United Continental Holdings, Inc. (Form: 10-Q, Received: 10/25/2012 17:05:14)

United Continental Holdings, Inc.

Yes ¨ No x

United Air Lines, Inc.

Yes ¨ No x

Continental Airlines, Inc.

Yes ¨ No x

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number	State of Incorporation	I.R.S. Employer Identification No
001-06033	United Continental Holdings, Inc.	Delaware	36-2675207
	77 W. Wacker Drive, Chicago, Illinois 60601
	(312) 997-8000

001-11355	United Air Lines, Inc.	Delaware	36-2675206
	77 W. Wacker Drive, Chicago, Illinois 60601
	(312) 997-8000

001-10323	Continental Airlines, Inc.	Delaware	74-2099724
	1600 Smith Street, Dept HQSEO, Houston, Texas 77002
	(713) 324-2950

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


United Continental Holdings, Inc.	Yes x No ¨	United Air Lines, Inc.	Yes x No ¨
Continental Airlines, Inc.	Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


United Continental Holdings, Inc.	Yes x No ¨	United Air Lines, Inc.	Yes x No ¨
Continental Airlines, Inc.	Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


United Continental Holdings, Inc.	Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨
United Air Lines, Inc.	Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨
Continental Airlines, Inc.	Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

The number of shares outstanding of each of the issuer’s classes of common stock as of October 15, 2012 is shown below:


United Continental Holdings, Inc.		332,426,868 shares of common stock ($0.01 par value)

United Air Lines, Inc.		205 (100% owned by United Continental Holdings, Inc.) There is no market for United Air Lines, Inc. common stock.

Continental Airlines, Inc.		1,000 (100% owned by United Continental Holdings, Inc.) There is no market for Continental Airlines, Inc. common stock.

OMISSION OF CERTAIN INFORMATION

This combined Form 10-Q is separately filed by United Continental Holdings, Inc., United Air Lines, Inc. and Continental Airlines, Inc. United Air Lines, Inc. and Continental Airlines, Inc. meet the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore filing this form with the reduced disclosure format allowed under that General Instruction.

United Continental Holdings, Inc.

United Air Lines, Inc.

Continental Airlines, Inc.

Report on Form 10-Q

For the Quarter Ended September 30, 2012


	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements		3

United Continental Holdings, Inc.:
Statements of Consolidated Operations		3
Statements of Consolidated Comprehensive Income (Loss)		4
Consolidated Balance Sheets		5
Condensed Statements of Consolidated Cash Flows		7

United Air Lines, Inc.:
Statements of Consolidated Operations		8
Statements of Consolidated Comprehensive Income (Loss)		9
Consolidated Balance Sheets		10
Condensed Statements of Consolidated Cash Flows		12

Continental Airlines, Inc.:
Statements of Consolidated Operations		13
Statements of Consolidated Comprehensive Income (Loss)		14
Consolidated Balance Sheets		15
Condensed Statements of Consolidated Cash Flows		17

Combined Notes to Condensed Consolidated Financial Statements (United Continental Holdings, Inc., United Air Lines, Inc. and Continental Airlines, Inc.)		18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
Item 3. Quantitative and Qualitative Disclosures About Market Risk		49
Item 4. Controls and Procedures		49

PART II. OTHER INFORMATION
Item 1. Legal Proceedings		50
Item 1A. Risk Factors		50
Item 6. Exhibits		51
Signatures		52
Exhibit Index		53

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNITED CONTINENTAL HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

(In millions, except per share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Operating revenue:
Passenger—Mainline	$	6,993		$	7,237		$	19,891		$	19,780
Passenger—Regional		1,781			1,772			5,159			4,916

Total passenger revenue		8,774			9,009			25,050			24,696
Cargo		246			283			775			882
Special revenue item (Note 10)		—			—			—			107
Other operating revenue		889			879			2,625			2,497

		9,909			10,171			28,450			28,182

Operating expense:
Aircraft fuel		3,406			3,371			10,043			9,270
Salaries and related costs		2,038			2,020			5,959			5,742
Regional capacity purchase		628			619			1,887			1,807
Landing fees and other rent		504			476			1,476			1,451
Aircraft maintenance materials and outside repairs		469			447			1,308			1,330
Depreciation and amortization		379			384			1,137			1,157
Distribution expenses		356			377			1,038			1,102
Aircraft rent		245			255			747			760
Special charges (Note 10)		514			120			884			343
Other operating expenses		1,170			1,167			3,467			3,443

		9,709			9,236			27,946			26,405

Operating income		200			935			504			1,777

Nonoperating income (expense):
Interest expense		(202	)		(227	)		(631	)		(731	)
Interest capitalized		9			10			26			24
Interest income		4			6			16			15
Miscellaneous, net		4			(64	)		(7	)		(94	)

		(185	)		(275	)		(596	)		(786	)

Income (loss) before income taxes		15			660			(92	)		991
Income tax expense		9			7			11			13

Net income (loss)	$	6		$	653		$	(103	)	$	978

Earnings (loss) per share, basic	$	0.02		$	1.97		$	(0.31	)	$	2.96

Earnings (loss) per share, diluted	$	0.02		$	1.69		$	(0.31	)	$	2.59

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

UNITED CONTINENTAL HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In millions)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2012		2011			2012			2011
Net income (loss)	$	6	$	653		$	(103	)	$	978

Other comprehensive income (loss), net:
Fuel derivative financial instruments:
Reclassification into earnings		38		(94	)		107			(526	)
Change in fair value		133		(181	)		(36	)		112
Employee benefit plans:
Amortization of net actuarial items		4		(5	)		13			(18	)
Investments and other		5		(5	)		14			—

		180		(285	)		98			(432	)

Total comprehensive income (loss), net	$	186	$	368		$	(5	)	$	546

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

UNITED CONTINENTAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)


	(Unaudited)
	September 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	5,129		$	6,246
Short-term investments		1,551			1,516

Total unrestricted cash, cash equivalents and short-term investments		6,680			7,762
Restricted cash		79			40
Receivables, less allowance for doubtful accounts (2012 — $12; 2011 — $7)		1,862			1,358
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2012 — $111; 2011 — $89)		675			615
Deferred income taxes		641			615
Prepaid expenses and other		837			607

		10,774			10,997

Operating property and equipment:
Owned—
Flight equipment		16,753			15,786
Other property and equipment		3,151			3,126

		19,904			18,912
Less — Accumulated depreciation and amortization		(4,750	)		(4,005	)

		15,154			14,907

Purchase deposits for flight equipment		613			382

Capital leases—
Flight equipment		1,484			1,458
Other property and equipment		235			237

		1,719			1,695
Less — Accumulated amortization		(676	)		(565	)

		1,043			1,130

		16,810			16,419

Other assets:
Goodwill		4,523			4,523
Intangibles, less accumulated amortization (2012 — $762; 2011 — $670)		4,650			4,750
Restricted cash		392			529
Other, net		756			770

		10,321			10,572

	$	37,905		$	37,988

(continued on next page)

UNITED CONTINENTAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)


	(Unaudited)
	September 30, 2012			December 31, 2011
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Advance ticket sales	$	3,849		$	3,114
Frequent flyer deferred revenue		2,405			2,405
Accounts payable		2,188			1,998
Accrued salaries and benefits		1,328			1,509
Current maturities of long-term debt		1,704			1,186
Current maturities of capital leases		120			125
Other		1,463			1,057

		13,057			11,394

Long-term debt		9,592			10,496
Long-term obligations under capital leases		828			928

Other liabilities and deferred credits:
Frequent flyer deferred revenue		2,839			3,253
Postretirement benefit liability		2,461			2,407
Pension liability		1,788			1,862
Advanced purchase of miles		1,581			1,711
Deferred income taxes		1,649			1,603
Lease fair value adjustment, net		927			1,133
Other		1,356			1,395

		12,601			13,364

Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 332,439,588 and 330,906,192 shares at September 30, 2012 and December 31, 2011, respectively		3			3
Additional capital invested		7,140			7,114
Retained deficit		(4,965	)		(4,863	)
Stock held in treasury, at cost		(32	)		(31	)
Accumulated other comprehensive loss		(319	)		(417	)

		1,827			1,806

	$	37,905		$	37,988

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

UNITED CONTINENTAL HOLDINGS, INC.

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

(In millions)


	Nine Months Ended September 30,
	2012			2011
Cash Flows from Operating Activities:
Net income (loss)	$	(103	)	$	978
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities —
Depreciation and amortization		1,137			1,157
Debt and lease discount amortization		(196	)		(171	)
Special items, non-cash portion		61			(15	)
Other, net		112			112
Increase in advance ticket sales		735			762
Increase in receivables		(434	)		(517	)
Increase (decrease) in frequent flyer deferred revenue and advanced purchase of miles		(544	)		82
Increase in other current assets		(452	)		(209	)
Increase in accounts payable		169			1
Increase in other liabilities		360			24
Decrease in fuel hedge collateral		—			(61	)

Net cash provided by operating activities		845			2,143


Cash Flows from Investing Activities:
Capital expenditures		(774	)		(510	)
Increase in short-term and other investments, net		(22	)		(754	)
Proceeds from sale of property and equipment		146			107
Aircraft purchase deposits paid, net		(253	)		(121	)
(Increase) decrease in restricted cash, net		98			(4	)

Net cash used in investing activities		(805	)		(1,282	)


Cash Flows from Financing Activities:
Payments of long-term debt		(1,158	)		(1,925	)
Proceeds from issuance of long-term debt		86			142
Principal payments under capital leases		(89	)		(199	)
Other, net		4			36

Net cash used in financing activities		(1,157	)		(1,946	)

Net decrease in cash and cash equivalents during the period		(1,117	)		(1,085	)
Cash and cash equivalents at beginning of the period		6,246			8,069

Cash and cash equivalents at end of the period	$	5,129		$	6,984

Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt	$	526		$	130
Special facility payment financing		101			—
8% Contingent Senior Unsecured Notes, net of discount		48			49
Airport construction financing		31			—
Reclassification of debt to advanced purchases of miles		—			270
Reclassification of debt discount to other assets		—			60
Interest paid in kind on UAL 6% Senior Notes		—			18

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

UNITED AIR LINES, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

(In millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Operating revenue:
Passenger—Mainline	$	3,734		$	4,007		$	10,587		$	10,812
Passenger—Regional		1,027			1,078			2,936			2,995

Total passenger revenue		4,761			5,085			13,523			13,807
Cargo		157			177			505			535
Special revenue item (Note 10)		—			—			—			88
Other operating revenue		738			595			1,878			1,673

		5,656			5,857			15,906			16,103

Operating expense:
Aircraft fuel		1,914			1,949			5,685			5,294
Salaries and related costs		1,046			1,092			3,166			3,117
Regional capacity purchase		387			407			1,152			1,190
Landing fees and other rent		271			246			807			773
Aircraft maintenance materials and outside repairs		313			299			862			881
Depreciation and amortization		232			228			695			684
Distribution expenses		172			194			526			580
Aircraft rent		78			82			234			243
Special charges (Note 10)		332			72			604			236
Other operating expenses		912			709			2,400			2,081

		5,657			5,278			16,131			15,079

Operating income (loss)		(1	)		579			(225	)		1,024

Nonoperating income (expense):
Interest expense		(122	)		(135	)		(395	)		(462	)
Interest capitalized		4			6			10			12
Interest income		—			2			5			7
Miscellaneous, net		(1	)		(35	)		(8	)		(43	)

		(119	)		(162	)		(388	)		(486	)

Income (loss) before income taxes		(120	)		417			(613	)		538
Income tax expense		7			2			8			2

Net income (loss)	$	(127	)	$	415		$	(621	)	$	536

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

UNITED AIR LINES, INC.

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net income (loss)	$	(127	)	$	415		$	(621	)	$	536

Other comprehensive income (loss), net:
Fuel derivative financial instruments:
Reclassification into earnings		23			(90	)		55			(427	)
Change in fair value		77			(91	)		(13	)		145
Employee benefit plans:
Amortization of net actuarial items		(2	)		—			(4	)		(1	)
Investments and other		3			(3	)		7			(4	)

		101			(184	)		45			(287	)

Total comprehensive income (loss), net	$	(26	)	$	231		$	(576	)	$	249

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

UNITED AIR LINES, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)


	(Unaudited)
	September 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	3,005		$	3,458
Short-term investments		346			275

Total unrestricted cash, cash equivalents and short-term investments		3,351			3,733
Restricted cash		79			40
Receivables from related parties (Note 11)		2,708			228
Receivables, less allowance for doubtful accounts (2012 — $10; 2011 — $5)		1,686			763
Deferred income taxes		316			348
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2012 — $81; 2011 — $73)		379			340
Prepaid expenses and other		633			447

		9,152			5,899

Operating property and equipment:
Owned—
Flight equipment		9,354			9,135
Other property and equipment		2,197			2,260

		11,551			11,395
Less — Accumulated depreciation and amortization		(3,740	)		(3,359	)

		7,811			8,036

Purchase deposits for flight equipment		183			57

Capital leases—
Flight equipment		1,484			1,458
Other property and equipment		65			67

		1,549			1,525
Less — Accumulated amortization		(649	)		(548	)

		900			977

		8,894			9,070

Other assets:
Intangibles, less accumulated amortization (2012 — $575; 2011 — $534)		2,241			2,283
Receivables from related parties (Note 11)		448			—
Restricted cash		275			393
Other, net		595			600

		3,559			3,276

	$	21,605		$	18,245

(continued on next page)

UNITED AIR LINES, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)


	(Unaudited)
	September 30, 2012			December 31, 2011
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Advance ticket sales (Note 11)	$	3,776		$	1,652
Frequent flyer deferred revenue (Note 11)		2,405			1,484
Accounts payable		1,426			1,109
Accrued salaries and benefits		760			988
Current maturities of long-term debt		978			615
Current maturities of capital leases		116			122
Payables to related parties		105			104
Other		1,270			853

		10,836			6,927

Long-term debt		4,191			5,130
Long-term obligations under capital leases		652			735

Other liabilities and deferred credits:
Frequent flyer deferred revenue (Note 11)		2,839			2,018
Postretirement benefit liability		2,156			2,115
Advanced purchase of miles (Note 11)		1,581			1,442
Deferred income taxes		692			707
Pension liability		84			92
Other		1,044			983

		8,396			7,357

Commitments and contingencies
Stockholder’s deficit:
Common stock at par, $5 par value; authorized 1,000 shares; issued and outstanding 205 shares at both September 30, 2012 and December 31, 2011		—			—
Additional capital invested		3,442			3,432
Retained deficit		(5,829	)		(5,208	)
Accumulated other comprehensive loss		(83	)		(128	)

		(2,470	)		(1,904	)

	$	21,605		$	18,245

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

UNITED AIR LINES, INC.

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

(In millions)


	Nine Months Ended September 30,
	2012			2011
Cash Flows from Operating Activities:
Net income (loss)	$	(621	)	$	536
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities —
Depreciation and amortization		695			684
Debt and lease discount amortization		26			11
Special charges, non-cash portion		59			(19	)
Other, net		78			109
Increase in advance ticket sales		2,124			579
Increase in receivables		(885	)		(144	)
Decrease in frequent flyer deferred revenue and advanced purchase of miles		(506	)		(150	)
Increase in other current assets		(392	)		(88	)
Increase in accounts payable		296			113
Increase (decrease) in other liabilities		390			(38	)
Decrease in fuel hedge collateral		—			(61	)
Increase in receivables from related parties		(543	)		(93	)
Increase (decrease) in payables to related parties		2			(1	)

Net cash provided by operating activities		723			1,438


Cash Flows from Investing Activities:
Capital expenditures		(391	)		(332	)
Increase in short-term and other investments, net		(64	)		(180	)
Proceeds from sale of property and equipment		56			15
Aircraft purchase deposits paid, net		(126	)		(6	)
(Increase) decrease in restricted cash, net		79			(28	)

Net cash used in investing activities		(446	)		(531	)


Cash Flows from Financing Activities:
Payments of long-term debt		(634	)		(1,316	)
Principal payments under capital leases		(88	)		(198	)
Other, net		(8	)		12

Net cash used in financing activities		(730	)		(1,502	)

Net decrease in cash and cash equivalents		(453	)		(595	)
Cash and cash equivalents at beginning of the period		3,458			4,665

Cash and cash equivalents at end of the period	$	3,005		$	4,070

Investing and Financing Activities Not Affecting Cash:
Transfer of OnePass frequent flyer liability and advanced purchase of miles from Continental (Note 11)	$	2,387		$	—
8% Contingent Senior Unsecured Notes, net of discount		48			49
Interest paid in kind on UAL 6% Senior Notes		—			18

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

CONTINENTAL AIRLINES, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

(In millions, except per share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Operating revenue:
Passenger – Mainline	$	3,259		$	3,227		$	9,304		$	8,962
Passenger – Regional		754			695			2,223			1,922

Total passenger revenue		4,013			3,922			11,527			10,884
Cargo		89			105			270			346
Special revenue item (Note 10)		—			—			—			19
Other operating revenue		411			345			1,226			965

		4,513			4,372			13,023			12,214
Operating expense:
Aircraft fuel		1,493			1,422			4,359			3,976
Salaries and related costs		943			906			2,692			2,575
Regional capacity purchase		240			211			735			617
Landing fees and other rent		234			230			670			678
Aircraft maintenance materials and outside repairs		171			152			479			455
Depreciation and amortization		147			156			442			473
Distribution expenses		184			183			512			523
Aircraft rent		167			171			513			516
Special charges (Note 10)		182			48			280			107
Other operating expenses		549			533			1,604			1,531

		4,310			4,012			12,286			11,451

Operating income		203			360			737			763

Nonoperating income (expense):
Interest expense		(81	)		(88	)		(241	)		(259	)
Interest capitalized		5			4			16			12
Interest income		5			3			11			7
Miscellaneous, net		(28	)		(41	)		14			(76	)

		(99	)		(122	)		(200	)		(316	)

Income before income taxes		104			238			537			447
Income tax expense		2			2			3			6

Net income	$	102		$	236		$	534		$	441

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

CONTINENTAL AIRLINES, INC.

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)

(In millions)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2012		2011			2012			2011
Net income	$	102	$	236		$	534		$	441

Other comprehensive income (loss), net:
Fuel derivative financial instruments:
Reclassification into earnings		15		(4	)		52			(99	)
Change in fair value		56		(90	)		(23	)		(33	)
Employee benefit plans:
Amortization of net actuarial items		6		(5	)		17			(17	)
Investments and other		3		(2	)		8			2

		80		(101	)		54			(147	)

Total comprehensive income, net	$	182	$	135		$	588		$	294

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

CONTINENTAL AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)


	(Unaudited)
	September 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	2,119		$	2,782
Short-term investments		1,205			1,241

Total unrestricted cash, cash equivalents and short-term investments		3,324			4,023
Receivables, less allowance for doubtful accounts (2012 — $2; 2011 — $2)		176			595
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2012 — $30; 2011 — $16)		296			275
Deferred income taxes		331			267
Prepaid expenses and other		193			165

		4,320			5,325

Operating property and equipment:
Owned—
Flight equipment		7,399			6,651
Other property and equipment		954			866

		8,353			7,517
Less — Accumulated depreciation and amortization		(1,009	)		(646	)

		7,344			6,871

Purchase deposits for flight equipment		430			324

Capital leases — Other property and equipment		170			170
Less — Accumulated amortization		(27	)		(17	)

		143			153

		7,917			7,348

Other assets:
Goodwill		4,523			4,523
Intangibles, less accumulated amortization (2012 — $187; 2011 — $136)		2,411			2,469
Restricted cash		116			135
Other, net		364			364

		7,414			7,491

	$	19,651		$	20,164

(continued on next page)

CONTINENTAL AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)


	(Unaudited)
	September 30, 2012			December 31, 2011
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Payables to related parties (Note 11)	$	2,486		$	11
Advance ticket sales (Note 11)		73			1,462
Accounts payable		767			894
Current maturities of long-term debt		726			571
Accrued salaries and benefits		568			521
Current maturities of capital leases		4			3
Frequent flyer deferred revenue (Note 11)		—			921
Other		249			279

		4,873			4,662

Long-term debt		4,998			4,957
Long-term obligations under capital leases		176			193

Other liabilities and deferred credits:
Pension liability		1,704			1,770
Payables to related parties (Note 11)		448			—
Lease fair value adjustment, net		927			1,133
Deferred income taxes		887			820
Postretirement benefit liability		304			292
Frequent flyer deferred revenue (Note 11)		—			1,235
Advanced purchase of miles (Note 11)		—			270
Other		404			507

		4,674			6,027

Commitments and contingencies
Stockholder’s equity:
Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at both September 30, 2012 and December 31, 2011		—			—
Additional capital invested		4,165			4,148
Retained earnings		1,008			474
Accumulated other comprehensive loss		(243	)		(297	)

		4,930			4,325

	$	19,651		$	20,164

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

CONTINENTAL AIRLINES, INC.

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

(In millions)


	Nine Months Ended September 30,
	2012			2011
Cash Flows from Operating Activities:
Net income	$	534		$	441
Adjustments to reconcile net income to net cash provided (used) by operating activities —
Depreciation and amortization		442			473
Debt and lease discount amortization		(222	)		(182	)
Special charges, non-cash portion		2			4
Other, net		49			30
Increase (decrease) in advance ticket sales		(1,389	)		183
(Increase) decrease in receivables		451			(373	)
Increase (decrease) in frequent flyer deferred revenue and advanced purchase of miles		(39	)		233
Increase in other current assets		(72	)		(83	)
Decrease in accounts payable		(127	)		(113	)
Increase (decrease) in other liabilities		(44	)		23
Decrease in receivables from related parties		—			3
Increase in payables to related parties		536			66

Net cash provided by operating activities		121			705


Cash Flows from Investing Activities:
Capital expenditures		(383	)		(178	)
(Increase) decrease in short-term investments, net		43			(574	)
Aircraft purchase deposits paid, net		(127	)		(116	)
Proceeds from sale of property and equipment		90			92
Decrease in restricted cash, net		19			25

Net cash used in investing activities		(358	)		(751	)

Cash Flows from Financing Activities:
Payments of long-term debt		(524	)		(609	)
Proceeds from issuance of long-term debt		86			142
Other, net		12			23

Net cash used in financing activities		(426	)		(444	)

Net decrease in cash and cash equivalents		(663	)		(490	)
Cash and cash equivalents at beginning of the period		2,782			3,398

Cash and cash equivalents at end of the period	$	2,119		$	2,908

Investing and Financing Activities Not Affecting Cash:
Transfer of frequent flyer liability and advanced purchase of miles to United (Note 11)	$	2,387		$	—
Property and equipment acquired through the issuance of debt		526			130
Special facility payment financing		101			—
Airport construction financing		31			—
Reclassification of debt to advanced purchases of miles		—			270
Reclassification of debt discount to other assets		—			60

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

UNITED CONTINENTAL HOLDINGS, INC.,

UNITED AIR LINES, INC. AND CONTINENTAL AIRLINES, INC.

