing provides *** to Customer ***.

2.***.

3.***.

***

Additionally, Customer shall *** in accordance with either the *** set forth below, at Customer's option.

***

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

Subject:    *** for 737-8 Aircraft ***

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

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

Boeing agrees to provide Customer with the *** in the Attachment to this Letter Agreement. These ***are exclusive and expire upon delivery of the Aircraft to Customer.

Unless otherwise noted herein, and becoming the operator of the Aircraft. Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, this Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.

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

The *** contained in this Attachment (the "***") are applicable to the 737-8 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 *** engines.

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, with an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord, and using maximum takeoff thrust, will not be more than the following *** value:

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 dry runway, with an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord, and using maximum takeoff thrust, will not be less than the following *** value:

2.1.3    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 dry runway, with an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord, and using maximum takeoff thrust, will not be less than the following *** value:

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

2.2.2    The FAA-approved landing field length at a gross weight of *** pounds and at an altitude of *** feet, will not be more than the following *** value:

2.3.1    The FAA-approved enroute one-engine-inoperative altitude at which the available gross climb gradient equals *** percent at a gross weight of *** pounds on an

***°C day using not more than maximum continuous thrust, will not be less than the following *** value:

The altitude capability at a gross weight of *** pounds, on an ***°C day, at *** Mach number, and satisfying the conditions defined below, will not be less than the following *** value:

Conditions:

1)    The Aircraft will be capable of maintaining level cruising flight using not more than maximum cruise thrust.

2)    The Aircraft will be capable of maintaining a rate of climb of ***feet per minute using not more than maximum climb thrust.

3)    The Aircraft will have at least ***margin to initial buffet.

The payload for a stage length of *** nautical miles in still air (representative of a *** route in summer) using the conditions and operating rules defined below, will not be less than the following *** value:

Conditions and operating rules:

The payload for a stage length of *** nautical miles in still air (representative of a New York to Anchorage route in August) using the conditions and operating rules defined below, will not be less than the following *** value:

Conditions and operating rules:

The payload for a stage length of *** nautical miles in still air (representative of a *** route in winter) using the conditions and operating rules defined below, will not be less than the following *** value:

Conditions and operating rules:

The payload for a stage length of *** nautical miles in still air (representative of a *** route in winter) using the conditions and operating rules defined below, will not be less than the following *** value:

Conditions and operating rules:

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, will not be more than the following *** value:

Conditions and operating rules:

The Operational Empty Weight (OEW) derived in paragraph 2.5.7 is the basis for the mission *** of paragraphs 2.5.1 through 2.5.5.

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

3.2    The *** payloads of paragraphs 2.5.1, 2.5.2, 2.5.3, and 2.5.4, and the specified payload of the paragraph 2.5.5 block fuel *** will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance with the ***:

(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 component weight allowances given in Appendix E of the Detail Specification and the actual weights.

Subject:    *** for 737-8 *** Aircraft ***

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

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

Boeing agrees to provide Customer with the *** in the Attachment to this Letter Agreement. ***.

Unless otherwise noted herein, and becoming the operator of the Aircraft. Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, this Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.

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

The *** contained in this Attachment (the "***") are applicable to the 737-8 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 *** engines.

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, with an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord, and using maximum takeoff thrust, will not be more than the following *** value:

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 dry runway, with an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord, and using maximum takeoff thrust, will not be less than the following *** value:

2.1.3    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 dry runway, with an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord, and using maximum takeoff thrust, will not be less than the following *** value:

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

2.2.2    The FAA-approved landing field length at a gross weight of *** pounds and at an altitude of *** feet, will not be more than the following *** value:

2.3.1    The FAA-approved enroute one-engine-inoperative altitude at which the available gross climb gradient equals *** percent at a gross weight of *** pounds on an

***°C day using not more than maximum continuous thrust, will not be less than the following *** value:

The altitude capability at a gross weight of *** pounds, on an ***°C day, at *** Mach number, and satisfying the conditions defined below, will not be less than the following *** value:

Conditions:

1)    The Aircraft will be capable of maintaining level cruising flight using not more than maximum cruise thrust.

2)    The Aircraft will be capable of maintaining a rate of climb of *** feet per minute using not more than maximum climb thrust.

3)    The Aircraft will have at least *** g margin to initial buffet.

The payload for a stage length of *** nautical miles in still air (representative of a *** route in summer) using the conditions and operating rules defined below, will not be less than the following *** value:

Conditions and operating rules:

The payload for a stage length of *** nautical miles in still air (representative of a New York to Anchorage route in August) using the conditions and operating rules defined below, will not be less than the following *** value:

Conditions and operating rules:

The payload for a stage length of *** nautical miles in still air (representative of a *** route in winter) using the conditions and operating rules defined below, will not be less than the following *** value:

Conditions and operating rules:

The payload for a stage length of *** nautical miles in still air (representative of a *** route in winter) using the conditions and operating rules defined below, will not be less than the following *** value:

Conditions and operating rules:

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, will not be more than the following *** value:

Conditions and operating rules:

The Operational Empty Weight (OEW) derived in paragraph 2.5.7 is the basis for the mission *** of paragraphs 2.5.1 through 2.5.5.

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

3.2    The *** payloads of paragraphs 2.5.1, 2.5.2, 2.5.3, and 2.5.4, and the specified payload of the paragraph 2.5.5 block fuel *** will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance with the ***:

(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 component weight allowances given in Appendix E of the Detail Specification and the actual weights.

Subject:    Certain Special Matters for the 737-*** Aircraft (*** Aircraft)

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

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

1.6***

1.6***

1.6.1***

1.6.2***.

1.6.3***.

1.6.4For purposes of Section 1.6, an ***

2.***

Unless otherwise noted, the amounts of the ***stated in (i) Paragraphs 1.1 through 1.4 *** are stated in *** for the *** Aircraft. The *** will be ***.

3.*** of One Letter Agreements to *** Aircraft.

The terms of Letter Agreement UAL-PA-04761-LA-1807420R1 entitled “737-*** and 737-*** Aircraft Model *** shall *** to each *** Aircraft.    

4.Assignment.

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

5.Confidentiality

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

Subject:    Open Matters Relating to *** Model 737-*** Aircraft

References:    (1)    Purchase Agreement No.  04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft); and

(2)    Aircraft General Terms Agreement between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) identified as AGTA-CAL (AGTA)

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 or the AGTA, as the context requires.

1.Background.

Given timing and nature of the Parties’ agreement related to the purchase of *** 737-*** Aircraft with *** (*** Aircraft), the Parties agree and hereby acknowledge that certain elements have not been defined. Therefore, Boeing and Customer agree to work together as *** Aircraft delivery program develops as related herein.

2.Configuration ***.

1.1Boeing will ***

1.2To the extent Customer requests *** between Customer and Boeing.

3.Amendment for *** Aircraft Elements.

Boeing will provide a written amendment to the Purchase Agreement (Amendment). Customer will execute an Amendment to address the items below:

1.1On or before *** Boeing will provide a revised Table 1 for the *** Aircraft which will specify the scheduled delivery month of each of the *** Aircraft, ***.

1.2Additionally, the parties will execute any other additional letter agreements or exhibits or supplemental exhibits that the parties deem necessary to deliver the *** Aircraft to Customer in such Amendment or in a subsequent Amendment.

4.Buyer Furnished Equipment.

Exhibit A, “Buyer Furnished Equipment Provisions Document”, to the AGTA will fully govern the responsibilities and obligations of the Parties for BFE identified in the ***.

5.***

6.Assignment.

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

7.Confidentiality

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