Amendment No. 2, dated as of December 3, 2019, to the Amended and Restated A350-900 Purchase Agreement, dated as of September 1, 2017, including letter agreements related thereto, between Airbus S.A.S. and United Airlines, Inc

This Amendment No. 2 to the Amended and Restated A350-900 Purchase Agreement between Airbus S.A.S. and United Airlines, Inc. (hereinafter referred to as the “Amendment No. 2”) is entered into as of December 3, 2019 by and between AIRBUS S.A.S., a société par actions simplifiée, organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Emile Dewoitine, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and UNITED AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 233 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (hereinafter referred to as the “Buyer”).

WHEREAS, the Buyer and the Seller entered into the Amended and Restated A350-900 Purchase Agreement, dated as of September 1, 2017 which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time is hereinafter called the “Agreement”, and

WHEREAS, the Buyer and the Seller have agreed to amend certain terms of the Agreement as set forth herein.

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A350-900 Standard Specification - the A350-900 standard specification document ***, a copy of which is annexed hereto as Exhibit A-1.

###-###-#### Standard Specification - the ###-###-#### standard specification document ***, a copy of which is annexed hereto as Exhibit A-2.

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A350XWB ACG - as the context requires, either the A350XWB Airbus Customization Guide ***, or any ***.

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3.1    Base Price of the Aircraft

3.1.1    Base Price of the A350-900 Aircraft

The Base Price of the A350-900 Aircraft is the sum of:

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and

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and

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The Base Price of the A350-900 Aircraft has been established in accordance with ***.

The Base Price of the ###-###-#### Aircraft, if purchased by the Buyer, is the sum of:

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and

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and

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The Base Price of the ###-###-#### Aircraft has been established in accordance with ***.

The Base Price of the A350-900 ULR Aircraft, if purchased by the Buyer, is the sum of:

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and

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The Base Price of the A350-900 ULR Aircraft has been established in accordance with ***.

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Aircraft number    Aircraft type        Scheduled Delivery

Aircraft N°1     A350-900 Aircraft        ***

Aircraft N°2    A350-900 Aircraft        ***

Aircraft N°3    A350-900 Aircraft         ***

Aircraft N°4    A350-900 Aircraft         ***

Aircraft N°5    A350-900 Aircraft         ***

Aircraft N°6    A350-900 Aircraft         ***

Aircraft N°7     A350-900 Aircraft         ***

Aircraft N°8    A350-900 Aircraft         ***

Aircraft N°9    A350-900 Aircraft         ***

Aircraft N°10    A350-900 Aircraft         ***

Aircraft N°11    A350-900 Aircraft         ***

Aircraft N°12    A350-900 Aircraft         ***

Aircraft N°13     A350-900 Aircraft         ***

Aircraft N°14    A350-900 Aircraft         ***

Aircraft N°15    A350-900 Aircraft         ***

Aircraft N°16    A350-900 Aircraft         ***

Aircraft N°17    A350-900 Aircraft         ***

Aircraft N°18    A350-900 Aircraft         ***

Aircraft N°19    A350-900 Aircraft         ***

Aircraft N°20    A350-900 Aircraft         ***

Aircraft N°21    A350-900 Aircraft         ***

Aircraft N°22    A350-900 Aircraft         ***

Aircraft N°23    A350-900 Aircraft         ***

Aircraft N°24    A350-900 Aircraft         ***

Aircraft N°25    A350-900 Aircraft         ***

Aircraft N°26    A350-900 Aircraft         ***

Aircraft N°27    A350-900 Aircraft         ***

Aircraft N°28    A350-900 Aircraft         ***

Aircraft N°29    A350-900 Aircraft         ***

Aircraft N°30    A350-900 Aircraft         ***

Aircraft N°31     A350-900 Aircraft         ***

Aircraft N°32    A350-900 Aircraft         ***

Aircraft N°33    A350-900 Aircraft         ***

Aircraft N°34    A350-900 Aircraft         ***

Aircraft N°35    A350-900 Aircraft         ***

Aircraft N°36    A350-900 Aircraft        ***

Aircraft N°37    A350-900 Aircraft        ***

Aircraft N°38    A350-900 Aircraft        ***

Aircraft N°39    A350-900 Aircraft        ***

Aircraft N°40    A350-900 Aircraft        ***

Aircraft N°41    A350-900 Aircraft        ***

Aircraft N°42    A350-900 Aircraft        ***

Aircraft N°43    A350-900 Aircraft        ***

Aircraft N°44    A350-900 Aircraft        ***

Aircraft N°45    A350-900 Aircraft        ***

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7.        LETTER AGREEMENT No. 4 (***)

7.1        *** Aircraft

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a.    Aircraft ***,

b.    *** Aircraft with a Scheduled Delivery ***,

c.    *** Aircraft with a Scheduled Delivery ***,

d.    *** Aircraft with a Scheduled Delivery ***,

e.    *** Aircraft with a Scheduled Delivery ***,

f.    *** Aircraft with a Scheduled Delivery ***.

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The Agreement will be deemed amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment No. 2 supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment No. 2.

Both parties agree that this Amendment No. 2 will constitute an integral, non-severable part of the Agreement, that the provisions of the Agreement are hereby incorporated herein by reference, and that this Amendment No. 2 will be governed by the provisions of the Agreement, except that if the Agreement and this Amendment No. 2 have specific provisions that are inconsistent, the specific provisions contained in this Amendment No. 2 will govern.

This Amendment No. 2 and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.

This Amendment No. 2 is subject to the terms and conditions of Clause 22.10 of the Agreement.

The governing law shall be as set forth in Clause 22.6 of the Agreement.

This Amendment No. 2 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument.

IN WITNESS WHEREOF, this Amendment No. 2 was entered into as of the day and year first above written.

UNITED AIRLINES, INC.

233 South Wacker Drive

Chicago, Illinois 60606

UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Amended and Restated A350-900 Purchase Agreement dated as of September 1, 2017 (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter Agreement No. 7 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Letter Agreement No. 7 dated as of September 1, 2017 to the Agreement is hereby amended and restated in its entirety to read as set forth herein. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

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11.    ASSIGNMENT

12.    CONFIDENTIALITY

13.    COUNTERPARTS

***

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 22.10 of the Agreement.

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

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11.    ASSIGNMENT

12.    CONFIDENTIALITY

13.    COUNTERPARTS

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This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 22.10 of the Agreement.

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

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11.    ASSIGNMENT

12.    CONFIDENTIALITY

13.    COUNTERPARTS

***

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 22.10 of the Agreement.

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.