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

United Continental Holdings, Inc. (together with its consolidated subsidiaries, “UAL”) is a holding company and its principal, wholly-owned subsidiaries are United Air Lines, Inc. (together with its consolidated subsidiaries, “United”) and Continental Airlines, Inc. (together with its consolidated subsidiaries, “Continental”). All significant intercompany transactions are eliminated.

This Quarterly Report on Form 10-Q is a combined report of UAL, United and Continental. We sometimes use the words “we,” “our,” “us,” and the “Company” for disclosures that relate to all of UAL, United and Continental. As UAL consolidates United and Continental for financial statement purposes, disclosures that relate to United and Continental activities also apply to UAL. When appropriate, UAL, United and Continental are named specifically for their related activities and disclosures.

Interim Financial Statements. The UAL, United and Continental unaudited condensed consolidated financial statements shown here have been prepared as required by the U.S. Securities and Exchange Commission (the “SEC”). Some information and footnote disclosures normally included in financial statements that comply with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as permitted by the SEC. The financial statements include all adjustments, including normal recurring adjustments and other adjustments, which are considered necessary for a fair presentation of the Company’s financial position and results of operations. Certain prior year amounts have been reclassified to conform to the current year’s presentation. These reclassifications were made to conform the financial statement presentation of UAL, United and Continental. The UAL, United and Continental financial statements should be read together with the information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “2011 Annual Report”). UAL’s quarterly financial data is subject to seasonal fluctuations and historically its second and third quarter financial results, which reflect higher travel demand, are better than its first and fourth quarter financial results.

NOTE 1—FREQUENT FLYER AND PASSENGER REVENUE ACCOUNTING

Frequent Flyer Awards. Effective January 1, 2012, the Company updated its estimated selling price for miles to the contractual rate at which we sell miles to our Star Alliance partners participating in reciprocal frequent flyer programs. This change in estimate has been applied prospectively effective January 1, 2012.

United and Continental account for miles sold and awarded that will never be redeemed by program members, which the Company refers to as “breakage,” using the redemption method. UAL reviews its breakage estimates annually based upon the latest available information regarding redemption and expiration patterns. The Company re-evaluated its population breakage estimates for Continental OnePass miles, which were previously not subject to an expiration policy, and increased the estimate of miles in the population expected to ultimately expire. As a result, the rate at which we recognize redeemed miles has increased.

The Company’s estimate of the expected expiration of miles requires significant management judgment. Current and future changes to expiration assumptions, the expiration policy, program rules or program redemption opportunities may result in material changes to the deferred revenue balance as well as recognized revenues from the Company’s frequent flyer program.

For the three and nine months ended September 30, 2012, the combined net impact of these changes to UAL, United and Continental were not material.

Passenger Revenue Accounting. The Company records an estimate of breakage revenue on the flight date for tickets that will expire unused. These estimates are based on the evaluation of actual historical results. During the three months ended September 30, 2012, Continental revised its estimate of breakage resulting in a reduction of passenger revenue of approximately $60 million.

NOTE 2—NEW ACCOUNTING PRONOUNCEMENTS

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04 (“ASU 2011-04”), Fair Value Measurement: Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS. Some of the key amendments to the fair value measurement guidance include the highest and best use and valuation premise for nonfinancial assets, application to financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risk, premiums or discounts in fair value measurement and fair value of an instrument classified in a reporting entity’s shareholders’ equity. Additional disclosures for fair value measurements categorized in Level 3 of the fair value hierarchy include a quantitative disclosure of the unobservable inputs and assumptions used in the measurement, a description of the valuation processes in place, a narrative description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs and the level in the fair value hierarchy of

items that are not measured at fair value in the consolidated balance sheet but whose fair value must be disclosed. ASU 2011-04 became effective for the Company’s annual and interim periods beginning January 1, 2012, and the required disclosures are disclosed in Note 6 of this report.

NOTE 3—EARNINGS (LOSS) PER SHARE

The table below represents the computation of UAL basic and diluted earnings (loss) per share amounts and the number of securities that have been excluded from the computation of diluted earnings (loss) per share amounts because they were antidilutive (in millions, except per share amounts):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2012		2011			2012			2011
UAL basic earnings (loss) per share:
Net income (loss)	$	6	$	653		$	(103	)	$	978
Less: Income allocable to participating securities		—		(2	)		—			(3	)

Earnings (loss) available to common stockholders	$	6	$	651		$	(103	)	$	975

Basic weighted average shares outstanding		331		330			331			329

Earnings (loss) per share, basic	$	0.02	$	1.97		$	(0.31	)	$	2.96

UAL diluted earnings (loss) per share:
Earnings (loss) available to common stockholders	$	6	$	651		$	(103	)	$	975
Effect of UAL 4.5% Senior Limited-Subordination Convertible Notes		—		2			—			31
Effect of Continental 4.5% Convertible Notes		—		2			—			7
Effect of Continental 6% Convertible Junior Subordinated Debentures		—		4			—			—
Effect of UAL 6% Senior Convertible Notes		—		4			—			13

Earnings (loss) available to common stockholders including the effect of dilutive securities	$	6	$	663		$	(103	)	$	1,026

UAL diluted shares outstanding:
Basic weighted average shares outstanding		331		330			331			329
Effect of stock options		1		1			—			2
Effect of UAL 4.5% Senior Limited-Subordination Convertible Notes		—		5			—			13
Effect of Continental 4.5% Convertible Notes		—		12			—			12
Effect of Continental 6% Convertible Junior Subordinated Debentures		—		4			—			—
Effect of UAL 6% Senior Convertible Notes		—		40			—			40

Diluted weighted average shares outstanding		332		392			331			396

Earnings (loss) per share, diluted	$	0.02	$	1.69		$	(0.31	)	$	2.59

UAL potentially dilutive shares excluded from diluted per share amounts:
Restricted stock and stock options		5		7			6			6
UAL 4.5% Senior Limited-Subordination Convertible Notes		5		—			5			—
Continental 4.5% Convertible Notes		12		—			12			—
Continental 6% Convertible Junior Subordinated Debentures		4		—			4			4
UAL 6% Senior Convertible Notes		40		—			40			—

UAL’s 6% Senior Notes due 2031 (the “6% Senior Notes”), with a principal amount of $652 million as of September 30, 2012, and the $125 million of UAL’s 8% Contingent Senior Notes (the “8% Notes”) issued by UAL in January 2012, are redeemable with either cash or shares of UAL common stock, or in the case of mandatory redemption, a combination thereof, at UAL’s option. The Company is obligated to issue an additional $62.5 million of the 8% Notes by February 2013, which are also redeemable on the same terms as the 6% Senior Notes and the other 8% Notes. These notes are not included in the diluted earnings (loss) per share calculation because it is UAL’s intent to redeem these notes with cash if UAL were to decide to redeem these notes.

During the second quarter of 2011, UAL repurchased at par value approximately $570 million of the $726 million outstanding principal amount of its 4.5% Senior Limited-Subordination Convertible Notes due 2021 (the “4.5% Notes”) with cash after the 4.5% Notes were put to UAL by the noteholders. For the three and nine months ended September 30, 2011, the dilutive effect of the 4.5% Notes was excluded from the diluted earnings per share calculations from the date that notice was given of the Company’s intent to pay the notes put to it in cash up to the June 30, 2011 repurchase date.

NOTE 4—INCOME TAXES

Our effective tax rates are lower than the federal statutory rate of 35% primarily because of the impact of changes to existing valuation allowances. We continue to provide a valuation allowance for our deferred tax assets in excess of deferred tax liabilities because we have concluded that it is more likely than not that such deferred tax assets will ultimately not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including the reversals of deferred tax liabilities) during the periods in which those deferred tax assets will become deductible. The Company’s management assesses available positive and negative evidence regarding the realizability of its deferred tax assets, and records a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. To form a conclusion, management considers positive evidence in the form of reversing temporary differences, projections of future taxable income and tax planning strategies, and negative evidence such as recent history of losses. Although the Company was no longer in a three-year cumulative loss position at the end of 2011, management determined that the size and frequency of financial losses in recent years and the uncertainty associated with projecting future taxable income supported the conclusion that the valuation allowance was still needed on net deferred tax assets. If UAL achieves significant profitability in 2012 and the economic and industry outlook supports a continued expectation of profitability, then management will evaluate whether its recent history of profitability constitutes sufficient positive evidence to support a reversal of a portion, or all, of the remaining valuation allowance.

NOTE 5—EMPLOYEE BENEFIT PLANS

Defined Benefit Pension and Other Postretirement Benefit Plans. The Company’s net periodic benefit cost includes the following components (in millions):


	Pension Benefits						Other Postretirement Benefits
	Three Months Ended September 30,						Three Months Ended September 30,
	2012			2011			2012			2011
UAL
Service cost	$	25		$	22		$	11		$	11
Interest cost		45			44			30			32
Expected return on plan assets		(33	)		(36	)		—			(1	)
Amortization of unrecognized (gain) loss and prior service cost		4			(5	)		—			—

Net periodic benefit costs	$	41		$	25		$	41		$	42

United
Service cost	$	2		$	2		$	8		$	8
Interest cost		2			2			27			29
Expected return on plan assets		(2	)		(3	)		—			(1	)
Amortization of unrecognized gain and prior service cost		(1	)		—			(1	)		—

Net periodic benefit costs	$	1		$	1		$	34		$	36

Continental
Service cost	$	23		$	20		$	3		$	3
Interest cost		43			42			3			3
Expected return on plan assets		(31	)		(33	)		—			—
Amortization of unrecognized (gain) loss and prior service cost		5			(5	)		1			—

Net periodic benefit costs	$	40		$	24		$	7		$	6


	Pension Benefits						Other Postretirement Benefits
	Nine Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
UAL
Service cost	$	75		$	66		$	37		$	35
Interest cost		137			133			93			95
Expected return on plan assets		(103	)		(105	)		(2	)		(2	)
Amortization of unrecognized (gain) loss and prior service cost		15			(17	)		(2	)		(1	)

Net periodic benefit costs	$	124		$	77		$	126		$	127

United
Service cost	$	6		$	5		$	26		$	25
Interest cost		6			7			82			85
Expected return on plan assets		(8	)		(8	)		(2	)		(2	)
Amortization of unrecognized gain and prior service cost		(1	)		(1	)		(3	)		—

Net periodic benefit costs	$	3		$	3		$	103		$	108

Continental
Service cost	$	69		$	61		$	11		$	10
Interest cost		131			126			11			10
Expected return on plan assets		(95	)		(97	)		—			—
Amortization of unrecognized (gain) loss and prior service cost		16			(16	)		1			(1	)

Net periodic benefit costs	$	121		$	74		$	23		$	19

During the nine months ended September 30, 2012, Continental contributed $167 million to its tax-qualified defined benefit pension plans. Continental contributed an additional $41 million to its tax-qualified defined benefit pension plans in October 2012.

Share-Based Compensation. In February 2012, UAL granted share-based compensation awards pursuant to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan. These share-based compensation awards include approximately 0.5 million shares of restricted stock and 0.6 million restricted stock units (“RSUs”) that vest pro-rata over three years on the anniversary of the grant date. In addition, UAL granted 1.3 million performance-based RSUs that will vest based on UAL’s return on invested capital for the three years ending December 31, 2014. If this performance condition is achieved, cash payments will be made after the end of the performance period based on the 20-day average closing price of UAL common stock immediately prior to the vesting date. The Company accounts for the RSUs as liability awards. The table below presents information related to share-based compensation (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Share-based compensation expense (a)	$	18	$	13	$	44	$	40



	September 30, 2012	December 31, 2011
Unrecognized share-based compensation expense	$43	$43

(a)

Includes $0 and $7 million of expense recognized in integration-related costs for the three and nine months ended September 30, 2012, respectively. Includes $3 million and $12 million of expense recognized in integration-related costs for the three and nine months ended September 30, 2011, respectively.

Profit Sharing Plans. In 2012, substantially all employees participate in profit sharing, which pays 15% of total pre-tax earnings, excluding special items and share-based compensation expense, to eligible employees when pre-tax profit, excluding special items, profit sharing expense and share-based compensation program expense, exceeds $10 million. Eligible U.S. co-workers in each participating work group receive a profit sharing payout using a formula based on the ratio of each qualified co-worker’s annual eligible earnings to the eligible earnings of all qualified co-workers in all domestic workgroups. The international profit sharing plan pays eligible non-U.S. co-workers the same percentage of eligible pay that is calculated under the U.S. profit sharing plan. Profit sharing expense is recorded as a component of salaries and related costs in the consolidated statements of operations.

NOTE 6—FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The table below presents disclosures about the financial assets and financial liabilities measured at fair value on a recurring basis in the Company’s financial statements as of September 30, 2012 and December 31, 2011 (in millions):


	September 30, 2012										December 31, 2011
	Total			Level 1		Level 2		Level 3			Total			Level 1		Level 2			Level 3
	UAL
Cash and cash equivalents	$	5,129		$	5,129	$	—	$	—		$	6,246		$	6,246	$	—		$	—
Short-term investments:
Asset-backed securities		647			—		647		—			478			—		478			—
Corporate debt		340			—		340		—			515			—		515			—
Certificates of deposit placed through an account registry service (“CDARS”)		404			—		404		—			355			—		355			—
Auction rate securities		115			—		—		115			113			—		—			113
U.S. government and agency notes		15			—		15		—			22			—		22			—
Other fixed income securities		30			—		30		—			33			—		33			—
Enhanced equipment trust certificates (“EETC”)		62			—		—		62			60			—		—			60
Fuel derivatives, net		33			—		33		—			73			—		73			—
Foreign currency derivatives		—			—		—		—			(1	)		—		(1	)		—
Restricted cash		471			471		—		—			569			569		—			—

	United
Cash and cash equivalents	$	3,005		$	3,005	$	—	$	—		$	3,458		$	3,458	$	—		$	—
Short-term investments:
Asset-backed securities		16			—		16		—			29			—		29			—
Corporate debt		140			—		140		—			138			—		138			—
CDARS		156			—		156		—			87			—		87			—
U.S. government and agency notes		8			—		8		—			5			—		5			—
Other fixed income securities		26			—		26		—			16			—		16			—
EETC		62			—		—		62			60			—		—			60
Fuel derivatives, net		24			—		24		—			44			—		44			—
Restricted cash		354			354		—		—			433			433		—			—

	Continental
Cash and cash equivalents	$	2,119		$	2,119	$	—	$	—		$	2,782		$	2,782	$	—		$	—
Short-term investments:
Asset-backed securities		631			—		631		—			449			—		449			—
Corporate debt		200			—		200		—			377			—		377			—
CDARS		248			—		248		—			268			—		268			—
Auction rate securities		115			—		—		115			113			—		—			113
U.S. government and agency notes		7			—		7		—			17			—		17			—
Other fixed income securities		4			—		4		—			17			—		17			—
Fuel derivatives, net		9			—		9		—			29			—		29			—
Foreign currency derivatives		—			—		—		—			(1	)		—		(1	)		—
Restricted cash		116			116		—		—			135			135		—			—
Convertible debt derivative asset		202			—		—		202			193			—		—			193
Convertible debt option liability		(91	)		—		—		(91	)		(95	)		—		—			(95	)

The tables below present disclosures about the activity for “Level 3” financial assets and financial liabilities for the three and nine months ended September 30 (in millions):


	Three Months Ended September 30,
	2012					2011
UAL (a)	Auction Rate Securities		EETC			Auction Rate Securities			EETC
Balance at June 30	$	112	$	63		$	121		$	65
Settlements		—		(2	)		—			(2	)
Gains (losses):
Reported in earnings—unrealized		1		—			1			—
Reported in other comprehensive income (loss)		2		1			(1	)		(3	)

Balance at September 30	$	115	$	62		$	121		$	60

(a)	For 2012 and 2011, United’s only Level 3 recurring measurements are the above EETCs.


	Nine Months Ended September 30,
	2012					2011
UAL (a)	Auction Rate Securities		EETC			Auction Rate Securities		EETC
Balance at January 1	$	113	$	60		$	119	$	66
Settlements		—		(5	)		—		(4	)
Gains (losses):
Reported in earnings—unrealized		—		—			2		—
Reported in other comprehensive income (loss)		2		7			—		(2	)

Balance at September 30	$	115	$	62		$	121	$	60

(a)	For 2012 and 2011, United’s only Level 3 recurring measurements are the above EETCs.


	Three Months Ended September 30,
	2012								2011
Continental	Auction Rate Securities		Convertible Debt Supplemental Derivative Asset (a)			Convertible Debt Conversion Option Liability (a)			Auction Rate Securities			Convertible Debt Supplemental Derivative Asset (a)			Convertible Debt Conversion Option Liability (a)
Balance at June 30	$	112	$	289		$	(147	)	$	121		$	251		$	(143	)
Sales		—		—			—			—			—			—
Gains (losses):
Reported in earnings—unrealized		1		(87	)		56			1			(52	)		40
Reported in other comprehensive income (loss)		2		—			—			(1	)		—			—

Balance at September 30	$	115	$	202		$	(91	)	$	121		$	199		$	(103	)

(a)

These derivatives are not designated as hedges. The Convertible Debt Supplemental Derivative Asset is classified in “Other Asset—Other, net”, and the Convertible Debt Conversion Option Liability is classified in “Other liabilities and deferred credits—Other” in Continental’s consolidated balance sheets. The earnings impact is classified in “Nonoperating income (expense)—Miscellaneous, net” in Continental’s statements of consolidated operations.


	Nine Months Ended September 30,
	2012							2011
Continental	Auction Rate Securities		Convertible Debt Supplemental Derivative Asset (a)		Convertible Debt Conversion Option Liability (a)			Auction Rate Securities		Convertible Debt Supplemental Derivative Asset (a)			Convertible Debt Conversion Option Liability (a)
Balance at January 1	$	113	$	193	$	(95	)	$	119	$	286		$	(164	)
Sales		—		—		—			—		—			—
Gains (losses):
Reported in earnings—unrealized		—		9		4			2		(87	)		61
Reported in other comprehensive income (loss)		2		—		—			—		—			—

Balance at September 30	$	115	$	202	$	(91	)	$	121	$	199		$	(103	)

(a)

As of September 30, 2012, Continental’s auction rate securities, which had a par value of $135 million, were variable-rate debt instruments with contractual maturities generally greater than ten years and with interest rates that reset every 7, 28 or 35 days, depending on the terms of the particular instrument. These securities are backed by pools of student loans guaranteed by state-designated guaranty agencies and reinsured by the U.S. government. All of the auction rate securities that Continental holds are senior obligations under the applicable indentures authorizing the issuance of the securities.

As of September 30, 2012, United’s EETC securities had unrealized gains of $1 million. All changes in the fair value of these investments have been classified within accumulated other comprehensive income.

Continental’s debt-related derivatives presented in the tables above relate to (a) supplemental indenture agreements that provide that Continental’s convertible debt, which was previously convertible into shares of Continental common stock, is convertible into shares of UAL common stock upon the terms and conditions specified in the indentures, and (b) the embedded conversion options in Continental’s convertible debt that are required to be separated and accounted for as though they are free-standing derivatives as a result of the Continental debt becoming convertible into the common stock of a different reporting entity. These derivatives are reported in Continental’s separate financial statements and eliminated in consolidation for UAL.

The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above as of September 30, 2012 and December 31, 2011 (in millions):


	Fair Value of Debt by Fair Value Hierarchy Level
	September 30, 2012										December 31, 2011
	Carrying Amount		Fair Value								Carrying Amount		Fair Value
			Total		Level 1		Level 2		Level 3				Total		Level 1		Level 2		Level 3
UAL debt	$	11,296	$	12,320	$	—	$	7,015	$	5,305	$	11,682	$	11,992	$	—	$	859	$	11,133
United debt		5,169		5,436		—		1,994		3,442		5,745		5,630		—		—		5,630
Continental debt		5,724		6,050		—		4,187		1,863		5,528		5,503		—		—		5,503

Quantitative Information About Level 3 Fair Value Measurements as of September 30, 2012 ($ in millions)



Item	Fair Value at September 30, 2012			Valuation Technique	Unobservable Input	Range (Weighted Average)
Auction rate securities	$	115		Discounted Cash Flows	Credit risk premium (a)	1%
					Illiquidity premium (b)	5%
					Expected repayments (c)	Assumed repayment in years 2013 through 2036
EETC		62		Discounted Cash Flows	Structure credit risk (d)	6% - 7% (7%)
Convertible debt derivative asset		202		Binomial Lattice Model	Expected volatility (e)	45% - 60% (48%)
					Own credit risk (f)	7% - 10% (8%)
Convertible debt option liability		(91	)	Binomial Lattice Model	Expected volatility (e)	45% - 60% (49%)
					Own credit risk (f)	7% - 10% (8%)

(a)	Represents the credit risk premium component of the discount rate that the Company has determined market participants would use in pricing the investments.

(b)	Represents the illiquidity premium component of the discount rate that the Company has determined market participants would use in pricing the investments.

(c)	Represents the estimated timing of principal repayments used in the discounted cash flow model.

(d)	Represents the credit risk premium of the EETC structure above the risk-free rate that the Company has determined market participants would use in pricing the instruments.

(e)	Represents the range in volatility estimates that the Company has determined market participants would use when pricing the instruments.

(f)	Represents the range of Company-specific risk adjustments that the Company has determined market participants would use as a model input.

Valuation Processes—Level 3 Measurements —The Company’s internal valuation group is responsible for determining the fair value of financial instruments. Depending on the instrument, the valuation group utilizes discounted cash flow methods or option pricing methods as indicated above. Valuations using discounted cash flow methods are generally conducted by the valuation group. Valuations using option pricing models are generally provided to the Company by third-party valuation experts. Each reporting period, the valuation group reviews the unobservable inputs used by third-party valuation experts for reasonableness utilizing relevant information available to the Company from other published sources. The Company has a formal process to review changes in fair value for satisfactory explanation.

Sensitivity Analysis—Level 3 Measurements— Changes in the unobservable input values would be unlikely to cause material changes in the fair value of the auction rate securities and EETCs.

The significant unobservable inputs used in the fair value measurement of the Continental convertible debt derivative assets and liabilities are the UAL stock expected volatility and the Company’s own credit risk. Significant increases (decreases) in expected volatility would result in a higher (lower) fair value measurement. Significant increases (decreases) in the Company’s own credit risk would result in a lower (higher) fair value measurement. A change in one of the inputs would not necessarily result in a directionally similar change in the other.

