Supplemental Agreement No. 8 to Purchase AgreementNo. 3860 between TheBoeing Company and UnitedAirlines, Inc. Relating to Boeing Model 787 Aircraft

Exhibit 10.5

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.

Supplemental Agreement No. 8

to

Purchase Agreement No. 3860

between

The Boeing Company

and

United Airlines, Inc.

Relating to Boeing Model 787 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 8 (SA-8), entered into as of June 15, 2017, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, 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 modify language in the Special Matters Letter;

WHEREAS, Boeing and Customer agree to *** of *** model 787-*** aircraft.

WHEREAS, Boeing and Customer agree to incorporate a reciprocal confidentiality agreement for elements relating to the Purchase Agreement;

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-8”).

BOEING / UNITED AIRLINES, INC. PROPRIETARY

Table 1 entitled “787-*** Aircraft with GENX-1B*** Engines Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled “Table 1” (identified by “SA-8”).

3.1. Letter Agreement UAL-PA-03860-LA-1209413R1 entitled “Special Matters” is deleted in its entirety and replaced with Letter Agreement UAL-PA-03860-LA-1209413R2 (identified by “SA-8”).

3.2. Letter Agreement UAL-PA-03860-LA-1703319_entitled “Privileged and Confidential Matters” (identified by “SA-8”) is hereby incorporated into the Purchase Agreement.

The Purchase 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.

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BOEING / UNITED AIRLINES, INC. PROPRIETARY

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

BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

BOEING/UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS, CONTINUED

BOEING/UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS, CONTINUED

BOEING/UNITED AIRLINES, INC. PROPRIETARY

BOEING/UNITED AIRLINES, INC. PROPRIETARY

Table 1 to Purchase Agreement No. 3860

787-10 Aircraft with GENX-1B*** Engines Delivery, Description, Price and *** (787-10/GE/***)

UAL-PA-03860-LA-1209413R2

United Airlines, Inc.

233 South Wacker Drive

Chicago, Illinois 60606

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 replaces and supersedes Letter UAL-PA-03860-LA-1209413R1 dated June 17, 2013

In consideration of Customer’s purchase of 787-8 Aircraft, Boeing *** at the time of delivery of each 787-8 Aircraft and 787-8 *** Aircraft, a *** to Customer in ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.

In consideration of Customer’s purchase of 787-9 Aircraft, Boeing *** at the time of delivery of each 787-9 Aircraft and 787-9 *** Aircraft, a ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.

In consideration of Customer’s purchase of 787-10 Aircraft, Boeing *** at the time of delivery of each 787-10 Aircraft and 787-10 *** Aircraft, a ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but ***.

Boeing hereby affirms that the offer contained herein ***. Furthermore, *** for the 787 aircraft *** 787 ***, Boeing will ***to the terms and conditions of the Purchase Agreement to ***.

BOEING / UNITED AIRLINES, INC. PROPRIETARY

Boeing *** at the time of delivery of each 787-8 Aircraft and 787-8 ***Aircraft *** to Customer in ***. The *** is *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but ***.

Boeing *** at the time of delivery of each 787-9 Aircraft and 787-9 *** Aircraft *** to Customer in ***. The *** is *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.

Notwithstanding the *** of the Purchase Agreement, Customer ***, for Aircraft ***, and for *** Aircraft that Customer ***.

4.1. Interest Rate for Firm Aircraft. *** agrees to *** on *** for all firm and *** Aircraft which are *** pursuant to Paragraph 3 of this Letter Agreement ***

4.2. Delivery *** Impact on *** Calculations. If the delivery of any Aircraft is *** due to ***, then interest on *** in respect of such Aircraft will not *** during the time period from ***. Payment of *** that has *** prior to the start of the *** but remains unpaid will be paid on the normal quarterly *** payment schedule set forth in Paragraph 4.1 of this Letter Agreement or on the delivery date of the Aircraft, whichever comes first.

4.3. Boeing Invoice. Boeing shall submit to Customer, not less than *** prior to the end of each quarter, an invoice for *** during each such quarter. Customer’s payment is due and payable to Boeing on the first business day of the following month. Boeing’s invoice will show *** during the quarter for each Aircraft for which *** have been ***. The invoice will also include *** on *** with respect to other aircraft in other purchase agreements between Customer and Boeing.

4.4.*** 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) *** 787-10 *** Aircraft and (iii) the *** Aircraft scheduled to deliver in *** if they are *** Aircraft (collectively and each a Launch Aircraft), the parties agree that payment of the Article 4.1 interest obligation will be *** of each Launch Aircraft (Launch Aircraft *** Obligation). At time of delivery of each Launch Aircraft, Boeing *** to *** the Launch Aircraft *** Obligation.

BOEING / UNITED AIRLINES, INC. PROPRIETARY

4.5. Certain ***. Notwithstanding the *** Schedule contained in Table 1 of the Purchase Agreement or the terms set forth in Section 3 herein, Customer may *** for any Aircraft on order as of the date of signing the applicable Purchase Agreement, and for any *** Aircraft in accordance with the terms of Section 3 herein; provided, however, that Customer shall retain the right to either (a) *** set forth in Section 3 herein, and to the extent that Customer *** then Customer’s *** Boeing *** shall be *** or (b) *** from time to time by up to *** provided that (1) Boeing *** to such *** and (2) ***.

5.1. Notwithstanding the amount specified in the Attachment to 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 ***.

5.2. Notwithstanding paragraph 5.1 above, Boeing and Customer agree that for the ***787-*** Aircraft added as part of Supplemental Agreement No. 1, the *** Deposit shall be *** Aircraft. Such *** Deposit has already been received by Boeing for *** 787-10 *** Aircraft. The *** Deposit for the *** Aircraft is due upon signing of Supplemental Agreement No 1 to the Purchase Agreement.

Boeing agrees *** at the time of delivery of each Aircraft a *** in ***. This *** or for Boeing *** and ***.

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. The dollar amount on the invoice shall be provided by Customer.

Customer may not assign the *** described in this Letter Agreement without Boeing’s prior written consent ***.

BOEING / UNITED AIRLINES, INC. PROPRIETARY

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.

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Very truly yours,

BOEING / UNITED AIRLINES, INC. PROPRIETARY

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

UAL-PA-03860-LA-1703319

United Airlines, Inc.

233 South Wacker Drive

Chicago, Illinois 60606

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

Boeing and Customer agree that certain commercial and financial information contained in or transmitted pursuant to the Purchase Agreement and the Aircraft General Terms Agreement (AGTA) (together the “Purchase Agreement”) between Boeing and Customer and all letter agreements made a part of the Purchase Agreement, including exhibits or attachments thereto are considered by Boeing and Customer as privileged and confidential and the parties agree that the information contained therein or transmitted pursuant to (Information) represents confidential business information. Except as specified below, each of Boeing and Customer is prohibited from disclosing the Information to any person, entity, or government agency. Each party shall protect the confidentiality of such Information in the manner similar to how a party protects its own Information of a similar nature, but with no less than a reasonable standard of care. This provision shall not restrict a party from taking any steps necessary to protect and safeguard its interests relating to the Information, including obtaining a protective order or other injunctive relief, where appropriate.

BOEING / UNITED AIRLINES, INC. PROPRIETARY

Very truly yours,

BOEING / UNITED AIRLINES, INC. PROPRIETARY