Fair value of the financial instruments included in the tables above was determined as follows:


Description		Fair Value Methodology

Cash and Cash Equivalents		The carrying amounts approximate fair value because of the short-term maturity of these assets.

Short - term Investments, Investments, and Restricted Cash		Fair value is based on (a) the trading prices of the investment or similar instruments, (b) an income approach, which uses valuation techniques to convert future amounts into a single present amount based on current market expectations about those future amounts when observable trading prices are not available, or (c) internally-developed models of the expected future cash flows related to the securities. These assets have maturities of less than one year except for the EETCs, auction rate securities and corporate debt.

Fuel Derivatives		Derivative contracts are privately negotiated contracts and are not exchange traded. Fair value measurements are estimated with option pricing models that employ observable inputs. Inputs to the valuation models include contractual terms, market prices, yield curves, fuel price curves and measures of volatility, among others.

Foreign Currency Derivatives		Fair value is determined with a formula utilizing observable inputs. Significant inputs to the valuation models include contractual terms, risk-free interest rates and forward exchange rates.

Debt		Fair values were based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities.

Convertible Debt Derivative Asset and Option Liability		The Company used a binomial lattice model to value the conversion options and the supplemental derivative assets. Significant binomial model inputs that are not objectively determinable include volatility and discount rate.

NOTE 7—HEDGING ACTIVITIES

Aircraft Fuel Hedges. The Company has a risk management strategy to hedge a portion of its price risk related to projected aircraft fuel requirements. The Company periodically enters into derivative contracts to mitigate the adverse financial impact of potential increases in the price of fuel. The Company does not enter into derivative instruments for speculative, non-risk management purposes.

Upon proper qualification, the Company accounts for certain fuel derivative instruments as cash flow hedges. All derivatives designated as hedges that meet certain requirements are granted special hedge accounting treatment. The types of instruments the Company utilizes that qualify for special hedge accounting treatment typically include swaps, call options and collars (which consist of a purchased call option and a sold put option). Generally, utilizing the special hedge accounting, all periodic changes in fair value of the derivatives designated as hedges that are considered to be effective are recorded in accumulated other comprehensive income (loss) (“AOCI”) until the underlying fuel is consumed and recorded in fuel expense. The Company is exposed to the risk that its hedges may not be effective in offsetting changes in the cost of fuel and that its hedges may not continue to qualify for special hedge accounting. Hedge ineffectiveness results when the change in the fair value of the derivative instrument exceeds the change in the value of the Company’s expected future cash outlay to purchase and consume fuel. To the extent that the periodic changes in the fair value of the derivatives are not effective, that ineffectiveness is classified as other nonoperating income (expense).

The Company also utilizes certain derivative instruments that are economic hedges but do not qualify for hedge accounting under US GAAP. As with derivatives that qualify for hedge accounting, the purpose of these economic hedges is to mitigate the adverse financial impact of potential increases in the price of fuel. Currently, the only such economic hedges in the Company’s hedging portfolio are three-way collars (which consist of a sold call option, a purchased call option, and a sold put option). The Company records changes in the fair value of three-way collars to other nonoperating income (expense).

The Company records each derivative instrument as a derivative asset or liability on a gross basis in its consolidated balance sheets and, accordingly, records any related collateral on a gross basis.

As of September 30, 2012, our projected fuel requirements for the remainder of 2012 were hedged as follows:


	Maximum Price					Minimum Price
	% of Expected Consumption			Weighted Average Price (per gallon)		% of Expected Consumption			Weighted Average Price (per gallon)
UAL (a)
Heating oil collars		20	%	$	3.56		20	%	$	2.80
Brent crude oil collars		14			2.76		14			1.93
Diesel fuel collars		9			3.28		9			2.45
Diesel fuel call options		1			3.25		N/A			N/A

Total		44	%				43	%

(a)	As of September 30, 2012, UAL had also hedged 26% of its projected first half 2013 fuel consumption.

The following tables present information about the financial statement classification of the Company’s derivatives (in millions):


		September 30, 2012						December 31, 2011
Classification	Balance Sheet Location	UAL		United		Continental		UAL		United		Continental
Derivatives designated as cash flow hedges
Assets:
Fuel contracts due within one year	Receivables	$	27	$	17	$	10	$	77	$	48	$	29

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	7	$	4	$	3	$	4	$	4	$	—

Derivatives not designated as hedges
Assets:
Fuel contracts due within one year	Receivables	$	17	$	13	$	4	$	—	$	—	$	—

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	2	$	1	$	1	$	—	$	—	$	—
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		2		1		1		—		—		—

Total liabilities		$	4	$	2	$	2	$	—	$	—	$	—

Total derivatives
Assets:
Fuel contracts due within one year	Receivables	$	44	$	30	$	14	$	77	$	48	$	29

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	9	$	5	$	4	$	4	$	4	$	—
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		2		1		1		—		—		—

Total liabilities		$	11	$	6	$	5	$	4	$	4	$	—

The following tables present the impact of derivative instruments and their location within the unaudited Statements of Consolidated Operations:

Derivatives designated as cash flow hedges


	Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective portion)						Gain (Loss) Reclassified from AOCI into Income (Fuel Expense)					Amount of Gain (Loss) Recognized in Income (Nonoperating Expense) (Ineffective Portion)
	Three Months Ended September 30,						Three Months Ended September 30,					Three Months Ended September 30,
Fuel contracts	2012			2011			2012			2011		2012			2011
UAL	$	133		$	(181	)	$	(38	)	$	94	$	2		$	(56	)
United		77			(91	)		(23	)		90		1			(33	)
Continental		56			(90	)		(15	)		4		1			(23	)

	Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective portion)						Gain (Loss) Reclassified from AOCI into Income (Fuel Expense)					Amount of Loss Recognized in Income (Nonoperating Expense) (Ineffective Portion)
	Nine Months Ended September 30,						Nine Months Ended September 30,					Nine Months Ended September 30,
Fuel contracts	2012			2011			2012			2011		2012			2011
UAL	$	(36	)	$	112		$	(107	)	$	526	$	(2	)	$	(87	)
United		(13	)		145			(55	)		427		(1	)		(38	)
Continental		(23	)		(33	)		(52	)		99		(1	)		(49	)

Derivatives not designated as hedges


	Amount of Gain Recognized in Income (Nonoperating Expense)				Amount of Gain Recognized in Income (Nonoperating Expense)
	Three Months Ended September 30,				Nine Months Ended September 30,
Fuel contracts	2012		2011		2012		2011
UAL	$	10	$	—	$	10	$	—
United		8		—		8		—
Continental		2		—		2		—

Derivative Credit Risk and Fair Value

The Company is exposed to credit losses in the event of nonperformance by counterparties to its derivative instruments. While the Company records derivative instruments on a gross basis, the Company monitors its net derivative position with each counterparty to monitor credit risk. Based on the fair value of our fuel derivative instruments, our counterparties may require us to post collateral when the price of the underlying commodity decreases, and we may require our counterparties to provide us with collateral when the price of the underlying commodity increases. The following table presents information related to the Company’s derivative credit risk as of September 30, 2012 (in millions):


	UAL		United		Continental
Net derivative asset with counterparties	$	33	$	24	$	9
Collateral posted by the Company with its counterparties (a)		—		—		—
Potential loss related to the failure of the Company’s counterparties to perform		34		25		9

(a)	Classified as a current receivable.

NOTE 8—COMMITMENTS AND CONTINGENCIES

General Guarantees and Indemnifications. In the normal course of business, the Company enters into numerous real estate leasing and aircraft financing arrangements that have various guarantees included in the contracts. These guarantees are primarily in the form of indemnities under which the Company typically indemnifies the lessors and any tax/financing parties against tort liabilities that arise out of the use, occupancy, operation or maintenance of the leased premises or financed aircraft. Currently, the Company believes that any future payments required under these guarantees or indemnities would be immaterial, as most tort liabilities and related indemnities are covered by insurance (subject to deductibles). Additionally, certain leased premises such as fueling stations or storage facilities include indemnities of such parties for any environmental liability that may arise out of or relate to the use of the leased premises.

Legal and Environmental Contingencies. The Company has certain contingencies resulting from litigation and claims incident to the ordinary course of business. Management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that the ultimate disposition of these contingencies will not materially affect the Company’s consolidated financial position or results of operations.

The Company records liabilities for legal and environmental claims when a loss is probable and reasonably estimable. These amounts are recorded based on the Company’s assessments of the likelihood of their eventual disposition.

Commitments. As of September 30, 2012, UAL, United and Continental had the following commitments to purchase aircraft:

UAL Aircraft Commitments. UAL had firm commitments to purchase 100 new Boeing 737 MAX 9 aircraft scheduled for delivery from 2018 through 2022. UAL also had options to purchase an additional 100 Boeing 737 MAX 9 aircraft. UAL had the right, and intends in the future, to assign its interest under the purchase agreement for the 737 MAX 9 aircraft with respect to one or more of the aircraft to either United or Continental.

United Aircraft Commitments. United had firm commitments to purchase 100 new aircraft (25 Boeing 787 aircraft, 50 Boeing 737-900ER aircraft and 25 Airbus A350XWB aircraft) scheduled for delivery from 2013 through 2019. United also had options and purchase rights for 164 additional Boeing and Airbus aircraft.

Continental Aircraft Commitments. Continental had firm commitments to purchase 68 new aircraft (44 Boeing 737 aircraft and 24 Boeing 787 aircraft) scheduled for delivery from October 1, 2012 through 2016. Continental also had options to purchase 83 Boeing aircraft. From October 1, 2012 through December 31, 2012, Continental expects to take delivery of six Boeing 737-900ER aircraft and four Boeing 787-8 aircraft.

Continental had arranged for EETC financing of 20 Boeing 737-900ER aircraft and six Boeing 787-8 aircraft scheduled for delivery through July 2013. In addition, United had secured considerable backstop financing commitments from its widebody aircraft and engine manufacturers, subject to certain customary conditions. See Note 9 of this report for additional information. However, UAL and United do not have backstop financing or any other financing currently in place for their firm narrowbody aircraft orders with Boeing, and Continental does not have backstop financing or any other financing currently in place for its other Boeing aircraft on order. Financing will be necessary to satisfy the Company’s capital commitments for its firm order aircraft and other related capital expenditures. The Company can provide no assurance that any financing not already in place for aircraft and spare engine deliveries will be available to the Company on acceptable terms when necessary or at all.

UAL and Continental have concluded their discussions with Boeing regarding delays in delivery of certain Boeing 787 aircraft, and have reached a resolution with Boeing regarding compensation to be received in connection with those delays, which is reflected in the table below.

The table below summarizes the capital commitments of UAL, United and Continental as of September 30, 2012, which primarily relate to the acquisition of aircraft and related spare engines, aircraft improvements and acquisition of information technology services and assets. As UAL has the right, and intends in the future, to assign its interest under the purchase agreement for the 737 MAX 9 aircraft with respect to one or more of the aircraft to either United or Continental, but has not determined the actual assignment of the Boeing 737 MAX 9 aircraft between United and Continental, the table below assumes that 50% of the Boeing 737 MAX 9 order is assigned to United and 50% of the Boeing 737 MAX 9 order is assigned to Continental.


	In billions
	UAL		United		Continental
Last three months of 2012	$	0.9	$	0.3	$	0.6
2013		1.5		0.5		1.0
2014		1.7		0.8		0.9
2015		1.9		0.8		1.1
2016		2.8		2.0		0.8
After 2016		9.6		7.2		2.4

	$	18.4	$	11.6	$	6.8

Any incremental firm aircraft orders, including through the exercise of purchase options, will increase the total future capital commitments of the Company, United and/or Continental.

Credit Card Processing Agreements. United and Continental have agreements with financial institutions that process customer credit card transactions for the sale of air travel and other services. Under certain of United’s and Continental’s credit card processing agreements, the financial institutions either require, or under certain circumstances have the right to require, that United and Continental maintain a reserve equal to a portion of advance ticket sales that have been processed by that financial institution, but for which United and Continental have not yet provided the air transportation.

As of September 30, 2012, $25 million was provided by the Company as a cash reserve for its credit card processing agreement with JPMorgan Chase Bank, N.A. and Paymentech, LLC. Our credit card processing agreement with JPMorgan Chase Bank, N.A. and Paymentech, LLC to process MasterCard/Visa transactions and our credit card processing agreement with American Express allow the applicable financial institution to require additional cash or other collateral reserves to be established or additional withholding of payments related to receivables collected if the Company does not maintain certain minimum levels of unrestricted cash, cash equivalents and short term investments. The Company’s current level of unrestricted cash, cash equivalents and short term investments is substantially in excess of these minimum levels. The amount of required cash or other collateral reserves or withheld payments would be no more than the liability of the credit card processor for tickets purchased with the applicable credit cards for travel that had not occurred. In conjunction with the single passenger service system conversion in March 2012, all tickets sold since that date have been on United ticket stock. As a result, the advance ticket sales by Continental have diminished and are expected to be zero by March 2013.

Guarantees and Off-Balance Sheet Financing.

Guarantees. United and Continental are the guarantors of approximately $270 million and $1.6 billion, respectively, in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable solely from rentals paid under long-term agreements with the respective governing bodies. The leasing arrangements associated with $1.7 billion ($270 million for United and $1.4 billion for Continental) of these obligations are accounted for as operating leases with the associated expense recorded on a straight-line basis resulting in ratable accrual of the lease obligation over the expected lease term. The leasing arrangements associated with $190 million (for Continental only) of these obligations are accounted for as capital leases. These bonds are due between 2015 and 2033.

In the Company’s financing transactions that include loans, the Company typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans in which the interest rate is based on the London Interbank Offered Rate (“LIBOR”), for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject in most cases to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. At September 30, 2012, UAL had $2.6 billion of floating rate debt (consisting of United’s $1.9 billion and Continental’s $676 million of debt) and $357 million of fixed rate debt (consisting of United’s $191 million and Continental’s $166 million of debt), with remaining terms of up to ten years, that are subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to nine years and an aggregate balance of $2.9 billion (consisting of United’s $2.1 billion and Continental’s $762 million balance), the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.

Houston Bush Terminal B Redevelopment Project. In May 2011, UAL, in partnership with the Houston Airport System, announced that it would begin construction of the first phase of a potential three-phase $1 billion terminal improvement project for Terminal B at George Bush Intercontinental Airport (“Houston Bush”) by the end of 2011. In November 2011, the City of Houston issued approximately $113 million of special facilities revenue bonds to finance the construction of a new south concourse at Houston Bush dedicated to the Company’s regional jet operations. The bonds are guaranteed by Continental and

are payable from certain rentals paid by Continental under a special facilities lease agreement with the City of Houston. Continental’s initial commitment is to construct the first phase of the originally anticipated three-phase project. Continental’s cost of construction of phase one of the project is currently estimated to be approximately $100 million and is funded by special facilities revenue bonds. Construction of the remaining phases of the project, if any, will be based on demand over the next seven to 10 years, with phase one currently expected to be completed in late 2013.

Based on a qualitative assessment of the Houston Bush Terminal B Redevelopment Project, due to the fact that Continental is guaranteeing the special facilities revenue bonds and the requirement that Continental fund cost overruns with no stated limits, Continental is considered the owner of the property during the construction period for accounting purposes. As a result, the construction project is being treated as a financing transaction such that the property and related financing will be included on UAL’s consolidated balance sheet as an asset under operating property and equipment and as a construction obligation under other long-term liabilities.

Credit Facilities. As of September 30, 2012 the Company had its entire commitment capacity of $500 million available under the Credit and Guaranty Agreement, dated as of December 22, 2011 (the “Revolving Credit Facility”) with a syndicate of banks led by Citibank N.A., as administrative agent. The Revolving Credit Facility has an expiration date of January 30, 2015.

Labor Negotiations. As of September 30, 2012, UAL and its subsidiaries had approximately 88,000 active employees, of whom approximately 80% are represented by various labor organizations. On February 27, 2012, the pilots at both United and Continental agreed to an extension of their protocol for joint negotiations and continue to engage in joint bargaining with the Company for a combined collective bargaining agreement. On August 3, 2012, the Company announced it had reached an agreement in principle with respect to a new joint collective bargaining agreement with the Air Line Pilots Association, International (“ALPA”) representing pilots at United and Continental. The agreement in principle is subject to definitive documentation, and any such definitive documentation is subject to approvals by each of the United and Continental ALPA master executive councils and ratification by the Company’s pilots. See Note 10 of this report for additional information related to negotiations with the pilots work group.

On February 28, 2012, the flight attendants at United ratified a new collective bargaining agreement and, on July 13, 2012, the flight attendants at Continental ratified a new collective bargaining agreement. On July 17, 2012, the Company reached a tentative agreement with its Continental Micronesia flight attendants, which was ratified on August 17, 2012. Joint negotiations will begin shortly for a joint collective bargaining agreement covering all of the Company’s flight attendant work groups.

We are currently in the process of negotiating joint collective bargaining agreements with all of our represented employee groups, including our pilots, fleet and passenger service agents, reservations agents, flight attendants, technicians, dispatchers and storekeepers. Achieving joint collective bargaining agreements with our represented employee groups is likely to increase our labor costs, which increase could be material.

NOTE 9—DEBT

As of September 30, 2012, a substantial portion of our assets are pledged as collateral for our debt. These assets principally consist of aircraft and the related spare parts and engines, route authorities and loyalty program intangible assets. As of September 30, 2012, UAL, United and Continental were in compliance with their respective debt covenants.

Continental EETCs. In March 2012, Continental created two pass-through trusts that issued an aggregate principal amount of $892 million of pass-through certificates. Proceeds from the sale of the certificates are used to purchase equipment notes issued by Continental. Of the $892 million in proceeds raised by the pass-through trusts, Continental had received $577 million as of September 30, 2012, in exchange for Continental’s issuance of an equivalent principal amount of equipment notes, which has been recorded as debt. The remaining amount is expected to be received during the last three months of this year as aircraft are delivered to Continental and Continental issues equipment notes to the trusts. Continental records the debt obligation upon issuance of the equipment notes rather than upon the initial issuance of the pass-through certificates. The proceeds have been and are expected to be used to fund the acquisition of new aircraft, and in the case of currently owned aircraft, for general corporate purposes.

In October 2012, Continental created two pass-through trusts, one of which issued $712 million aggregate principal amount of Class A pass-through certificates with a stated interest rate of 4% and the second of which issued $132 million aggregate principal amount of Class B pass-through certificates with a stated interest rate of 5.5%. The proceeds of the issuance of the Class A and Class B pass-through certificates, which amounted to $844 million, will be used to purchase equipment notes issued by Continental. Continental has not yet received any of the proceeds raised by the pass-through trusts. Continental expects to receive the proceeds from the issuance starting in the fourth quarter of 2012 and continuing through the first seven months of 2013 as aircraft are delivered to Continental and Continental issues equipment notes to the trusts. Continental records the debt obligation upon issuance of the equipment notes rather than upon the initial issuance of the pass-through certificates. The proceeds are expected to be used to fund the acquisition of new aircraft.

The Company evaluated whether the pass-through trusts formed are variable interest entities (“VIEs”) required to be consolidated by the Company under applicable accounting guidance, and determined that the pass-through trusts are VIEs. The Company determined that it does not have a variable interest in the pass-through trusts. The Company does not invest in or obtain a financial interest in the pass-through trusts. Rather, Continental has an obligation to make interest and principal payments on its equipment notes held by the pass-through trusts. The Company did not intend to have any voting or non-voting equity interest in the pass-through trusts or to absorb variability from the pass-through trusts. Based on this analysis, the Company determined that it is not required to consolidate the pass-through trusts.

8% Contingent Senior Notes. UAL is obligated under an indenture to issue to the Pension Benefit Guaranty Corporation (“PBGC”) up to $500 million aggregate principal amount of 8% Notes in up to eight equal tranches of $62.5 million if certain financial triggering events occur (with each tranche issued no later than 45 days following the end of any applicable fiscal year).

During 2011, a financial triggering event under the 8% Notes indenture occurred at both June 30, 2011 and December 31, 2011 and, as a result, UAL issued two tranches of $62.5 million each of the 8% Notes in January 2012, which were recorded during 2011 at their fair value of $88 million as a component of integration costs. In addition, at June 30, 2012, a financial triggering event under the 8% Notes indenture occurred and, as a result, UAL is obligated to issue an additional tranche of $62.5 million of the 8% Notes by February 2013. UAL recorded a liability for the fair value of the obligation of $48 million during the second quarter of 2012.

Special Facility Revenue Refunding Bonds. In August 2012, the New Jersey Economic Development Authority (the “Authority”) issued approximately $101 million of special facility revenue bonds (the “2012 Bonds”) to provide funds for the defeasance of approximately $100 million of the Authority’s previously issued and outstanding special facility revenue bonds maturing on September 15, 2012 (the “Refunded Bonds”). The Refunded Bonds were guaranteed by Continental and payable from certain rental payments made by Continental pursuant to two lease agreements between the Authority and Continental. The 2012 Bonds are payable from certain loan repayments made by Continental under a loan agreement between Continental and the Authority. The 2012 Bonds are recorded by Continental as unsecured long-term debt.

NOTE 10—SPECIAL ITEMS

Special Revenue. During the second quarter of 2011, the Company modified the previously existing United and Continental co-branded credit card agreements with Chase Bank USA, N.A. This modification resulted in the following one-time adjustment to decrease frequent flyer deferred revenue and increase special revenue in accordance with ASU 2009-13 for the nine months ended September 30, 2011 as follows (in millions):


	UAL		United		Continental
Special revenue item	$	107	$	88	$	19

Special Charges. For the three and nine months ended September 30, special charges consisted of the following (in millions):


	Three Months Ended September 30,								Nine Months Ended September 30,
2012	UAL			United		Continental			UAL			United			Continental
Labor agreement costs	$	454		$	296	$	158		$	454		$	296		$	158
Integration-related costs		60			36		24			331			205			126
Voluntary severance and benefits		—			—		—			125			125			—
Gains on sale of assets and other special charges, net		—			—		—			(26	)		(22	)		(4	)

Subtotal special charges		514			332		182			884			604			280
Income tax benefit		—			—		—			(2	)		—			(2	)

Total special charges, net of income taxes	$	514		$	332	$	182		$	882		$	604		$	278


2011	UAL			United		Continental			UAL			United			Continental
Integration-related costs	$	123		$	72	$	51		$	347		$	236		$	111
Gains on aircraft sales		(3	)		—		(3	)		(4	)		—			(4	)

Total	$	120		$	72	$	48		$	343		$	236		$	107

On August 3, 2012, the Company announced it had reached an agreement in principle with respect to a new joint collective bargaining agreement with ALPA representing pilots at United and Continental. The Company recorded $454 million of expense in the third quarter associated with lump sum cash payments that would be made in conjunction with the ratification of the contract and the completion of the integrated pilot seniority list. This charge also includes costs associated with changes to existing pilot disability plans negotiated in connection with the agreement in principle. The lump sum payments are not in lieu of future pay increases and were accrued in the third quarter as a result of the payments becoming probable, primarily due to reaching the agreement in principle. The agreement in principle is subject to definitive documentation, and any such definitive documentation is subject to approvals by each of the United and Continental ALPA master executive councils and ratification by the Company’s pilots. The Company currently expects to make cash payments of approximately $250 million in late 2012 or early 2013 relating to these charges and the balance in subsequent periods.

Integration-related costs include compensation costs related to systems integration and training, costs to repaint aircraft and other branding activities, costs to write-off or accelerate depreciation on systems and facilities that are no longer used or planned to be used for significantly shorter periods, relocation costs for employees and severance primarily associated with administrative headcount reductions.

In addition, financial triggering events under the 8% Notes indenture occurred at both June 30, 2012 and 2011 and as a result, UAL became obligated to issue one tranche of $62.5 million in aggregate principal amount of the 8% Notes with respect to each of these financial triggering events. The obligation to issue these tranches was recorded at their fair values of $48 million and $49 million as of June 30, 2012 and 2011, respectively. Both obligations described above were recorded as integration-related costs because the financial results of UAL, excluding Continental’s results, would not have resulted in triggering events under the 8% Notes indenture.

During the nine months ended September 30, 2012, the Company recorded $125 million of severance and benefits associated with three voluntary employee programs. During the first quarter of 2012, approximately 400 mechanics offered to retire early in exchange for a cash severance payment that was based on the number of years of service each employee had accumulated. The Company also offered a voluntary leave of absence program that approximately 1,800 flight attendants accepted, which allows for continued medical coverage during the leave of absence period. During the second quarter of 2012, as part of the recently amended collective bargaining agreement with the Association of Flight Attendants, the Company offered a voluntary program for flight attendants at United to retire early in exchange for a cash severance payment. The payments are dependent on the number of years of service each employee has accumulated. Approximately 1,300 flight attendants accepted this program and the expense for this voluntary program is approximately $76 million.

In addition, the Company sold nine aircraft during the first nine months of 2012. The Company also made adjustments to certain legal reserves.

The Company expects to consolidate its headquarters facilities by mid-2013. During the consolidation process, the Company expects to record special charges for accelerated depreciation and lease expense on unused facilities associated with the facility that it vacates. The Company estimates that future charges will be approximately $45 million to $65 million in total, which are expected to be recorded in late 2012 through 2013.

Accruals

The accrual for severance and medical costs was $59 million, $42 million and $17 million related to UAL, United and Continental, respectively, as of September 30, 2012. In addition, the accrual balance of future lease payments on permanently grounded aircraft was $6 million for both UAL and United as of September 30, 2012.

The severance-related accrual as of September 30, 2012, which primarily relates to the integration of United and Continental, is expected to be paid through 2014. Lease payments for grounded aircraft are expected to continue through 2013.

At September 30, 2011, the accrual balance for severance and medical costs was $73 million, $42 million and $31 million related to UAL, United and Continental, respectively. In addition, the accrual balance of future lease payments on permanently grounded aircraft was $31 million for both UAL and United as of September 30, 2011.

NOTE 11—RELATED PARTY TRANSACTIONS

Intercompany transactions—United and Continental

United and Continental perform services for one another including various aircraft maintenance services, aircraft ground handling and jet fuel provisions at certain airports. For the three and nine months ended September 30, 2012, United provided $196 million and $317 million of services to Continental, respectively, and Continental provided $61 million and $155 million of services to United, respectively. These amounts do not include interline billings, which are common among airlines for various transportation-related services. Many of these transactions are routinely settled through the clearing house, which is customarily used in the monthly settlement of such items. Transactions not settled through the clearing house are typically settled in cash on a quarterly basis. As of September 30, 2012, Continental had a net current payable of $2.5 billion to United primarily related to the transfer of the current portion of the frequent flyer liability and the cash transfer from United in conjunction with the conversion to the new passenger service system, as described below. In addition, Continental had a $448 million noncurrent payable to United associated with the transfer of the long-term portion of the frequent flyer liability at September 30, 2012.

Frequent flyer program transition

In the first quarter of 2012, the Company moved to a single loyalty program. Continental’s loyalty program formally ended in the first quarter of 2012, at which point United automatically enrolled Continental OnePass program members in the MileagePlus program and deposited into those MileagePlus accounts award miles equal to these members’ OnePass award miles balance. In March 2012, the related frequent flyer deferred revenue and advance purchase of miles liabilities for the OnePass program was transferred to United with a corresponding liability recorded by Continental payable to United for assuming the frequent flyer obligations. No gain or loss was incurred from the transaction as the liabilities were transferred at their respective net book value. The obligation associated with this transfer will be settled by Continental through future redemptions by MileagePlus members on Continental operated flights.

Passenger service system and ticket stock integration

In March 2012, Continental and United converted to a single passenger service system, allowing the Company to operate using a single reservations system, carrier code, flight schedule, website and departure control system. In conjunction with the conversion to a single passenger service system, all tickets are now sold by United. As a result, the air traffic liability of Continental is diminishing as tickets previously sold by Continental are used or refunded and United’s advanced ticket sales liability and associated cash receipts from the ticket sales will increase accordingly. Subsequent to the system conversion, United transferred cash to Continental each month, such transfers being netted against amounts owed to Continental for segments flown by Continental on United ticket stock. Revenue will continue to be recorded by the carrier that is operating the flight.

Revenue and expense allocation

In November 2011, the Company received a single operating certificate from the Federal Aviation Administration. The Company plans to merge Continental and United into one legal entity. Once this legal merger occurs, the financial statements of United and Continental will be combined at their historical cost for all periods presented beginning on October 1, 2010, the date on which Continental became a wholly-owned subsidiary of UAL, and there will no longer be a requirement to separately report the historical financial statements of Continental.

Until Continental and United are merged into one legal entity, revenue and expenses will continue to be recorded by each entity based on either specific identification of the related transaction, where applicable, or appropriate allocations based on metrics that are systematic and rational. Certain revenues and expenses that were previously recorded based on a specific identification were allocated in March 2012 in connection with the conversion to a single passenger service system. We believe the allocated amounts will generally be comparable to historical amounts.

Each airline will continue to record actual expenses for aircraft that are owned or leased and passenger revenue will be determined on an actual basis for the carrier operating the flight. The table below illustrates a summary of the primary allocation metrics to be used:


Account		Allocation metric between subsidiaries
Operating revenue:

Passenger		Actual ticket revenue based on specifically identified flights operated by each carrier. Frequent flyer component of passenger revenue is allocated to Continental based on historic revenue passenger miles (“RPMs”) split between carriers and rate at which outstanding frequent flyer liability was transferred from Continental to United at single passenger service system conversion for calculating frequent flyer impact. Regional revenue, based on the carrier that contracted with the regional carrier

Cargo		Actual by operating carrier

Other operating		Passenger related based on passenger revenue and other based on passengers enplaned or other similar criteria

Operating expense:

Aircraft fuel		Actual by operating carrier

Salaries and related costs		Actual for operational workgroups and allocation based on historical RPMs for administrative personnel. Profit sharing expense is allocated based on the proportional profit of each operating entity

Regional capacity purchase		Actual based on specific identification of the carrier that contracted with regional carrier for flying

Landing fees and other rent		Allocation based on passengers enplaned

Aircraft maintenance materials and outside repairs		Actual based on the specific identification of each carrier’s aircraft

Depreciation and amortization		Specific identification of carriers’ operational assets (i.e. flight equipment) and intangible assets and allocation based on historical RPMs for other assets

Distribution expenses		Allocation based on passenger revenue

Aircraft rent		Actual based on specific identification of each carrier’s aircraft

Special charges		Specific identification. Labor agreement costs are allocated based on salaries of respective work groups

Other operating expenses		Specific identification where applicable and allocation based on historical RPMs for other

Total net revenue allocated from United to Continental amounted to $332 million and $760 million for the three and nine months ended September 30, 2012, respectively.

Total net expenses allocated from United to Continental amounted to $109 million and $232 million for the three and nine months ended September 30, 2012, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

The Company transports people and cargo through its mainline operations, which utilize jet aircraft with at least 100 seats, and regional operations, which utilize smaller aircraft that are operated under contract by United Express carriers. The Company serves virtually every major market around the world, either directly or through participation in Star Alliance ^® , the world’s largest airline alliance. The Company offers approximately 5,600 daily departures to 378 destinations.

Third Quarter Financial Highlights

•

UAL’s third quarter 2012 net income was $520 million, or $1.35 diluted earnings per share, excluding $514 million of special charges, net of tax. Including special charges, UAL’s third quarter 2012 net income was $6 million, or $0.02 diluted earnings per share.

•

UAL’s passenger revenue decreased 2.6% during the third quarter of 2012 as compared to the third quarter of 2011.

•

UAL’s third quarter 2012 fuel cost increased 1.0% year-over-year.

•

UAL’s unrestricted liquidity was $7.2 billion, including $500 million of undrawn commitments under a revolving credit facility.

Third Quarter Operational Highlights

•

UAL’s traffic and capacity decreased 1.5% and 1.4%, respectively, during the third quarter of 2012 as compared to the third quarter of 2011. The Company’s load factor for the third quarter of 2012 was 85.2%.

•

For the quarter ended September 30, 2012, the Company recorded a U.S. Department of Transportation on-time arrival rate of 72.4% and a system completion factor of 98.6%.

•

The Company took delivery of one new Boeing 787-8 aircraft and three new Boeing 737-900ER aircraft during the third quarter of 2012.

Outlook

In order to generate sustained profitability over the business cycle, the Company manages its capacity to meet balance with expected demand for travel. The Company has reduced and plans to reduce full year 2012 consolidated capacity by reducing flight frequencies, indefinitely postponing the start of flights to certain markets and exiting less profitable markets. For the first nine months of 2012, consolidated capacity decreased 0.6% compared to the nine months ended September 30, 2011, and, as compared to 2011 capacity, the Company expects full-year 2012 consolidated capacity to decrease 1.0% to 1.2% year-over-year, with full-year 2012 domestic capacity to decrease 1.8% to 2.0% and full-year 2012 international capacity to be between a decrease of 0.1% and an increase of 0.1%. The Company is also analyzing the removal of certain less fuel-efficient aircraft from its fleet and other cost-saving measures.

Integration

The Company has made significant progress in integrating its products, services, policies and a number of information technology systems. During the third quarter, the Company continued to redeploy aircraft across its global network, better matching aircraft and demand on a route by route basis. In August 2012, the Company reached an agreement in principle with respect to a new joint collective bargaining agreement with the Air Line Pilots Association, International representing pilots at United and Continental.

RESULTS OF OPERATIONS

The following discussion provides an analysis of UAL’s results of operations and reasons for material changes therein for the three and nine months ended September 30, 2012 as compared to the corresponding periods in 2011.

Third Quarter 2012 Compared to Third Quarter 2011

UAL recorded net income of $6 million in the third quarter of 2012 as compared to net income of $653 million in the third quarter of 2011. Excluding special items, UAL had net income of $520 million in the third quarter of 2012 as compared to net income of $773 million in the third quarter of 2011. See “Reconciliation of GAAP to non-GAAP Financial Measures” at the end of this item for additional information related to non-GAAP financial measures. We consider a key measure of our performance to be operating income, which was $200 million for the third quarter of 2012, as compared to $935 million for the third quarter of 2011. Significant components of our operating results for the three months ended September 30 are as follows (in millions, except percentage changes):


	2012			2011			Increase (Decrease)			% Increase (Decrease)
Operating Revenue	$	9,909		$	10,171		$	(262	)		(2.6	)
Operating Expenses		9,709			9,236			473			5.1

Operating Income		200			935			(735	)		(78.6	)
Nonoperating Expense		(185	)		(275	)		(90	)		(32.7	)
Income Tax Expense		9			7			2			28.6

Net Income	$	6		$	653		$	(647	)		(99.1	)

Certain consolidated statistical information for UAL’s operations for the three months ended September 30 is as follows:


	2012			2011			Increase (Decrease)			% Increase (Decrease)
Passengers (thousands) (a)		37,588			38,019			(431	)		(1.1	)
Revenue Passenger Miles (“RPMs”) (millions) (b)		56,021			56,853			(832	)		(1.5	)
Available Seat Miles (“ASMs”) (millions) (c)		65,734			66,635			(901	)		(1.4	)
Passenger load factor (d)		85.2	%		85.3	%		(0.1	) pts.		N/A
Passenger revenue per available seat mile (“PRASM”) (cents)		13.35			13.52			(0.17	)		(1.3	)
Average yield per revenue passenger mile (cents) (e)		15.66			15.85			(0.19	)		(1.2	)
Cost per available seat mile (“CASM”) (cents)		14.77			13.86			0.91			6.6
Average price per gallon of fuel, including fuel taxes	$	3.19		$	3.16		$	0.03			0.9
Fuel gallons consumed (millions)		1,069			1,066			3			0.3
Average full-time equivalent employees		85,400			82,300			3,100			3.8

(a)	The number of revenue passengers measured by each flight segment flown.

(b)	The number of scheduled miles flown by revenue passengers.

(c)	The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.

(d)	Revenue passenger miles divided by available seat miles.

(e)	The average passenger revenue received for each revenue passenger mile flown.

Operating Revenue

The table below shows year-over-year comparisons by type of operating revenue for the three months ended September 30 (in millions, except for percentage changes):


	2012		2011		Increase (Decrease)			% Change
Passenger—Mainline	$	6,993	$	7,237	$	(244	)		(3.4	)
Passenger—Regional		1,781		1,772		9			0.5

Total passenger revenue		8,774		9,009		(235	)		(2.6	)
Cargo		246		283		(37	)		(13.1	)
Other operating revenue		889		879		10			1.1

	$	9,909	$	10,171	$	(262	)		(2.6	)

NM- Not meaningful

The table below presents selected passenger revenue and operating data, broken out by geographic region, expressed as third quarter year-over-year changes:


	Domestic			Pacific			Atlantic			Latin			Total Mainline			Regional			Consolidated
Increase (decrease) from 2011:
Passenger revenue (in millions)	$	(203	)	$	144		$	(139	)	$	(46	)	$	(244	)	$	9		$	(235	)
Passenger revenue		(5.8	)%		11.0	%		(8.0	)%		(6.8	)%		(3.4	)%		0.5	%		(2.6	)%
Average fare per passenger		(1.3	)%		2.8	%		(4.4	)%		(7.4	)%		(0.2	)%		(2.6	)%		(1.5	)%
Yield		(2.6	)%		7.2	%		(3.7	)%		(9.4	)%		(1.5	)%		(0.9	)%		(1.2	)%
PRASM		(4.2	)%		9.9	%		(4.5	)%		(8.3	)%		(2.0	)%		1.6	%		(1.3	)%
Average stage length		2.9	%		0.8	%		0.2	%		2.7	%		2.4	%		(1.1	)%		1.2	%
Passengers		(4.5	)%		8.0	%		(3.8	)%		0.6	%		(3.2	)%		3.2	%		(1.1	)%
RPMs (traffic)		(3.2	)%		3.6	%		(4.5	)%		2.9	%		(1.9	)%		1.4	%		(1.5	)%
ASMs (capacity)		(1.7	)%		1.0	%		(3.7	)%		1.6	%		(1.4	)%		(1.1	)%		(1.4	)%
Passenger load factor (points)		(1.4	)		2.1			(0.7	)		1.1			(0.4	)		2.0			(0.1	)

Consolidated passenger revenue in the third quarter of 2012 decreased 2.6% as compared to the year-ago period due to a reduction in capacity which resulted in a decline in the number of passengers flown year-over-year. Additionally, the consolidated average fare per passenger and yield declined 1.5% and 1.2%, respectively, during the third quarter of 2012 versus the same period in 2011.

Cargo revenue decreased $37 million, or 13.1%, in the third quarter of 2012 as compared to the year-ago period due to lower volumes on freight across all regions except Latin America.

Operating Expenses

The table below includes data related to UAL’s operating expenses for the three months ended September 30 (in millions, except for percentage changes):


	2012		2011		Increase (Decrease)			% Change
Aircraft fuel	$	3,406	$	3,371	$	35			1.0
Salaries and related costs		2,038		2,020		18			0.9
Regional capacity purchase		628		619		9			1.5
Landing fees and other rent		504		476		28			5.9
Aircraft maintenance materials and outside repairs		469		447		22			4.9
Depreciation and amortization		379		384		(5	)		(1.3	)
Distribution expenses		356		377		(21	)		(5.6	)
Aircraft rent		245		255		(10	)		(3.9	)
Special charges		514		120		394			NM
Other operating expenses		1,170		1,167		3			0.3

	$	9,709	$	9,236	$	473			5.1

Aircraft fuel expense increased $35 million, or 1.0%, year-over-year due primarily to fuel hedge losses in the current quarter versus gains in the third quarter of 2011. The table below presents the significant changes in aircraft fuel cost per gallon in the three month period ended September 30, 2012 as compared to the year-ago period:


	(In millions)									Average price per gallon
	2012			2011			% Change			2012			2011			% Change
Total aircraft fuel purchase cost excluding fuel hedge impacts	$	3,368		$	3,465			(2.8	)	$	3.15		$	3.25			(3.1	)
Fuel hedge gains (losses) reported in fuel expense		(38	)		94			NM			(0.04	)		0.09			NM

Fuel expense as reported		3,406			3,371			1.0			3.19			3.16			0.9
Fuel hedge non-cash mark-to-market gains (losses) (a)		12			(56	)		NM			0.02			(0.05	)		NM

Fuel expense including all fuel hedge impacts	$	3,394		$	3,427			(1.0	)	$	3.17		$	3.21			(1.2	)

Total fuel consumption (gallons)		1,069			1,066			0.3

(a)	Includes ineffectiveness gains (losses) and non-cash mark-to-market gains (losses) on all open fuel hedge positions. These amounts are recorded in Nonoperating income (expense): Miscellaneous, net.

Salaries and related costs increased $18 million, or 0.9%, in the third quarter of 2012 as compared to the year-ago period due to several factors, including a 3.8% increase in the number of average full-time employees, higher pay rates primarily driven by new joint collective bargaining agreements, and overtime for airport and call center employees related to our conversion to a single passenger service system offset by decreases in profit sharing.

Landing fees and other rent increased $28 million, or 5.9%, in the third quarter of 2012 as compared to the year-ago period primarily due to credits (refunds) received in 2011 as a result of certain airports’ audits of prior period payment, and an increase in such fees paid in 2012 as compared to 2011.

Aircraft maintenance materials and outside repairs increased $22 million, or 4.9%, in the third quarter of 2012 as compared to the year-ago period due primarily to higher rates on maintenance contracts.

Distribution expenses decreased $21 million, or 5.6%, in the third quarter of 2012 as compared to the year-ago period due to reduced fees with our online ticket agents, lower credit card discount fees driven by legislation reducing costs on debit card sales, and lower volume of global distribution systems fees paid in 2012 as compared to 2011.

Details of UAL’s special charges include the following for the three months ended September 30 (in millions):


	2012		2011
Labor agreement costs	$	454	$	—
Integration-related costs		60		123
Gains on sale of assets and other special charges, net		—		(3	)

Special charges	$	514	$	120

See Note 10 to the financial statements included in Part I, Item I of this report.

Nonoperating Income (Expense). The following table illustrates the year-over-year dollar and percentage changes in UAL’s nonoperating income (expense) for the three months ended September 30 (in millions, except for percentage changes):


	2012			2011			Increase (Decrease)			% Change
Interest expense	$	(202	)	$	(227	)	$	(25	)		(11.0	)
Interest capitalized		9			10			(1	)		(10.0	)
Interest income		4			6			(2	)		(33.3	)
Miscellaneous, net		4			(64	)		(68	)		NM

Total	$	(185	)	$	(275	)	$	(90	)		(32.7	)

Interest expense decreased $25 million, or 11.0%, in the third quarter of 2012, compared to the year-ago period primarily due to a decrease in debt outstanding during the third quarter of 2012 as compared to debt outstanding during the year-ago period.

During the third quarter of 2012, miscellaneous, net included a fuel hedge ineffectiveness gain of $2 million primarily resulting from an increase in fuel hedge values in excess of the increase in aircraft fuel prices as compared to a fuel hedge ineffectiveness loss of $56 million in the year ago period. Third quarter 2012 miscellaneous, net also included mark-to-market gains of $10 million from derivatives not qualifying for hedge accounting as compared to $0 in the year ago period.

Income Taxes. Our effective tax rates are lower than the federal statutory rate of 35% primarily because of the impact of changes to existing valuation allowances. We continue to provide a valuation allowance for our deferred tax assets in excess of deferred tax liabilities because management has concluded that it is more likely than not that such deferred tax assets will ultimately not be realized. See Note 4 to the financial statements contained in Part I, Item 1 of this report for information related to this matter.

First Nine Months 2012 Compared to First Nine Months 2011

UAL recorded a net loss of $103 million in the first nine months of 2012 as compared to net income of $978 million in the first nine months of 2011. Excluding special items, UAL had net income of $779 million in the first nine months of 2012 as compared to net income of $1.2 billion in the first nine months of 2011. See “Reconciliation of GAAP to non-GAAP Financial Measures” at the end of this item for additional information related to non-GAAP financial measures. We consider a key measure of our performance to be operating income, which was $504 million for the first nine months of 2012, as compared to $1.8 billion for the first nine months of 2011. Significant components of our operating results for the first nine months of 2012 are as follows (in millions, except percentage changes):


	2012			2011			Increase (Decrease)			% Increase (Decrease)
Operating Revenue	$	28,450		$	28,182		$	268			1.0
Operating Expenses		27,946			26,405			1,541			5.8

Operating Income		504			1,777			(1,273	)		(71.6	)
Nonoperating Expense		(596	)		(786	)		(190	)		(24.2	)
Income Tax Expense		11			13			(2	)		(15.4	)

Net Income (Loss)	$	(103	)	$	978		$	(1,081	)		NM

NM - Not meaningful

Certain consolidated statistical information for UAL’s operations for the nine months ended September 30 is as follows:


	2012			2011			Increase (Decrease)			% Increase (Decrease)
Passengers (thousands) (a)		107,186			107,608			(422	)		(0.4	)
RPMs (millions) (b)		157,619			158,062			(443	)		(0.3	)
ASMs (millions) (c)		190,694			191,814			(1,120	)		(0.6	)
Passenger load factor (d)		82.7	%		82.4	%		0.3	pts.		N/A
PRASM (cents)		13.14			12.87			0.27			2.1
Average yield per revenue passenger mile (cents) (e)		15.89			15.62			0.27			1.7
CASM (cents)		14.65			13.77			0.88			6.4
Average price per gallon of fuel, including fuel taxes	$	3.27		$	3.02		$	0.25			8.3
Fuel gallons consumed (millions)		3,071			3,069			2			0.1
Average full-time equivalent employees		84,600			81,500			3,100			3.8

(a)	The number of revenue passengers measured by each flight segment flown.

(b)	The number of scheduled miles flown by revenue passengers.

(c)	The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.

(d)	Revenue passenger miles divided by available seat miles.

(e)	The average passenger revenue received for each revenue passenger mile flown.

Operating Revenue

The table below shows year-over-year comparisons by type of operating revenue for the nine months ended September 30 (in millions, except for percentage changes):


	2012		2011		Increase (Decrease)			% Change
Passenger—Mainline	$	19,891	$	19,780	$	111			0.6
Passenger—Regional		5,159		4,916		243			4.9

Total passenger revenue		25,050		24,696		354			1.4
Cargo		775		882		(107	)		(12.1	)
Special revenue item		—		107		(107	)		NM
Other operating revenue		2,625		2,497		128			5.1

	$	28,450	$	28,182	$	268			1.0

The table below presents selected passenger revenue and operating data, broken out by geographic region, expressed as year-over-year changes for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011:


	Domestic			Pacific			Atlantic			Latin			Total Mainline			Regional			Consolidated
Increase (decrease) from 2011:
Passenger revenue (in millions)	$	(142	)	$	344		$	(99	)	$	8		$	111		$	243		$	354
Passenger revenue		(1.4	)%		9.9	%		(2.2	)%		0.4	%		0.6	%		4.9	%		1.4	%
Average fare per passenger		2.0	%		3.3	%		0.3	%		(0.7	)%		2.8	%		1.4	%		1.8	%
Yield		0.5	%		5.5	%		0.5	%		(3.3	)%		1.1	%		3.2	%		1.7	%
PRASM		0.3	%		5.5	%		0.3	%		(1.6	)%		1.1	%		6.1	%		2.1	%
Average stage length		2.8	%		2.2	%		0.9	%		2.8	%		3.0	%		(2.5	)%		1.3	%
Passengers		(3.4	)%		6.5	%		(2.5	)%		1.2	%		(2.2	)%		3.5	%		(0.4	)%
RPMs (traffic)		(1.9	)%		4.2	%		(2.7	)%		3.9	%		(0.6	)%		1.7	%		(0.3	)%
ASMs (capacity)		(1.7	)%		4.1	%		(2.5	)%		2.0	%		(0.5	)%		(1.1	)%		(0.6	)%
Passenger load factor (points)		(0.3	)		—			(0.2	)		1.4			—			2.2			0.3

Consolidated passenger revenue in the first nine months of 2012 increased 1.4% as compared to the year-ago period primarily due to increases in consolidated average fare per passenger and yield, which increased by 1.8% and 1.7%, respectively. Passenger revenue increased in 2011 as a result of certain accounting changes. In conjunction with these changes, the Company recorded a special adjustment in 2011 to decrease frequent flyer deferred revenue and increase revenue by $107 million in connection with a modification to its co-branded credit card agreement with Chase Bank USA, N.A.

Cargo revenue decreased $107 million, or 12.1%, in the first nine months of 2012 as compared to the year-ago period due to lower volumes on freight and mail across all regions.

Other operating revenue increased $128 million, or 5.1%, in the first nine months of 2012 as compared to the year-ago period primarily due to an increase in sales volume of miles to third parties.

Operating Expenses

The table below includes data related to UAL’s operating expenses for the nine months ended September 30 (in millions, except for percentage changes):


	2012		2011		Increase (Decrease)			% Change
Aircraft fuel	$	10,043	$	9,270	$	773			8.3
Salaries and related costs		5,959		5,742		217			3.8
Regional capacity purchase		1,887		1,807		80			4.4
Landing fees and other rent		1,476		1,451		25			1.7
Aircraft maintenance materials and outside repairs		1,308		1,330		(22	)		(1.7	)
Depreciation and amortization		1,137		1,157		(20	)		(1.7	)
Distribution expenses		1,038		1,102		(64	)		(5.8	)
Aircraft rent		747		760		(13	)		(1.7	)
Special charges		884		343		541			NM
Other operating expenses		3,467		3,443		24			0.7

	$	27,946	$	26,405	$	1,541			5.8

Aircraft fuel expense increased $773 million, or 8.3%, year-over-year due to fuel hedge losses in the first nine months of 2012 versus gains in the first nine months of 2011. The table below presents the significant changes in aircraft fuel cost per gallon in the nine months ended September 30, 2012 as compared to the year-ago period.


	(In millions)								Average price per gallon
	2012			2011			% Change		2012			2011			% Change
Total aircraft fuel purchase cost excluding fuel hedge impacts	$	9,936		$	9,796			1.4	$	3.24		$	3.19			1.6
Fuel hedge gains (losses) reported in fuel expense (a)		(107	)		526			NM		(0.03	)		0.17			NM

Fuel expense as reported		10,043			9,270			8.3		3.27			3.02			8.3
Settled fuel hedge losses not recorded in fuel expense (b)		(1	)		(5	)		NM		—			—			NM

Fuel expense including all gains (losses) from settled fuel hedges		10,044			9,275			8.3		3.27			3.02			8.3
Fuel hedge non-cash mark-to-market gains (losses) (c)		9			(82	)		NM		—			(0.03	)		NM

Fuel expense including all fuel hedge impacts	$	10,035		$	9,357			7.2	$	3.27		$	3.05			7.2

Total fuel consumption (gallons)		3,071			3,069			0.1

(a)	Includes gains (losses) from settled hedges that were designated for hedge accounting.

(b)	Includes ineffectiveness gains (losses) and gains (losses) on derivatives not designated for hedge accounting. These amounts are recorded in Nonoperating income (expense): Miscellaneous, net.

(c)	Includes ineffectiveness gains (losses) and non-cash mark-to-market gains (losses) on all open fuel hedge positions. These amounts are recorded in Nonoperating income (expense): Miscellaneous, net.

Salaries and related costs increased $217 million, or 3.8%, in the first nine months of 2012 as compared to the year-ago period due to several factors including a 3.8% increase in the number of average full-time employees, higher pay rates primarily driven by new collective bargaining agreements, and additional overtime for airport and call center employees related to our conversion to a single passenger service system.

Regional capacity purchase increased $80 million, or 4.4%, in the first nine months of 2012 as compared to the year-ago period primarily due to contractual amendments with one of our regional carrier partners to shift the arrangement from a prorate agreement to a capacity purchase agreement and also due to an increase in the contractual rates with such regional carrier partner.

Distribution expenses decreased $64 million, or 5.8%, in the first nine months of 2012 as compared to the year-ago period due to reduced fees with our online ticket agents, lower credit card discount fees driven by legislation reducing costs on debit card sales and lower volume of global distribution systems fees paid in 2012 as compared to 2011.

Details of UAL’s special charges include the following for the nine months ended September 30 (in millions):


	2012			2011
Labor agreement costs	$	454		$	—
Integration-related costs		331			347
Voluntary severance and benefits		125			—
Gains on sale of assets and other special charges, net		(26	)		(4	)

Special charges	$	884		$	343

See Note 10 to the financial statements included in Part I, Item I of this report.

Nonoperating Income (Expense). The following table illustrates the year-over-year dollar and percentage changes in UAL’s nonoperating income (expense) for the first nine months September 30 (in millions, except for percentage changes):


	2012			2011			Increase (Decrease)			% Change
Interest expense	$	(631	)	$	(731	)	$	(100	)		(13.7	)
Interest capitalized		26			24			2			8.3
Interest income		16			15			1			6.7
Miscellaneous, net		(7	)		(94	)		(87	)		(92.6	)

Total	$	(596	)	$	(786	)	$	(190	)		(24.2	)

Interest expense decreased $100 million, or 13.7%, in the first nine months of 2012, compared to the year-ago period primarily due to a decrease in debt outstanding during the first nine months of 2012 as compared to debt outstanding during the year-ago period.

During the first nine months of 2012, miscellaneous, net included a fuel hedge ineffectiveness loss of $2 million primarily resulting from a decrease in fuel hedge ineffectiveness as compared to a loss of $87 million in the year-ago period. The first nine months of 2012 miscellaneous, net also included mark-to-market gains of $10 million from derivatives not qualifying for hedge accounting as compared to $0 in the year ago period.

LIQUIDITY AND CAPITAL RESOURCES

Current Liquidity

As of September 30, 2012, UAL had $6.7 billion in unrestricted cash, cash equivalents and short-term investments, as compared to $7.8 billion at December 31, 2011. At September 30, 2012, UAL also had $471 million of restricted cash and cash equivalents, which is primarily collateral for performance bonds, letters of credit, estimated future workers’ compensation claims and credit card processing agreements. As of September 30, 2012, the Company had its entire commitment capacity of $500 million under the Revolving Credit Facility available for letters of credit or borrowings.

As is the case with many of our principal competitors, we have a high proportion of debt compared to capital. We have a significant amount of fixed obligations, including debt, aircraft leases and financings, leases of airport property and other facilities, and pension funding obligations. At September 30, 2012, UAL had approximately $12.2 billion of debt and capital lease obligations, including $1.8 billion that will become due in the next 12 months. In addition, we have substantial non-cancelable commitments for capital expenditures, including the acquisition of new aircraft and related spare engines.

The Company will continue to evaluate opportunities to repurchase its debt in open market transactions to reduce its indebtedness and the amount of interest paid on its indebtedness.

As of September 30, 2012, UAL had firm commitments to purchase 100 Boeing 737 MAX 9 aircraft scheduled for delivery from 2018 through 2022. UAL also had options to purchase an additional 100 Boeing 737 MAX 9 aircraft. UAL had the right, and intends in the future, to assign its interest under the purchase agreement for the 737 MAX 9 aircraft with respect to one or more of the aircraft to either United or Continental.

As of September 30, 2012, United had firm commitments to purchase 100 new aircraft (25 Boeing 787 aircraft, 50 Boeing 737-900ER aircraft and 25 Airbus A350XWB aircraft) scheduled for delivery from 2013 through 2019. United also had options and purchase rights for 164 additional Boeing and Airbus aircraft.

As of September 30, 2012, Continental had firm commitments to purchase 68 new aircraft (44 Boeing 737 aircraft and 24 Boeing 787 aircraft) scheduled for delivery from October 1, 2012 through 2016. Continental also had options to purchase 83 Boeing aircraft. From October 1, 2012 through December 31, 2012, Continental expects to take delivery of six Boeing 737-900ER aircraft and four Boeing 787-8 aircraft.

Continental had arranged for enhanced equipment trust certificate (“EETC”) financing of 20 Boeing 737-900ER aircraft and six Boeing 787-8 aircraft scheduled for delivery through July 2013. In addition, United had secured considerable backstop financing commitments from its widebody aircraft and engine manufacturers, subject to certain customary conditions. See Note 9 to the financial statements included in Part I, Item I of this report for additional information. However, UAL and United do not have backstop financing or any other financing currently in place for their firm narrowbody aircraft orders with Boeing, and Continental does not have backstop financing or any other financing currently in place for its other Boeing aircraft on order. Financing will be necessary to satisfy the Company’s capital commitments for its firm order aircraft and other related capital expenditures. The Company can provide no assurance that any financing not already in place for aircraft and spare engine deliveries will be available to the Company on acceptable terms when necessary or at all.

As of September 30, 2012, the Company has total capital commitments primarily related to aircraft and related spare engines, aircraft improvements and acquisition of information technology services and assets of approximately $18.4 billion, of which approximately $0.9 billion, $1.5 billion, $1.7 billion, $1.9 billion, $2.8 billion and $9.6 billion are due in the last three months of 2012, 2013, 2014, 2015, 2016 and thereafter, respectively.

Any incremental firm aircraft orders, including through the exercise of purchase options, will increase the total future capital commitments of the Company, United and/or Continental.

As of September 30, 2012, a substantial portion of UAL’s assets, principally aircraft, aircraft spare parts, route authorities and certain other intangible assets, were pledged under various loan and other agreements. We must sustain our profitability and/or access the capital markets to meet our significant long-term debt and capital lease obligations and future commitments for capital expenditures, including the acquisition of aircraft and related spare engines.

Credit Ratings. As of the filing date of this report, UAL, United and Continental had the following corporate credit ratings:

S&P

Moody’s

Fitch

UAL

United

Continental

These credit ratings are below investment grade levels. Downgrades from these rating levels, among other things, could restrict the availability, or increase the cost of future financing for the Company.

Sources and Uses of Cash

Operating Activities. UAL’s cash flow provided by operations for the nine months ended September 30, 2012 was $845 million compared to $2.1 billion in the same period in 2011. The decrease is attributable to a decrease in the Company’s net income year-over-year and the cash flow impact of certain working capital items.

Investing Activities. UAL’s capital expenditures, net of financings, were $774 million and $510 million in the nine months ended September 30, 2012 and 2011, respectively. UAL’s capital expenditures for the nine months ended September 30, 2012 were primarily attributable to the purchase of new Boeing aircraft and other fleet-related expenditures to improve the onboard experience of our existing aircraft.

In addition to capital expenditures during the nine months ended September 30, 2012, Continental acquired four aircraft through the issuance of debt, as discussed under Financing Activities below.

The purchase of short-term investments decreased to $22 million in the nine months ended September 30, 2012 from $754 million in the nine months ended September 30, 2011.

Financing Activities. In March 2012, Continental created two pass-through trusts which issued an aggregate principal amount of $892 million of pass-through certificates. Proceeds from the sale of the certificates are used to purchase equipment notes issued by Continental. Of the $892 million in proceeds raised by the pass-through trusts, Continental had received $577 million as of September 30, 2012, in exchange for Continental’s issuance of an equivalent principal amount of equipment notes, which has been recorded as debt. The remaining amount is expected to be received during the last three months of this year as aircraft are delivered to Continental and Continental issues equipment notes to the trusts. Continental records the debt obligation upon issuance of the equipment notes rather than upon the initial issuance of the pass-through certificates. The proceeds have been and are expected to be used to fund the acquisition of new aircraft, and in the case of currently owned aircraft, for general corporate purposes.

During the nine months ended September 30, 2012, UAL made debt and capital lease payments of $1.2 billion. These payments include $195 million related to Continental’s Series 2002-1 EETCs.

In August 2012, the New Jersey Economic Development Authority (the “Authority”) issued approximately $101 million of special facility revenue bonds (the “2012 Bonds”) to provide funds for the defeasance of approximately $100 million of the Authority’s previously issued and outstanding special facility revenue bonds maturing on September 15, 2012 (the “Refunded Bonds”). The Refunded Bonds were guaranteed by Continental and payable from certain rental payments made by Continental pursuant to two lease agreements between the Authority and Continental. The 2012 Bonds are payable from certain loan repayments made by Continental under a loan agreement between Continental and the Authority. The 2012 Bonds are recorded by Continental as unsecured long-term debt.

Commitments, Contingencies and Liquidity Matters

As described in the 2011 Annual Report, the Company’s liquidity may be adversely impacted by a variety of factors, including, but not limited to, obligations associated with fuel hedge settlements and related collateral requirements, pension funding obligations, reserve requirements associated with credit card processing agreements, guarantees, commitments and contingencies. See the 2011 Annual Report and Notes 5, 7, 8 and 9 to the financial statements contained in Part I, Item 1 of this report for information related to these matters.

United and Continental—Results of Operations

Until Continental and United are merged into one legal entity, revenue and expenses will continue to be recorded by each entity based on either specific identification of the related transaction, where applicable, or appropriate allocations based on metrics that are systematic and rational. Each airline will continue to record actual expenses for aircraft that are owned or leased and passenger revenue will be determined on an actual basis for the carrier operating the flight.

United

The following table presents information related to United’s results of operations for the three and nine months ended September 30 (in millions, except percentage changes):


	Three Months Ended September 30,									Nine Months Ended September 30,
	2012			2011			% Change			2012			2011			% Change
Operating Revenue:
Passenger revenue	$	4,761		$	5,085			(6.4	)	$	13,523		$	13,807			(2.1	)
Special revenue items		—			—			NM			—			88			NM
Cargo and other revenue		895			772			15.9			2,383			2,208			7.9

Total revenue	$	5,656		$	5,857			(3.4	)	$	15,906		$	16,103			(1.2	)

Operating Expenses:
Aircraft fuel	$	1,914		$	1,949			(1.8	)	$	5,685		$	5,294			7.4
Salaries and related costs		1,046			1,092			(4.2	)		3,166			3,117			1.6
Regional capacity purchase		387			407			(4.9	)		1,152			1,190			(3.2	)
Landing fees and other rent		271			246			10.2			807			773			4.4
Aircraft maintenance materials and outside repairs		313			299			4.7			862			881			(2.2	)
Depreciation and amortization		232			228			1.8			695			684			1.6
Distribution expenses		172			194			(11.3	)		526			580			(9.3	)
Aircraft rent		78			82			(4.9	)		234			243			(3.7	)
Special charges		332			72			NM			604			236			NM
Other operating expenses		912			709			28.6			2,400			2,081			15.3

Total operating expenses	$	5,657		$	5,278			7.2		$	16,131		$	15,079			7.0

Operating income (loss)	$	(1	)	$	579			NM		$	(225	)	$	1,024			NM
Nonoperating expense		(119	)		(162	)		(26.5	)		(388	)		(486	)		(20.2	)

RPMs		30,702			31,992			(4.0	)		86,763			88,638			(2.1	)
ASMs		35,783			37,226			(3.9	)		104,344			106,614			(2.1	)

United had operating losses of $1 million and $225 million in the third quarter and first nine months of 2012, respectively, as compared to operating income of $579 million and $1 billion in the third quarter and first nine months of 2011, respectively. As compared to the third quarter of 2011, United’s consolidated revenue decreased $201 million, or 3.4%, to $5.7 billion for the three months ended September 30, 2012. United’s consolidated revenue decreased 1.2% for the nine months ended September 30, 2012 as compared to the year-ago period. These decreases are due to a decline in capacity in the third quarter and first nine months of 2012 as compared to the same periods in 2011 in addition to a one-time special revenue item in 2011.

Aircraft fuel expense decreased 1.8% and increased 7.4% in the third quarter and first nine months of 2012, respectively, as compared to the year-ago periods, which was primarily driven by volatility in market prices for aircraft fuel, as highlighted in the fuel table in Operating Expenses , above. Fuel hedge losses were $23 million in the three months ended September 30, 2012, compared to fuel hedge gains of $90 million in the three months ended September 30, 2011.

Other operating expenses increased $203 million, or 28.6%, in the third quarter of 2012 as compared to the year-ago period, and increased $319 million, or 15.3%, in the first nine months of 2012 as compared to 2011. These increases are primarily due to intercompany fuel transactions that are eliminated upon consolidation of the Company’s financial results.

United’s nonoperating expense decreased $43 million, or 26.5%, in the third quarter of 2012 as compared to the year-ago period, and decreased $98 million, or 20.2%, in the first nine months of 2012 as compared to the first nine months of 2011. This decrease is due to a reduction in interest expense as a result of a decrease in the principal amount of debt outstanding year-over-year in addition to larger fuel hedge ineffectiveness losses experienced in 2011.

Continental

The following table presents information related to Continental’s results of operations for the three and nine months ended September 30 (in millions, except percentage changes):


	Three Months Ended September 30,									Nine Months Ended September 30,
	2012			2011			% Change			2012			2011			% Change
Operating Revenue:
Passenger revenue	$	4,013		$	3,922			2.3		$	11,527		$	10,884			5.9
Special revenue items		—			—			NM			—			19			NM
Cargo and other revenue		500			450			11.1			1,496			1,311			14.1

Total revenue	$	4,513		$	4,372			3.2		$	13,023		$	12,214			6.6

Operating Expenses:
Aircraft fuel	$	1,493		$	1,422			5.0		$	4,359		$	3,976			9.6
Salaries and related costs		943			906			4.1			2,692			2,575			4.5
Regional capacity purchase		240			211			13.7			735			617			19.1
Landing fees and other rent		234			230			1.7			670			678			(1.2	)
Aircraft maintenance materials and outside repairs		171			152			12.5			479			455			5.3
Depreciation and amortization		147			156			(5.8	)		442			473			(6.6	)
Distribution expenses		184			183			0.5			512			523			(2.1	)
Aircraft rent		167			171			(2.3	)		513			516			(0.6	)
Special charges		182			48			NM			280			107			NM
Other operating expenses		549			533			3.0			1,604			1,531			4.8

Total operating expenses	$	4,310		$	4,012			7.4		$	12,286		$	11,451			7.3

Operating income	$	203		$	360			(43.6	)	$	737		$	763			(3.4	)
Nonoperating expense		(99	)		(122	)		(18.9	)		(200	)		(316	)		(36.7	)
RPMs		25,319			24,861			1.8			70,856			69,424			2.1
ASMs		29,951			29,409			1.8			86,350			85,200			1.3

Continental’s operating income in the third quarter and first nine months of 2012 were $203 million and $737 million, respectively, as compared to operating income of $360 million and $763 million, respectively, in the third quarter and first nine months of 2011. As compared to the third quarter of 2011, Continental’s consolidated revenue increased $141 million, or 3.2%, to $4.5 billion for the three months ended September 30, 2012. These improvements were largely due to year-over-year capacity discipline, which in turn resulted in higher fares, stronger yields and increased traffic, as compared to the same period in 2011. Similarly, Continental’s consolidated revenue increased $809 million, or 6.6%, to $13 billion for the nine months ended September 30, 2012 as compared to the year-ago period.

Aircraft fuel expense increased approximately 5.0% and 9.6% in the third quarter and first nine months of 2012, respectively, as compared to the same periods in 2011, primarily due to volatility in the market prices of aircraft fuel. Fuel hedge losses were $15 million and $52 million in the third quarter and first nine months of 2012, respectively.

Regional capacity purchase expense increased by 13.7% and 19.1% in the third quarter and first nine months of 2012, respectively, as compared to the year-ago periods, which was primarily due to a contractual amendment with one of our regional carrier partners to shift the arrangement from a prorate agreement to a capacity purchase agreement.

Nonoperating expense includes a $1 million gain from fuel hedge ineffectiveness in the third quarter of 2012 as compared to a $23 million loss from fuel hedge ineffectiveness in the year ago period. Nonoperating expense also includes a $1 million loss from fuel hedge ineffectiveness in the first nine months of 2012 as compared to a $49 million loss from fuel hedge ineffectiveness in the first nine months of 2011. Continental’s nonoperating expense in the three months ended September 30, 2012 also includes a net loss of $31 million associated with marking to market the fair value of derivative assets and liabilities related to agreements that provide for Continental’s convertible debt to be settled with UAL common stock. This net loss and the related derivatives are reflected only in the Continental stand-alone financial statements. See Note 7 to the financial statements included in Part I, Item 1 of this report for additional information.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

The non-GAAP financial measures in this report are presented because they provide management and investors the ability to measure and monitor UAL’s performance on a consistent basis. UAL believes that adjusting for special items is useful to investors because they are non-recurring items not indicative of UAL’s on-going performance. A reconciliation of net income (loss) and diluted earnings (loss) per share to the non-GAAP financial measure of net income and diluted earnings per share, excluding special items, for the three and nine months ended September 30 is as follows (in millions, except per share amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,
	Net Income 2012		Diluted Earnings per Share 2012		Net Income 2011		Net Income (Loss) 2012			Diluted Earnings (Loss) per Share 2012			Net Income 2011
Net income (loss) — GAAP	$	6	$	0.02	$	653	$	(103	)	$	(0.31	)	$	978
Special revenue item		—		—		—		—			—			(107	)
Special charges, net		514		1.33		120		882			2.37			343

Net income excluding special items — non-GAAP	$	520	$	1.35	$	773	$	779		$	2.06		$	1,214

CRITICAL ACCOUNTING POLICIES

See Critical Accounting Policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2011 Annual Report for a discussion of the Company’s critical accounting policies. See Note 1 to the financial statements included in Part I, Item I of this report for a discussion of changes in accounting for revenue for the Company’s loyalty program.

FORWARD-LOOKING INFORMATION

Certain statements throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report are forward-looking and thus reflect our current expectations and beliefs with respect to certain current and future events and financial performance. Such forward-looking statements are and will be subject to many risks and uncertainties relating to our operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward-looking statements. Words such as “expects,” “will,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “outlook” and similar expressions are intended to identify forward-looking statements.

Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law.

The Company’s actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: its ability to comply with the terms of its various financing arrangements; the costs and availability of financing; its ability to maintain adequate liquidity; its ability to execute its operational plans; its ability to control its costs, including realizing benefits from its resource optimization efforts, cost reduction initiatives and fleet replacement programs; its ability to utilize its net operating losses; its ability to attract and retain customers; demand for transportation in the markets in which it operates; an outbreak of a disease that affects travel demand or travel behavior; demand for travel and the impact that global economic conditions have on customer travel patterns; excessive taxation and the inability to offset future taxable income; general economic conditions (including interest rates, foreign currency exchange rates, investment or credit market conditions, crude oil prices, costs of aviation fuel and energy refining capacity in relevant markets); its ability to cost-effectively hedge against increases in the price of aviation fuel; any potential realized or unrealized gains or losses related to fuel or currency hedging programs; the effects of any hostilities, act of war or terrorist attack; the ability of other air carriers with whom the Company has alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; the costs and availability of aviation and other insurance; the costs associated with security measures and practices; industry consolidation or changes in airline alliances; competitive pressures on pricing and on demand; its capacity decisions and the capacity decisions of its competitors; U.S. or foreign governmental legislation, regulation and other actions (including open skies agreements and environmental regulations); labor costs; its ability to maintain satisfactory labor relations and the results of the collective bargaining agreement process with its union groups; any disruptions to operations due to any potential actions by its labor groups; weather conditions; the possibility that expected merger synergies will not be realized or will not be realized within the expected time period; and other risks and uncertainties set forth under Item 1A, “Risk Factors” of the 2011 Annual Report, as well as other risks and uncertainties set forth from time to time in the reports the Company files with the SEC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes in market risk from the information provided in Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our 2011 Annual Report except as follows:

Aircraft Fuel. As of September 30, 2012, UAL’s projected consolidated fuel requirements for the remainder of 2012 were hedged as follows:


	Maximum Price					Minimum Price
	% of Expected Consumption			Weighted Average Price (per gallon)		% of Expected Consumption			Weighted Average Price (per gallon)
UAL (a)
Heating oil collars		20	%	$	3.56		20	%	$	2.80
Brent crude oil collars		14			2.76		14			1.93
Diesel fuel collars		9			3.28		9			2.45
Diesel fuel call options		1			3.25		N/A			N/A

Total		44	%				43	%

(a)	At September 30, 2012, UAL had also hedged 26% of its projected first half 2013 fuel consumption.

At September 30, 2012, UAL fuel derivatives were in a net asset position of $33 million. See Note 7 to the financial statements included in Part I, Item 1 of this report for additional information related to fuel hedges.

Fuel derivative disclosures for United and Continental are omitted under the reduced disclosure format permitted by General Instruction H(2) of Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES.

UAL, United and Continental each maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted to the SEC is recorded, processed, summarized and reported, within the time periods specified by the SEC’s rules and forms, and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The management of UAL, United and Continental, including the Chief Executive Officer and Chief Financial Officer, performed an evaluation to conclude with reasonable assurance that UAL’s, United’s and Continental’s disclosure controls and procedures were designed and operating effectively to report the information each company is required to disclose in the reports they file with the SEC on a timely basis. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer of UAL, United and Continental have concluded that as of September 30, 2012, disclosure controls and procedures of each company were effective.

Changes in Internal Control over Financial Reporting during the Quarter Ended September 30, 2012

Except as set forth below, during the three months ended September 30, 2012, there were no changes in UAL’s, United’s or Continental’s internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, their internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

During the first quarter of 2012, we made certain changes to internal controls over financial reporting related to our revenue accounting system and our frequent flyer accounting systems. In connection with our conversion to a single passenger service system in March 2012, United converted from its former revenue accounting system to the Continental revenue accounting system and frequent flyer passenger database. During the second and third quarters of 2012, we continued to make additional enhancements to the revenue accounting system to improve our internal controls over financial reporting, including a reconciliation of open coupon detail to the general ledger balance of advanced ticket sales. The operating effectiveness of these changes to the internal controls over financial reporting will be evaluated as part of our annual assessment of the effectiveness of internal controls over financial reporting as of the end of fiscal year 2012.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The disclosures below include updates to certain legal proceedings included in the 2011 Annual Report. In addition to the legal proceedings below, UAL, United and Continental are parties to other legal proceedings as described in the 2011 Annual Report and in Part II, Item 1, “Legal Proceedings,” of the Company’s Form 10-Q for each of the quarters ended March 31, 2012 and June 30, 2012.

EEOC Claim Under the Americans with Disabilities Act

On June 5, 2009, the U.S. Equal Employment Opportunity Commission (“EEOC”) filed a lawsuit on behalf of five named individuals and other similarly situated employees alleging that United’s reasonable accommodation policy for employees with medical restrictions does not comply with the requirements of the Americans with Disabilities Act. The EEOC maintains that qualified disabled employees should be placed into available open positions for which they are minimally qualified, even if there are better qualified candidates for these positions. Under United’s accommodation policy, employees who are medically restricted and who cannot be accommodated in their current position are given the opportunity to apply and compete for available positions. If the medically restricted employee is similarly qualified to others who are competing for an open position, under United’s policy, the medically restricted employee will be given a preference for the position. If, however, there are candidates that have superior qualifications competing for an open position, then no preference will be given. United successfully transferred the venue of the case to the United States Federal Court for the Northern District of Illinois. On November 22, 2010, United filed a motion to dismiss the matter which the district court granted on February 3, 2011. On April 1, 2011, the EEOC appealed the dismissal to the Seventh Circuit Court of Appeals. On March 7, 2012, the Seventh Circuit Court of Appeals upheld the district court’s decision dismissing the case. However, the three judge panel noted the split in the appellate court on this issue and potentially relevant precedent from the U.S. Supreme Court, and strongly recommended an en banc hearing of the case. On September 7, 2012, a unanimous Seventh Circuit overruled itself and previous Seventh Circuit precedent and held that there may be an obligation to place a minimally qualified disabled worker in a position over a more qualified non-disabled worker. The case was then remanded to the district court. The district court granted United’s motion to stay this mandate during appeal and United anticipates filing a Petition for Certiorari with the Supreme Court of the United States within 90 days of the September 7th opinion.

ITEM 1A. RISK FACTORS.

See Part I, Item 1A., “Risk Factors,” of the 2011 Annual Report and Part II, Item 1A., “Risk Factors,” of the Company’s Form 10-Q for the quarter ended March 31, 2012 for a detailed discussion of the risk factors affecting UAL, United and Continental. The disclosure below includes updates to certain risk factor disclosures included in the 2011 Annual Report, which are in addition to, and not in lieu of, those contained in the 2011 Annual Report.

Union disputes, employee strikes or slowdowns, and other labor-related disruptions, as well as the integration of the United and Continental workforces in connection with the Merger, present the potential for a delay in achieving expected Merger synergies, could adversely affect the Company’s operations, and could result in increased costs that impair its financial performance.

United and Continental are both highly unionized companies. As of September 30, 2012, the Company and its subsidiaries had approximately 88,000 active employees, of whom approximately 80% were represented by various U.S. labor organizations.

The successful integration of United and Continental and achievement of the anticipated benefits of the combined company depend in part on integrating United and Continental employee groups and maintaining productive employee relations. In order to fully integrate the pre-Merger represented employee groups, the Company must negotiate a joint collective bargaining agreement covering each combined group. The process for integrating the labor groups of United and Continental is governed by a combination of the Railway Labor Act (the “RLA”), the McCaskill-Bond Amendment, and where applicable, the existing provisions of each company’s collective bargaining agreements and union policy. A delay in or failure to integrate the United and Continental employee groups presents the potential for delays in achieving expected Merger synergies, increased operating costs and labor disputes that could adversely affect our operations.

On August 3, 2012, the Company announced that it had reached an agreement in principle with respect to a new joint collective bargaining agreement with the Air Line Pilots Association, International (“ALPA”) representing pilots at United and Continental. The agreement in principle is subject to definitive documentation, and any such definitive documentation is subject to approvals by each of the United and Continental ALPA master executive councils and ratification by the Company’s pilots.

The Company can provide no assurance that a successful or timely resolution of labor negotiations for all amendable collective bargaining agreements will be achieved. There is a risk that unions or individual employees might pursue judicial or arbitral claims arising out of changes implemented as a result of the Merger. Employee dissatisfaction with the results of the seniority integration may lead to litigation that in some cases can delay implementation of the integrated seniority list. There is also a possibility that employees or unions could engage in job actions such as slow-downs, work-to-rule campaigns, sick-outs or other actions designed to disrupt United’s and Continental’s normal operations, in an attempt to pressure the companies in collective bargaining negotiations. Although the RLA makes such actions unlawful until the parties have been lawfully released to self-help, and United and Continental can seek injunctive relief against premature self-help, such actions can cause significant harm even if ultimately enjoined.

ITEM 6. EXHIBITS.

A list of exhibits included as part of this Form 10-Q is set forth in an Exhibit Index that immediately precedes the exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.


	United Continental Holdings, Inc.
	(Registrant)

Date: October 25, 2012	By:	/s/ John D. Rainey

		John D. Rainey Executive Vice President and Chief Financial Officer (principal financial officer)

Date: October 25, 2012	By:	/s/ Chris Kenny

		Chris Kenny Vice President and Controller (principal accounting officer)

	United Air Lines, Inc.
	(Registrant)

Date: October 25, 2012	By:	/s/ John D. Rainey

		John D. Rainey Executive Vice President and Chief Financial Officer (principal financial officer)

Date: October 25, 2012	By:	/s/ Chris Kenny

		Chris Kenny Vice President and Controller (principal accounting officer)

	Continental Airlines, Inc.
	(Registrant)

Date: October 25, 2012	By:	/s/ John D. Rainey

		John D. Rainey Executive Vice President and Chief Financial Officer (principal financial officer)

Date: October 25, 2012	By:	/s/ Chris Kenny

		Chris Kenny Vice President and Controller (principal accounting officer)

EXHIBIT INDEX


Exhibit No.		Registrant	Exhibit

	^10.1	UAL United	Purchase Agreement No. PA-03784 dated July 12, 2012 between The Boeing Company (“Boeing”) and United Air Lines, Inc.

	^10.2	UAL United	Supplemental Agreement No. 01 to Purchase Agreement No. PA-03784 dated September 27, 2012 between Boeing and United Air Lines, Inc.

	^10.3	UAL United Continental	Purchase Agreement No. PA-03776 dated July 12, 2012 between Boeing and United Continental Holdings, Inc.

	^10.4	UAL United Continental	Letter Agreement No. 6-1162-KKT-080 dated July 12, 2012 among Boeing, United Continental Holdings, Inc., United Air Lines, Inc., and Continental Airlines, Inc.

	^10.5	UAL Continental	Supplemental Agreement No. 59 to Purchase Agreement No. 1951 dated July 12, 2012 between Boeing and Continental Airlines, Inc.

	^10.6	UAL United	Purchase Agreement No. 3860 dated September 27, 2012 between Boeing and United Air Lines, Inc.

	12.1	UAL	United Continental Holdings, Inc. and Subsidiary Companies Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements

	12.2	United	United Air Lines, Inc. and Subsidiary Companies Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements

	12.3	Continental	Continental Airlines, Inc. and Subsidiary Companies Computation of Ratio of Earnings to Fixed Charges

	31.1	UAL	Certification of the Principal Executive Officer of UAL Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

	31.2	UAL	Certification of the Principal Financial Officer of UAL Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

	31.3	United	Certification of the Principal Executive Officer of United Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

	31.4	United	Certification of the Principal Financial Officer of United Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

	31.5	Continental	Certification of the Principal Executive Officer of Continental Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

	31.6	Continental	Certification of the Principal Financial Officer of Continental Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

	32.1	UAL	Certification of the Chief Executive Officer and Chief Financial Officer of UAL Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

	32.2	United	Certification of the Chief Executive Officer and Chief Financial Officer of United Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

	32.3	Continental	Certification of the Chief Executive Officer and Chief Financial Officer of Continental Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

	99.1	United Continental	Unaudited Pro Forma Condensed Combined Financial Information of United and Continental

	101.1	UAL United Continental	XBRL Instance Document



101.2	UAL United Continental	XBRL Taxonomy Extension Schema Document

101.3	UAL United Continental	XBRL Taxonomy Extension Calculation Linkbase Document

101.4	UAL United Continental	XBRL Taxonomy Extension Definition Linkbase Document

101.5	UAL United Continental	XBRL Taxonomy Extension Labels Linkbase Document

101.6	UAL United Continental	XBRL Taxonomy Extension Presentation Linkbase Document

^	Confidential portion of this exhibit has been omitted and filed separately with the SEC pursuant to a request for confidential treatment.

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.

EXHIBIT 10.1

PURCHASE AGREEMENT NUMBER PA-03784

between

THE BOEING COMPANY

and

United Air Lines, Inc.

Relating to Boeing Model 737-900ER Aircraft

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784		Page 1

TABLE OF CONTENTS


		SA Number
ARTICLES
Article 1.	Quantity, Model and Description
Article 2.	Delivery Schedule
Article 3.	Price
Article 4.	Payment
Article 5.	Additional Terms

TABLE
1.	Aircraft Information Table

EXHIBIT
A.	Aircraft Configuration
B.	Aircraft Delivery Requirements and Responsibilities

SUPPLEMENTAL EXHIBITS
AE1.	Escalation Adjustment/Airframe and Optional Features
BFE1.	BFE Variables
CS1.	Customer Support Variables
EE1.	Engine Escalation, Engine Warranty ***
SLP1.	Service Life Policy Components

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784		Page 2


LETTER AGREEMENTS		TITLE

UAL-PA-03784-LA-1207868		Performance Guarantees

UAL-PA-03784-LA-1207870		Spare Parts Initial Provisioning

UAL-PA-03784-LA-1207871		Special Matters

UAL-PA-03784-LA-1207878		Demonstration Flight Waiver

UAL-PA-03784-LA-1207879		Option Aircraft

UAL-PA-03784-LA-1207881		Seller Purchased Equipment

UAL-PA-03784-LA-1208155		*** Matters

UAL-PA-03784-LA-1208156		***

UAL-PA-03784-LA-1208172		***

UAL-PA-03784-LA-1208173		***

UAL-PA-03784-LA-1207869		737 Production Adjustments

UAL-PA-03784-LA-1208938		Privileged and Confidential Matters

UAL-PA-03784-LA-1209039		Aircraft Model Substitution

UAL-PA-03784-LA-1209115		***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784		Page 3

Purchase Agreement No. PA-03784

between

The Boeing Company

and

United Air Lines, Inc.

This Purchase Agreement No. PA-03784 between The Boeing Company, a Delaware corporation, ( Boeing ) and United Air Lines, Inc., a Delaware corporation, ( Customer ) relating to the purchase and sale of Model 737-900ER aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, ( Purchase Agreement ) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of February 19, 2010 between the parties, identified as AGTA-UAL, as amended ( AGTA ).

1. Quantity, Model and Description .

The aircraft to be delivered to Customer will be designated as Model 737-900ER aircraft ( 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 the Purchase Agreement.

2. Delivery Schedule .

The scheduled months of delivery of the Aircraft are 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.

3. Price .

3.1 Aircraft Basic Price . The Aircraft Basic Price is listed in Table 1 and is subject to escalation in accordance with the terms of this Purchase Agreement.

3.2 Advance Payment Base Prices . The Advance Payment Base Prices listed in Table 1 were calculated utilizing the *** on the date of this Purchase Agreement projected to the month of scheduled delivery.

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 737-900ER aircraft requires Customer to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of *** percent (***%), less the Deposit, on the effective date 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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784		Page 4

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.

5. Additional Terms .

5.1 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, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments and their schedules.

5.2 Escalation Adjustment/Airframe and Optional Features . Supplemental Exhibit AE1 contains the applicable airframe and optional features escalation formula .

5.3 Buyer Furnished Equipment Variables . Supplemental Exhibit BFE1 contains supplier selection dates, on dock dates and other variables applicable to the Aircraft.

5.4 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.

5.5 Engine Escalation Variables . Supplemental Exhibit EE1 contains the applicable engine escalation formula, the engine warranty *** for the Aircraft, describes the applicable engine escalation formula and contains the engine warranty *** for the Aircraft.

5.6 Service Life Policy Component Variables . Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life Policy for the Aircraft.

5.7 Public Announcement . Boeing and Customer reserve the right to make a public announcement regarding Customer’s purchase of the Aircraft upon approval of their respective press release by the other party’s public relations department or other authorized representative.

5.8 Negotiated Agreement; Entire Agreement . This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784		Page 5


AGREED AND ACCEPTED this July 12, 2012
Date

THE BOEING COMPANY /s/ ***				UNITED AIR LINES, INC. /s/ Gerald Laderman
Signature				Signature

***				Gerald Laderman
Printed name				Printed name

Attorney-in-Fact				Senior Vice President – Finance and Treasurer
Title				Title

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784		Page 6

Table 1 To

Purchase Agreement No. 03784

737-900ER Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-900ER

***

Detail Specification: ***

Engine Model/Thrust: ***

***

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:

$***

Seller Purchased Equipment (SPE) Estimate:

$***

Deposit per Aircraft:

$***

Delivery

Number

Escalation

Factor

Serial

Escalation Estimate

Adv Payment Base

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to
Delivery):

Date

Aircraft

(Airframe)

Number

Price Per A/P

***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

Boeing / United Air Lines, Inc. Proprietary


UAL-PA-03784 60963-1F.TXT		Page 1

Table 1 To

Purchase Agreement No. 03784

737-900ER Aircraft Delivery, Description, Price and Advance Payments

Delivery

Number

Escalation

Factor

Serial

Escalation Estimate

Adv Payment Base

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to
Delivery):

Date

Aircraft

(Airframe)

Number

Price Per A/P

***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

Boeing / United Air Lines, Inc. Proprietary


UAL-PA-03784 60963-1F.TXT		Page 2

Table 1 To

Purchase Agreement No. 03784

737-900ER Aircraft Delivery, Description, Price and Advance Payments

Delivery

Number

Escalation

Factor

Serial

Escalation Estimate

Adv Payment Base

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to
Delivery):

Date

Aircraft

(Airframe)

Number

Price Per A/P

***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

Total: 50

Boeing / United Air Lines, Inc. Proprietary


UAL-PA-03784 60963-1F.TXT		Page 3

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

United Air Lines, Inc.

Exhibit A to Purchase Agreement Number PA-03784

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EXA		Page 1

Exhibit A

AIRCRAFT CONFIGURATION

Dated

relating to

BOEING MODEL 737-900ER AIRCRAFT

The Detail Specification is Boeing document number *** dated as of ***. The Detail Specification provides further description of Customer’s configuration set forth in this Exhibit A. Such Detail Specification will be comprised of *** dated *** as amended to incorporate the optional features ( Options ) listed below, including the effects on Manufacturer’s Empty Weight ( MEW ) and Operating Empty Weight ( OEW ). As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect such Options. The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EXA		Page 2


CR	Title	2005$ Follow On Price Per A/C

***	***	$***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EXA		Page 3



***	TOTALS:	$	*	**

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EXA		Page 10

AIRCRAFT DELIVERY REQUIREMENTS AND

RESPONSIBILITIES

between

THE BOEING COMPANY

and

United Air Lines, Inc.

Exhibit B to Purchase Agreement Number PA-03784

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EXB		Page 1

Exhibit B

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

relating to

BOEING MODEL 737-900ER AIRCRAFT

1. GOVERNMENT DOCUMENTATION REQUIREMENTS .

Certain actions are required to be taken by Customer in advance of the scheduled delivery month of each Aircraft with respect to obtaining certain government issued documentation.

1.1 Airworthiness and Registration Documents. Not later than *** prior to delivery of each Aircraft, Customer will notify Boeing of the registration number to be painted on the side of the Aircraft. In addition, and not later than *** prior to delivery of each Aircraft, Customer will, by letter to the regulatory authority having jurisdiction, authorize the temporary use of such registration numbers by Boeing during the pre-delivery testing of the Aircraft.

Customer is responsible for furnishing any Temporary or Permanent Registration Certificates required by any governmental authority having jurisdiction to be displayed aboard the Aircraft after delivery.

1.2 Certificate of Sanitary Construction .

1.2.1 U.S. Registered Aircraft. Boeing will obtain from the United States Public Health Service, a United States Certificate of Sanitary Construction to be displayed aboard each Aircraft after delivery to Customer. The above Boeing obligation only applies to commercial passenger-configured aircraft.

1.2.2 Non-U.S. Registered Aircraft. If Customer requires a United States Certificate of Sanitary Construction at the time of delivery of the Aircraft, Customer will give written notice thereof to Boeing at least *** prior to deliver y. Boeing will then use commercially reasonable efforts to obtain the Certificate from the United States Public Health Service and present it to Customer at the time of Aircraft delivery. The above Boeing obligation only applies to commercial passenger-configured aircraft.

1.3	Customs Documentation .

1.3.1 Import Documentation . If the Aircraft is intended to be exported from the United States, Customer must notify Boeing not later than *** prior to delivery of each Aircraft of any documentation required by the customs authorities or by any other agency of the country of import.

1.3.2 General Declaration - U.S . If the Aircraft is intended to be exported from the United States, Boeing will prepare Customs Form 7507, General Declaration,

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EXB		Page 2

for execution by U.S. Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer will furnish to Boeing not later than *** prior to delivery all information required by U.S. Customs and Border Protection, including without limitation (i) a complete crew and passenger list identifying the names, birth dates, passport numbers and passport expiration dates of all crew and passengers and (ii) a complete ferry flight itinerary, including point of exit from the United States for the Aircraft.

If Customer intends, during the ferry flight of an Aircraft, to land at a U.S. airport after clearing Customs at delivery, Customer must notify Boeing not later than *** prior to delivery of such intention. If Boeing receives such notification, Boeing will provide to Customer the documents constituting a Customs permit to proceed, allowing such Aircraft to depart after any such landing. Sufficient copies of completed Form 7507, along with passenger manifest, will be furnished to Customer to cover U.S. stops scheduled for the ferry flight.

1.3.3 Export Declaration - U.S . If the Aircraft is intended to be exported from the United States following delivery, and (i) Customer is a non-U.S. customer, Boeing will file an export declaration electronically with U.S. Customs and Border Protection ( CBP ), or (ii) Customer is a U.S. customer, it is the responsibility of the U.S. customer, as the exporter of record, to file the export declaration with CBP.

2.	Insurance Certificates .

Unless provided earlier, Customer will provide to Boeing not later than *** prior to delivery of the first Aircraft, a copy of the requisite annual insurance certificate in accordance with the requirements of Article 8 of the AGTA.

3.	NOTICE OF FLYAWAY CONFIGURATION .

Not later than *** prior to delivery of the Aircraft, Customer will provide to Boeing a configuration letter stating the requested “flyaway configuration” of the Aircraft for its ferry flight. This configuration letter should include:

(i)

the name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training, the method of payment for such fuel, and fuel load for the ferry flight;

(ii)

the cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway and notification of any hazardous materials requiring special handling;

(iii)

any BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer’s subsequent Aircraft;

(iv)

a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and

(v)

a complete ferry flight itinerary.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EXB		Page 3

4.	DELIVERY ACTIONS BY BOEING .

4.1 Schedule of Inspections . All FAA, Boeing, Customer and, if required, U.S. Customs Bureau inspections will be scheduled by Boeing for completion prior to delivery or departure of the Aircraft. Customer will be informed of such schedules.

4.2 Schedule of Demonstration Flights . All FAA and Customer demonstration flights will be scheduled by Boeing for completion prior to delivery of the Aircraft.

4.3 Schedule for Customer’s Flight Crew . Boeing will inform Customer of the date that a flight crew is required for acceptance routines associated with delivery of the Aircraft.

4.4 Fuel Provided by Boeing . Boeing will provide to Customer, without charge, the amount of fuel shown in U.S. gallons in the table below for the model of Aircraft being delivered and full capacity of engine oil at the time of delivery or prior to the ferry flight of the Aircraft.


Aircraft Model		Fuel Provided
737		***

4.5 Flight Crew and Passenger Consumables . Boeing will provide reasonable quantities of food, coat hangers, towels, toilet tissue, drinking cups and soap for the first segment of the ferry flight for the Aircraft.

4.6 Delivery Papers, Documents and Data . Boeing will have available at the time of delivery of the Aircraft certain delivery papers, documents and data for execution and delivery. If title for the Aircraft will be transferred to Customer through a Boeing subsidiary and if the Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to the Aircraft from Boeing’s subsidiary to Customer.

4.7 Delegation of Authority . If specifically requested in advance by Customer, Boeing will present a certified copy of a Resolution of Boeing’s Board of Directors, designating and authorizing certain persons to act on its behalf in connection with delivery of the Aircraft.

5.	DELIVERY ACTIONS BY CUSTOMER .

5.1 Aircraft Radio Station License . At delivery Customer will provide its Aircraft Radio Station License to be placed on board the Aircraft following delivery.

5.2 Aircraft Flight Log . At delivery Customer will provide the Aircraft Flight Log for the Aircraft.

5.3 Delegation of Authority . Customer will present to Boeing at delivery of the Aircraft an original or certified copy of Customer’s Delegation of Authority designating and authorizing certain persons to act on its behalf in connection with delivery of the specified Aircraft.

5.4 TSA Waiver Approval . Customer may be required to have an approved Transportation Security Administration ( TSA ) waiver for the ferry flight depending upon the Customer’s en-route stop(s) and destination unless the Customer already has a TSA approved security program in place. Customer is responsible for application for the TSA waiver and obtaining TSA approval. Customer will provide a copy of the approved TSA waiver to Boeing upon arrival at the Boeing delivery center.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EXB		Page 4

5.5 Electronic Advance Passenger Information System . Should the ferry flight of an Aircraft leave the United States, the Department of Homeland Security office requires Customer to comply with the Electronic Advance Passenger Information System ( eAPIS ). Customer needs to establish their own account with US Customs and Border Protection in order to file for departure. A copy of the eAPIS forms is to be provided by Customer to Boeing upon arrival of Customer’s acceptance team at the Boeing delivery center.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EXB		Page 5

ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

between

THE BOEING COMPANY

and

United Air Lines, Inc.

Supplemental Exhibit AE1

to Purchase Agreement Number PA-03784

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-AE1		AE1 Page 1

ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

relating to

BOEING MODEL 737-900ER AIRCRAFT

1. Formula .

Airframe and Optional Features price adjustments ( Airframe Price Adjustment ) are used to *** to be *** in *** at the signing of this Purchase Agreement and to *** to be *** at *** for the *** of ***. The Airframe Price Adjustment will be *** at the *** of *** in accordance with the following formula:

***

Where:

*** (For Models 737-600, 737-700, 737-800, 737-900, 737-900ER, 737-7, 737-8, 737-9, 747-8, 777-200LR, 777-F, and 777-300ER the *** includes the *** at its basic thrust level.)

***plus the *** (as set forth in Table *** of this Purchase Agreement).

***

Where:

*** is the *** (as set forth in Table *** of this Purchase Agreement);

*** is a *** determined using the ***), calculated by establishing a *** arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the *** the month of scheduled delivery of the applicable Aircraft. As the *** values are only released on a *** basis, the value released for the *** will be used for the ***; the value released for the *** will be used for the ***; the value released for the *** will be used for the ***; the value released for the *** will be used for ***

***

Where:

*** is the *** (as set forth in Table *** of this Purchase Agreement); and

*** is a *** determined using the ***), calculated as a *** arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the *** prior to the month of scheduled delivery of the applicable Aircraft.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-AE1		AE1 Page 2

As an example, for an Aircraft scheduled to be delivered in the month of ***, the months of *** of the *** will be utilized in determining the value of ECI and CPI.

Note:

(i)

In determining the values of *** and ***, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.

(ii)

*** is the numeric ratio attributed to *** in the Airframe Price Adjustment formula.

(iii)

*** is the numeric ratio attributed to *** in the Airframe Price Adjustment formula.

(iv)

The *** are the actual average values reported by *** The actual average values are calculated as a *** arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the *** the airframe base year. The applicable base year and corresponding denominator is provided by Boeing in Table *** of this Purchase Agreement.

(v)

The final value of *** will be rounded to the nearest dollar.

(vi)

The *** if it will *** in the ***

2. Values to be Utilized in the Event of Unavailability.

2.1 If the *** substantially revises the methodology used for the determination of the values to be used to determine the *** and *** values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery of any such Aircraft, select a substitute from other *** or *** Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within *** months after delivery of the Aircraft, the *** should resume releasing values for the months needed to determine the Airframe Price Adjustment, *** will be used *** or *** in the *** for the *** from that *** at the *** of *** of ***

2.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the *** changes the *** for determination of the *** and *** values as defined above, such *** will be *** in the ***

2.3 In the event escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties agree, to the extent they may lawfully do so, to *** the *** of any *** to *** an *** for *** or *** with the *** of *** of this *** in *** and *** since *** of the *** to the *** in ***

2.4 If within *** of Aircraft delivery, the published index values are revised due to an acknowledged error by the Bureau of Labor Statistics, the Airframe Price Adjustment will be *** (this does not include those values noted as preliminary by the ***). A *** or *** will be issued *** for the period of original invoice to issuance *** or ***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-AE1		AE1 Page 3

Note:

(i)

The values released by the *** and available to Boeing *** prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the *** and *** values for the applicable months (including those noted as preliminary by the ***) to calculate the Airframe Price Adjustment for the Aircraft invoice at the time of delivery. The values will be considered final and *** will be *** for any *** in ***, subject always to ***

(ii)

The maximum number of digits to the right of the decimal after rounding utilized in any part of the Airframe Price Adjustment equation will be four (4), where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to five (5) or greater.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-AE1		AE1 Page 4

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

United Air Lines, Inc.

Supplemental Exhibit BFE1

to Purchase Agreement Number PA-03784

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-BFE1		Page 1

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 737-900ER AIRCRAFT

This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.

1. Supplier Selection .

Customer will:

Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:


Galley System		***

Galley Inserts		***

Seats (passenger)		***

Overhead & Audio System		***

In-Seat Video System		***

Miscellaneous Emergency Equipment		***

Cargo Handling Systems* (Single Aisle Programs only)		***

*	For a new certification, supplier requires notification *** prior to Cargo Handling System on-dock date.

Customer will enter into initial agreements with the selected Galley System, Galley Inserts, Seats, and In-Seat Video System suppliers on or before *** after the above supplier selection dates to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting ( ITCM ).

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-BFE1		Page 2

2. On-dock Dates and Other Information .

On or before *** Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet ( MBF in My Boeing Configuration ( MBC ). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below:

For planning purposes, preliminary BFE on-dock dates:

Date

Air-

craft

***

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-BFE1		Page 3

For planning purposes, preliminary BFE on-dock dates:

Date

Air-

craft

***

***

Total

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-BFE1		Page 4

3. Additional Delivery Requirements—Import .

Customer will be the “ importer of record ” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism ( C-TPAT ), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-BFE1		Page 5

CUSTOMER SUPPORT VARIABLES

between

THE BOEING COMPANY

and

UNITED AIR LINES, INC.

Supplemental Exhibit CS1

to Purchase Agreement Number PA-03784

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-CS1		Page 1

CUSTOMER SUPPORT VARIABLES

relating to

BOEING MODEL 737-900ER AIRCRAFT

Customer currently operates an aircraft of the same model as the Aircraft. Upon Customer’s request, Boeing will develop and schedule a customized Customer Support Program to be furnished in support of the Aircraft. The customized program will be based upon and equivalent to the entitlements summarized below.

1. Maintenance Training .

1.1 Maintenance Training Minor Model Differences Course, if required, covering operational, structural or systems differences between Customer’s newly-purchased Aircraft and an aircraft of the same model currently operated by Customer; ***

1.2 Training materials, if applicable, will be provided to each student. In addition, one set of training materials as used in Boeing’s training program, including visual aids, text and graphics will be provided for use in Customer’s own training program.

2. Flight Training .

Boeing will provide, if required, *** to acquaint up to *** between Customer’s newly-purchased Aircraft and an aircraft of the same model currently operated by Customer.

Any training materials used in Flight Training, if required, will be provided for use in Customer’s own training program.

3. Planning Assistance .

3.1 Maintenance Engineering . Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:

3.1.1 Maintenance Planning Assistance . Upon request, Boeing will provide assistance in identifying the impact to Customers maintenance program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by the Customer.

3.1.2 ETOPS Maintenance Planning Assistance . Upon request, Boeing will provide assistance in identifying the impact to Customer’s ETOPS maintenance program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by the Customer.

3.1.3 GSE/Shops/Tooling Consulting . Upon request, Boeing will provide assistance to Customer in identifying the impact to Customer’s maintenance tools and ground support equipment resulting from the minor model differences between the Aircraft and an aircraft of the same model currently operated by Customer.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-CS1		Page 2

3.2 Spares . Boeing will revise, as applicable, the customized Recommended Spares Parts List ( RSPL ) and Illustrated Parts Catalog ( IPC ).

4. Technical Data and Documents .

Boeing will revise, as applicable, technical data and documents provided with previously delivered aircraft.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-CS1		Page 3

ENGINE ESCALATION,

ENGINE WARRANTY***

between

THE BOEING COMPANY

and

UNITED AIR LINES, INC.

Supplemental Exhibit EE1

to Purchase Agreement Number PA-03784

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EE1		Page 1

ENGINE ESCALATION

ENGINE WARRANTY ***

relating to

BOEING MODEL 737-900ER AIRCRAFT

1. ENGINE ESCALATION .

*** is defined for the 737-600, -700, -800, -900 or -900ER Aircraft. Pursuant to the AGTA, the *** for these *** are *** and *** in the same manner as the ***.

2. ENGINE WARRANTY AND ***

Boeing has obtained from CFM International, Inc. (or CFM International, S.A., as the case may be) ( CFM ) the right to extend to *** the *** of CFM’s warranty as set forth below (***); subject, however, to *** acceptance of the conditions set forth herein. Accordingly, *** to *** and *** the *** as hereinafter set forth, and such *** all CFM56-7 type Engines (including all Modules and Parts thereof) installed in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft except that, if Customer and CFM have executed, or hereafter execute, a General Terms Agreement, then the terms of that Agreement shall be substituted for and supersede the provisions of paragraphs 2.1 through 2.10 below and paragraphs 2.1 through 2.10 below shall be of no force or effect and neither Boeing nor CFM shall have any obligation arising therefrom. In consideration for *** of the *** to *** hereby *** and *** and *** the *** or *** such CFM56-7 type Engines and *** and *** In addition, *** hereby *** and *** and *** of the *** such CFM56-7 type Engines *** or *** between *** and *** and *** hereby ***

2.1 Title . CFM warrants that at the date of delivery, CFM has legal title to and good and lawful right to sell its CFM56-7 type Engine and Products and furthermore warrants that such title is free and clear of all claims, liens and encumbrances of any nature whatsoever.

2.2 Patents .

2.2.1 *** shall *** and *** or *** as *** on *** or *** an *** of *** and shall *** and *** therein ***. This paragraph shall *** to *** or to the aircraft manufacturer’s design. As to such *** or *** for ***

2.2.2 *** hereunder is conditioned upon Customer promptly notifying *** and giving *** and *** for the *** In case *** to constitute and the use of *** at its *** and at its *** either (i) *** for *** the *** to *** or *** (ii) *** and *** or *** or (iii) *** the *** so it *** and ***. The foregoing shall constitute *** and the ***

2.2.3 The above provisions also apply to products which are the same as those covered by this Agreement and are delivered to Customer as part of the installed equipment on CFM56-7 powered Aircraft.

2.3 Initial Warranty . CFM warrants that CFM56-7 Engine products will conform to CFM’s applicable specifications and *** prior to Customer’s initial use of such products.

2.4 ***

2.4.1 *** by *** and agreed *** CFM *** CFM will *** by *** to *** or to other ***support will be *** to the *** and will *** to *** to be *** and *** with all the *** and *** including the *** applicable to ***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EE1		Page 2

2.4.2 Any warranties set forth herein shall not be transferable to a third party, merging company or an acquiring entity of Customer.

2.4.3 In the event Customer is merged with, or acquired by, another aircraft operator which has a general terms agreement with CFM, *** as set forth herein shall apply to ***

2.5 New Engine Warranty .

2.5.1 CFM warrants each new Engine and Module against *** for the initial *** Flight Hours as follows:

(i)

Parts *** for any ***.

(ii)

*** for *** and *** of any new Engine Part will be ***.

(iii)

Such *** will be*** percent (***%) from new to *** (***) Flight Hours and decreasing pro rata from *** percent ***%) at *** Flight Hours to *** percent (***%) at *** Flight Hours.

2.5.2 As an alternative to the above allowances, CFM shall, upon request of Customer:

(i)

Arrange to have the failed Engines and Modules repaired, as appropriate, at a facility designated by CFM *** for the *** Flight Hours and *** Flight Hours to ***percent ***%)***) Flight Hours.

(ii)

Transportation to and from the designated facility shall be at *** expense.

2.6 New Parts Warranty . In addition to the warranty granted for new Engines and new Modules, CFM warrants Engine and Module Parts as follows:

2.6.1 During the first *** Flight Hours for such Parts and Expendable Parts, *** will grant *** percent (***%) *** or *** for repair labor for failed Parts.

2.6.2 *** will grant a pro rata Parts Credit Allowance for Scrapped Parts decreasing from *** percent (***%) at *** Flight Hours Part Time to *** percent (***%) at the applicable hours designated in Table 1.

2.7 Ultimate Life Warranty .

2.7.1 CFM warrants Ultimate Life limits on the following Parts: ***

2.7.2 *** will grant a pro rata *** decreasing from *** percent (***%) when new to *** percent at *** Flight Hours or *** Flight Cycles, whichever comes earlier. *** will be granted only when *** by a CFM or a U.S. and/or French Government imposed Ultimate Life limitation of less than *** Flight Hours or *** Flight Cycles.

2.8 ***.

2.8.1 A *** will be declared by CFM when a *** introduction, ***, or *** replacement of an Engine or Module is *** CFM Service Bulletin or FAA Airworthiness Directive. *** may also be declared for CFM Service Bulletins requesting *** no later than the next Engine or Module shop visit. *** will *** following Parts ***:

Engines and Modules

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EE1		Page 3

(i)

*** percent (***%) for Parts in inventory or removed from service when new or with *** Flight Hours or less total Part Time.

(ii)

*** percent (***%) for Parts in inventory or removed from service with over *** Flight Hours since new, regardless of warranty status.

2.8.2 ***—*** will grant *** percent (***%) *** for *** of CFM supplied Engines, Modules, or Parts therefore when such action is required to comply with a *** CFM Service Bulletin or FAA Airworthiness Directive. A *** will be granted by *** for other CFM issued Service Bulletins if so specified in such Service Bulletins.

2.8.3 Life Controlled Rotating Parts retired by Ultimate Life limits including FAA and/or EASA Airworthiness Directive, are excluded from Campaign Change Warranty.

2.9 Limitations . THE PROVISIONS SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF CFM WITH RESPECT TO CLAIMS OF ANY KIND, INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE OR HANDLING OF THE PRODUCTS OR PARTS THEREOF OR THEREFORE, AND IN NO EVENT SHALL CFM’S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO CUSTOMER’S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.

2.10 Indemnity and Contribution .

2.10.1 IN THE EVENT *** FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN LIMITATIONS, PARAGRAPH 2.9. ABOVE, *** SHALL INDEMNIFY AND HOLD *** HARMLESS FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR CONTRIBUTION OR INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) INCIDENT THERETO OR INCIDENT TO ESTABLISHING SUCCESSFULLY THE RIGHT TO INDEMNIFICATION UNDER THIS PROVISION. THIS INDEMNITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OF CFM, WHETHER ACTIVE, PASSIVE OR IMPUTED.

2.10.2 *** SHALL INDEMNIFY AND HOLD *** HARMLESS FROM ANY DAMAGE, LOSS, CLAIM, AND LIABILITY OF ANY KIND (INCLUDING EXPENSES OF LITIGATION AND ATTORNEYS’ FEES) FOR PHYSICAL INJURY TO OR DEATH OF ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF THE ALLEGED DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, TO THE EXTENT THAT THE PAYMENTS MADE OR REQUIRED TO BE MADE BY *** EXCEED ITS ALLOCATED SHARE OF THE TOTAL FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS ALLEGED TO HAVE CAUSED SUCH DAMAGE, LOSS, CLAIM, OR LIABILITY BECAUSE OF A LIMITATION OF LIABILITY ASSERTED BY *** OR BECAUSE *** DID NOT APPEAR IN AN ACTION BROUGHT AGAINST ***. *** OBLIGATION TO INDEMNIFY *** HEREUNDER SHALL BE APPLICABLE AT SUCH TIME AS *** IS REQUIRED TO MAKE PAYMENT PURSUANT TO A FINAL JUDGEMENT IN AN ACTION OR

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EE1		Page 4

PROCEEDING IN WHICH *** WAS A PARTY, PERSONALLY APPEARED, AND HAD THE OPPORTUNITY TO DEFEND ITSELF. THIS INDEMNITY SHALL APPLY WHETHER OR NOT *** LIABILITY IS OTHERWISE LIMITED.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EE1		Page 5

TABLE 1

CFM56 WARRANTY PARTS LIST

***

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EE1		Page 6

TABLE 1

CFM56 WARRANTY PARTS LIST

***

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-EE1		Page 7

SERVICE LIFE POLICY COMPONENTS

between

THE BOEING COMPANY

and

UNITED AIR LINES, INC.

Supplemental Exhibit SLP1

to Purchase Agreement Number PA-03784

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-SLP1		Page 1

SERVICE LIFE POLICY COMPONENTS

relating to

BOEING MODEL 737-900ER AIRCRAFT

This is the listing of SLP Components for the Aircraft which relate to Part 3, Boeing Service Life Policy of Exhibit C, Product Assurance Document to the AGTA and is a part of Purchase Agreement No. PA-03784.

1. Wing .

(i)

Upper and lower wing skins and stiffeners between the forward and rear wing spars.

(ii)

Wing spar webs, chords and stiffeners.

(iii)

Inspar wing ribs.

(iv)

Inspar splice plates and fittings.

(v)

Main landing gear support structure.

(vi)

Wing center section lower beams, spanwise beams and floor beams, but not the seat tracks attached to floor beams.

(vii)

Wing-to-body structural attachments.

(viii)

Engine strut support fittings attached directly to wing primary structure.

(ix)

Support structure in the wing for spoilers and spoiler actuators; for aileron hinges and reaction links; and for leading edge devices and trailing edge flaps.

(x)

Trailing edge flap tracks and carriages.

(xi)

Aileron leading edge device and trailing edge flap internal, fixed attachment and actuator support structure.

2. Body .

(i)

External surface skins and doublers, longitudinal stiffeners, longerons and circumferential rings and frames between the forward pressure bulkhead and the vertical stabilizer rear spar bulkhead and structural support and enclosure for the APU but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices.

(ii)

Window and windshield structure but excluding the windows and windshields.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-SLP1		Page 2

(iii)

Fixed attachment structure of the passenger doors, cargo doors and emergency exits, excluding door mechanisms and movable hinge components. Sills and frames around the body openings for the passenger doors, cargo doors and emergency exits, excluding scuff plates and pressure seals.

(iv)

Nose wheel well structure, including the wheel well walls, pressure deck, bulkheads, and gear support structure.

(v)

Main gear wheel well structure including pressure deck and landing gear beam support structure.

(vi)

Floor beams and support posts in the control cab and passenger cabin area, but excluding seat tracks.

(vii)

Forward and aft pressure bulkheads.

(viii)

Keel structure between the wing front spar bulkhead and the main gear wheel well aft bulkhead including splices.

(ix)

Wing front and rear spar support bulkheads, and vertical and horizontal stabilizer front and rear spar support bulkheads including terminal fittings but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices.

(x)

Support structure in the body for the stabilizer pivot and stabilizer screw.

3. Vertical Stabilizer .

(i)

External skins between front and rear spars.

(ii)

Front, rear and auxiliary spar chords, webs and stiffeners and attachment fittings.

(iii)

Inspar ribs.

(iv)

Rudder hinges and supporting ribs, excluding bearings.

(v)

Support structure in the vertical stabilizer for rudder hinges, reaction links and actuators.

(vi)

Rudder internal, fixed attachment and actuator support structure.

4. Horizontal Stabilizer.

(i)

External skins between front and rear spars.

(ii)

Front and rear spar chords, webs and stiffeners.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-SLP1		Page 3

(iii)

Inspar ribs.

(iv)

Stabilizer center section including hinge and screw support structure.

(v)

Support structure in the horizontal stabilizer for the elevator hinges, reaction links and actuators.

(vi)

Elevator internal, fixed attachment and actuator support structure.

5. Engine Strut .

(i)

Strut external surface skin and doublers and stiffeners.

(ii)

Internal strut chords, frames and bulkheads.

(iii)

Strut to wing fittings and diagonal brace.

(iv)

Engine mount support fittings attached directly to strut structure and including the engine-mounted support fittings.

6. Main Landing Gear .

(i)

Outer cylinder.

(ii)

Inner cylinder, including axles.

(iii)

Upper and lower side struts, including spindles, universals and reaction links.

(iv)

Drag strut.

(v)

Orifice support tube.

(vi)

Downlock links including spindles and universals.

(vii)

Torsion links.

(viii)

Bell crank.

(ix)

Trunnion link.

(x)

Actuator beam, support link and beam arm.

7. Nose Landing Gear .

(i)

Outer cylinder.

(ii)

Inner cylinder, including axles.

(iii)

Orifice support tube.

(iv)

Upper and lower drag strut, including lock links.

(v)

Steering plates and steering collars.

(vi)

Torsion links.

NOTE:

The Service Life Policy *** the SLP Components.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-SLP1		Page 4

LOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1207868

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		Aircraft Performance Guarantees

Reference:		Purchase Agreement No. PA-03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER 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 upon delivery of the Aircraft to Customer.

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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.

2. 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-03784-LA-1208938.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207868		Page 1
Performance Guarantees

LOGO

Very truly yours,


THE BOEING COMPANY

By	/s/ ***

Its	Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By	/s/ Gerald Laderman

Its	Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207868
Performance Guarantees		Page 2

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 1

MODEL 737-900ER *** PERFORMANCE GUARANTEES

FOR UNITED AIR LINES, INC.


SECTION		CONTENTS
1		AIRCRAFT MODEL APPLICABILITY

2		FLIGHT PERFORMANCE

3		MANUFACTURER’S EMPTY WEIGHT

4		AIRCRAFT CONFIGURATION

5		GUARANTEE CONDITIONS

6		GUARANTEE COMPLIANCE

7		EXCLUSIVE GUARANTEES

BOEING / CONTINENTAL AIR LINES, INC. PROPRIETARY


P.A. No. PA-1951
AERO-B-BBA4-M12-0362C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 2

1	AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 737-900ER Aircraft *** and 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	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, with an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord, and using maximum takeoff thrust, shall not be more than the following guarantee value:

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

GUARANTEE: *** Pounds

2.2

Landing

2.2.1

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:

GUARANTEE: *** Feet

2.2.2

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

GUARANTEE: *** Feet

2.3

Speed

The level flight speed at a gross weight of *** pounds, on an ISA+10°C day, at an altitude of *** feet and using not more than maximum cruise thrust, shall not be less than the following guarantee value:

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 3

2.4

Altitude Capability—All Engines Operating

The altitude capability at a gross weight of *** pounds, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value:

GUARANTEE: *** Feet

Conditions:

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

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

The Aircraft shall be capable of at least a *** g maneuver load factor at buffet onset.

2.5

Enroute One-Engine-Inoperative Altitude

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 ISA+10°C day using not more than maximum continuous thrust, shall not be less than the following guarantee value:

GUARANTEE: *** Feet

2.6

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:

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 4

Conditions and operating rules:

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

2.7

Mission

2.7.1

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) using the conditions and operating rules defined below, shall not be less than the following guarantee value:

Conditions and operating rules:


		Stage Length:		The stage length is defined as the sum of the distances for 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
5.	*** feet	*** feet
6.	*** feet	*** feet


				Takeoff performance is based on an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 5


				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 the recommended climb speed for minimum block fuel.

				The climb continues at the recommended climb speed for minimum block fuel 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.

		Descent:		The Aircraft descends from the final cruise altitude at * KCAS to an altitude of * feet above the destination airport altitude.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 6



				Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.

				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

				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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number.

2.7.2

Mission Payload

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 7

Conditions and operating rules:


		Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

		Takeoff:		The airport altitude is *** feet.

				The takeoff gross weight is not limited by the airport conditions.

				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 the recommended climb speed for minimum block fuel.

				The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.

				The climb continues at the recommended climb speed for minimum block fuel until the initial cruise altitude is reached.

				The temperature is ISA+5°C during climb.

				Maximum climb thrust is used during climb.

		Cruise:		The Aircraft cruises at *** Mach number.

				The initial cruise altitude is *** feet.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 8


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

				The temperature is ISA+5°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 at sea level.

				The temperature is ISA+5°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

				Takeoff and Climbout Maneuver:
				Fuel *** Pounds

				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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 9


				For information purposes, the reserve fuel is based on a standard day temperature and a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission and at a * Mach number.

2.7.3

Mission Payload

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

Conditions and operating rules:


		Stage Length:		The stage length is defined as the sum of the distances for 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 an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord.

				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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 10


				The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.

				The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.

				The climb continues at *** Mach number to the initial cruise altitude.

				The temperature is ISA+10°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+10°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 at sea level.

				The temperature is ISA+10°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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 11


		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

				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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number.

2.7.4

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:

Conditions and operating rules:


		Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

		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 *** by the airport conditions.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 12


				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 the recommended climb speed for minimum block fuel.

				The climb continues at the recommended climb speed for minimum block fuel 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.

		Descent:		The Aircraft descends from the final cruise altitude at * KCAS to an altitude of * feet above the destination airport altitude.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 13


				Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.

				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

				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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number

2.7.5

Mission Block Fuel

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 14

Conditions and operating rules:


		Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

		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 *** the airport conditions.

				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 the recommended climb speed for minimum block fuel.

				The climb continues at the recommended climb speed for minimum block fuel 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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 15


				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 is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.

				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 sea level 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

				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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 16


				For information purposes, the reserve fuel is based on a standard day temperature and a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number

2.7.6

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) 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 climb, cruise, and descent.

		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 *** feet.

				The takeoff gross weight is *** the airport conditions.

				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 the recommended climb speed for minimum block fuel.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 17


				The climb continues at the recommended climb speed for minimum block fuel 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.

		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 at sea level.

				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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 18


				Takeoff and Climbout Maneuver:
				Fuel *** Pounds

				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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number

2.7.7

Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.7.8 is the basis for the mission guarantees of Paragraphs 2.7.1, 2.7.2, 2.7.3, 2.7.4, 2.7.5, and 2.7.6.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 19

2.7.8

737-900ER Weight Summary—United Air Lines


	Pounds
Standard Model Specification MEW		*******

Configuration Specification ***
*** Tourist Class Passengers
CFM56-7 Engines
* lb (* kg) Maximum Taxi Weight
* U.S. Gallons (* liters) Fuel Capacity

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

United Air Lines Manufacturer’s Empty Weight (MEW)		*******

Standard and Operational Items Allowance (Paragraph 2.7.9)		***

United Air Lines Operational Empty Weight (OEW)		*******

***		***

United Air Lines Post-Delivery Operational Empty Weight (OEW)		*******

Quantity

Pounds

* Seat Weight Included

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 20

2.7.9

Standard and Operational Items Allowance

Qty

Pounds

Standard Items Allowance

***

Unusable Fuel

***

Oil

***

Oxygen Equipment

***

Passenger Portable

***

Crew masks

***

Miscellaneous Equipment

***

Crash Axe

***

Megaphones

***

Flashlights

***

Smoke Hoods

***

Galley Structure & Fixed Inserts

***

Operational Items Allowance

***

Crew and Crew Baggage

***

Flight Crew

***

Cabin Crew

***

Baggage

***

Catering Allowance & Removable Inserts

***

First Class

***

Business Class

***

Economy Class

***

Passenger Service Equipment

***

Potable Water—60 USG

***

Waste Tank Disinfectant

***

Emergency Equipment

***

Escape Slides – Forward

***

Escape Slides—Aft

***

Life Vests—Crew and Passengers

***

Life Rafts

***

Auto Radio Beacon (ELT)

***

Total Standard and Operational Items Allowance

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 21

3	MANUFACTURER’S EMPTY WEIGHT

The Manufacturer’s Empty Weight (MEW) is guaranteed not to exceed the value in Section 03-60-00 of Detail Specification ***, Revision *** including assumed changes to a new United Airlines configuration, plus one percent.

4	AIRCRAFT CONFIGURATION

4.1

The guarantees contained in this Attachment are based on the Aircraft configuration as defined in *** of the Detail Specification *** (hereinafter referred to as the Detail Specification) including assumed changes to a new United Airlines configuration. 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.

4.2

The guarantee payloads of Paragraph 2.7.1, 2.7.2, and 2.7.3 and the specified payloads of Paragraph 2.7.4, 2.7.5, and 2.7.6 block fuel guarantees will be adjusted by Boeing for the effect of the following on OEW and the Manufacturer’s Empty Weight guarantee of Section 3 will be adjusted by Boeing for the following in its evidence of compliance with the guarantees:

Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

The difference between the component weight allowances given in Appendix IV of the Detail Specification and the actual weights.

5	GUARANTEE CONDITIONS

5.1

All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

5.2

The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, the 737-900ER Certification Basis regulations specified in the Type Certificate Data Sheet A16WE, Revision 40, dated April 27, 2007.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 22

5.3

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 basis for the Aircraft as described in Paragraph 5.2, 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.

5.4

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 Category P brakes and anti-skid operative, and with the Aircraft center of gravity at the most forward limit unless otherwise specified. The takeoff performance is based on no engine bleed for air conditioning or thermal anti-icing and ***. 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.

5.5

The enroute one-engine-inoperative altitude guarantee is based on engine bleed for air conditioning with one pack operating. No engine bleed for thermal anti-icing is provided unless otherwise specified. The APU is turned off unless otherwise specified.

5.6

The speed, altitude capability, and cruise range guarantees, 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 electrical power extraction shall be defined as not less than a *** kilowatts total electrical load. 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. This operation allows a maximum cabin pressure differential of *** pounds per square inch at higher altitudes, with a nominal Aircraft cabin ventilation rate of *** cubic feet per minute including passenger cabin recirculation (nominal recirculation is *** percent). ***.

5.7

The speed, altitude capability, and cruise range guarantees, and the climb, cruise and descent portions of the mission guarantees are based on an Aircraft center of gravity location of *** percent of the mean aerodynamic chord.

5.8

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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 23

6	GUARANTEE COMPLIANCE

6.1

Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of Section 5.

6.2

Compliance with the takeoff, landing, and enroute one-engine inoperative altitude guarantees, the buffet onset portion of the altitude capability guarantee, and the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 737-900ER.

6.3

Compliance with the speed, altitude capability, and cruise range guarantees, 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.

6.4

The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

6.5

Compliance with the Manufacturer’s Empty Weight guarantee shall be based on information in the “Weight and Balance Control and Loading Manual—Aircraft Report.”

6.6

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.

6.7

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.

7	EXCLUSIVE GUARANTEES

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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 1

MODEL 737-900ER *** PERFORMANCE GUARANTEES

FOR UNITED AIR LINES, INC.


SECTION		CONTENTS

1		AIRCRAFT MODEL APPLICABILITY

2		FLIGHT PERFORMANCE

3		MANUFACTURER’S EMPTY WEIGHT

4		AIRCRAFT CONFIGURATION

5		GUARANTEE CONDITIONS

6		GUARANTEE COMPLIANCE

7		EXCLUSIVE GUARANTEES

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 2

1	AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 737-900ER Aircraft with winglets and 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 ***.

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

GUARANTEE: *** Feet

2.1.2

GUARANTEE: *** Pounds

2.2

Landing

2.2.1

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:

GUARANTEE: *** Feet

2.2.2

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

GUARANTEE: *** Feet

2.3

Speed

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 3


		NOMINAL:		*** KTAS
		TOLERANCE:		*** KTAS
		GUARANTEE:		*** KTAS

2.4

Altitude Capability—All Engines Operating

The altitude capability at a gross weight of *** pounds, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value:

GUARANTEE: *** Feet

Conditions:

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

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

The Aircraft shall be capable of at least a *** g maneuver load factor at buffet onset.

2.5

Enroute One-Engine-Inoperative Altitude

GUARANTEE: *** Feet

2.6

Cruise Range


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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 4

Conditions and operating rules:

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

2.7

Mission

2.7.1

Mission Payload


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

Conditions and operating rules:


Stage Length:	The stage length is defined as the sum of the distances for 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
		5.	*** feet	*** feet
		6.	*** feet	*** feet

	Takeoff performance is based on an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 5


				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 the recommended climb speed for minimum block fuel.

				The climb continues at the recommended climb speed for minimum block fuel 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.

		Descent:		The Aircraft descends from the final cruise altitude at * KCAS to an altitude of * feet above the destination airport altitude.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 6


	Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.

	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

	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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number.

2.7.2

Mission Payload

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 7


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

Conditions and operating rules:


		Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

		Takeoff:		The airport altitude is *** feet.

				The takeoff gross weight is *** the airport conditions.

				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 the recommended climb speed for minimum block fuel.

				The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.

				The climb continues at the recommended climb speed for minimum block fuel until the initial cruise altitude is reached.

				The temperature is ISA+5°C during climb. Maximum climb thrust is used during climb.

		Cruise:		The Aircraft cruises at *** Mach number.

				The initial cruise altitude is *** feet.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 8


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

				The temperature is ISA+5°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 at sea level.

				The temperature is ISA+5°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

				Takeoff and Climbout Maneuver:
				Fuel *** Pounds

				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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 9


				For information purposes, the reserve fuel is based on a standard day temperature and a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission and at a * Mach number.

2.7.3

Mission Payload


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

Conditions and operating rules:


		Stage Length:		The stage length is defined as the sum of the distances for 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 an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord.

				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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 10


				The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.

				The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.

				The climb continues at *** Mach number to the initial cruise altitude.

				The temperature is ISA+10°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+10°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 at sea level.

				The temperature is ISA+10°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:

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 11



				Taxi-Out:
				Fuel *** Pounds

				Takeoff and Climbout Maneuver:
				Fuel *** Pounds

				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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number.

2.7.4

Mission Block Fuel


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

Conditions and operating rules:


		Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

		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 *** the airport conditions.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 12


				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 the recommended climb speed for minimum block fuel.

				The climb continues at the recommended climb speed for minimum block fuel 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.

		Descent:		The Aircraft descends from the final cruise altitude at * KCAS to an altitude of * feet above the destination airport altitude.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 13


				Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.

				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

				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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number

2.7.5

Mission Block Fuel


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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 14

Conditions and operating rules:



		Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

		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 *** the airport conditions.

				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 the recommended climb speed for minimum block fuel.

				The climb continues at the recommended climb speed for minimum block fuel 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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 15


				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 is controlled to a maximum rate of descent equivalent to * feet per minute at *

				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

				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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 16


				For information purposes, the reserve fuel is based on a standard day temperature and a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number

2.7.6 Mission Block Fuel


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

Conditions and operating rules:


		Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

		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 *** feet.

				The takeoff gross weight is *** the airport conditions.

				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 the recommended climb speed for minimum block fuel.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 17


				The climb continues at the recommended climb speed for minimum block fuel 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.

		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 at sea level.

				The temperature is standard day during descent.

		Approachand 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:

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 18


				Taxi-Out:
				Fuel *** Pounds

				Takeoff and Climbout Maneuver:
				Fuel *** Pounds

				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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number

2.7.7

Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.7.8 is the basis for the mission guarantees of Paragraphs 2.7.1, 2.7.2, 2.7.3, 2.7.4, 2.7.5, and 2.7.6.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 19

2.7.8

737-900ER Weight Summary—United Air Lines


	Pounds
Standard Model Specification MEW		*******

Configuration Specification D019A001, Rev. M, Dated January 30, 2009

*** Tourist Class Passengers

CFM56-7 Engines

* lb (* kg) Maximum Taxi Weight

* U.S. Gallons (* liters) Fuel Capacity

***

***		***

***

***		***

***		***

***		***

***		***

***		***

***		***

***		***

***		***

***		***

***		***

***		***

United Air Lines Manufacturer’s Empty Weight (MEW)		*******

Standard and Operational Items Allowance (Paragraph 2.7.9)		***

United Air Lines Operational Empty Weight (OEW)		*******

***		***

United Air Lines Post-Delivery Operational Empty Weight (OEW)		*******

Quantity

Pounds

* Seat Weight Included

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 20

2.7.9

Standard and Operational Items Allowance

Qty

Pounds

Standard Items Allowance

***

Unusable Fuel

***

Oil

***

Oxygen Equipment

***

Passenger Portable

***

Crew masks

***

Miscellaneous Equipment

***

Crash Axe

***

Megaphones

***

Flashlights

***

Smoke Hoods

***

Galley Structure & Fixed Inserts

***

Operational Items Allowance

***

Crew and Crew Baggage

***

Flight Crew

***

Cabin Crew

***

Baggage

***

Catering Allowance & Removable Inserts

***

First Class

***

Business Class

***

Economy Class

***

Passenger Service Equipment

***

Potable Water—60 USG

***

Waste Tank Disinfectant

***

Emergency Equipment

***

Escape Slides – Forward

***

Escape Slides—Aft

***

Life Vests—Crew and Passengers

***

Life Rafts

***

Auto Radio Beacon (ELT)

***

Total Standard and Operational Items Allowance

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 21

3	MANUFACTURER’S EMPTY WEIGHT

The Manufacturer’s Empty Weight (MEW) is guaranteed not to exceed the value in Section 03-60-00 of Detail Specification D019A001CAL39E-2, Revision B including assumed changes to a new United Airlines configuration, plus one percent.

4	AIRCRAFT CONFIGURATION

4.1

The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Revision B of the Detail Specification D019A001CAL39E-2 (hereinafter referred to as the Detail Specification) including assumed changes to a new United Airlines configuration. 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.

4.2

(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 IV of the Detail Specification and the actual weights.

5	GUARANTEE CONDITIONS

5.1

All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

5.2

5.3

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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 22

that affects the certification basis for the Aircraft as described in Paragraph 5.2, 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.

5.4

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 Category P brakes and anti-skid operative, and with the Aircraft center of gravity at the most forward limit unless otherwise specified. The takeoff performance is based on no engine bleed for air conditioning or thermal anti-icing and *** 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.

5.5

5.6

5.7

5.8

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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

Attachment to Letter Agreement

No. UAL-PA-03784-LA-1207868

***

Page 23

6	GUARANTEE COMPLIANCE

6.1

Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of Section 5.

6.2

6.3

6.4

The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

6.5

Compliance with the Manufacturer’s Empty Weight guarantee shall be based on information in the “Weight and Balance Control and Loading Manual—Aircraft Report.”

6.6

6.7

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.

7	EXCLUSIVE GUARANTEES

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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 03784
AERO-B-BBA4-M12-0320C		SS12-0153

LOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1207870

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		Spare Parts Initial Provisioning

Reference:		a) Purchase Agreement No. 03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft ( Aircraft ).
		b) Customer Services General Terms Agreement No. 22-1 ( CSGTA ) between Boeing and Customer.

This letter agreement ( Letter Agreement ) is entered into on the date below and amends and supplements the CSGTA. All capitalized terms used but not defined in this Letter Agreement have the same meaning as in the CSGTA, except for “Aircraft” which will have the meaning as defined in the Purchase Agreement.

In order to define the process by which Boeing and Customer will i) identify those Spare Parts and Standards critical to Customer’s successful introduction of the Aircraft into service and its continued operation, ii) place Orders under the provisions of the CSGTA as supplemented by the provisions of this Letter Agreement for those Spare Parts and Standards, and iii) manage the return of certain of those Spare Parts which Customer does not use, the parties agree as follows.

1. Definitions .

1.1 Provisioning Data means the documentation provided by Boeing to Customer, including but not limited to the Recommended Spare Parts List ( RSPL ), identifying all Boeing initial provisioning requirements for the Aircraft.

1.2 Provisioning Items means the Spare Parts and Standards identified by Boeing as initial provisioning requirements in support of the Aircraft, excluding special tools and ground support equipment ( GSE ).

1.3 Provisioning Products Guide means the Boeing Manual D6-81834 entitled “ Spares Provisioning Products Guide ”.

2. Phased Provisioning .

2.1 Provisioning Products Guide . Prior to the initial provisioning meeting Boeing will furnish to Customer a copy of the Provisioning Products Guide.

2.2 Initial Provisioning Meeting . On or about twelve (12) months prior to delivery of the first Aircraft the parties will conduct an initial provisioning meeting, as applicable, where the procedures, schedules, and requirements for training will be

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207870
Spare Parts Initial Provisioning		Page 1

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established to accomplish phased provisioning of Spare Parts and Standards for the Aircraft in accordance with the Provisioning Products Guide. If the lead time from execution of the Purchase Agreement until delivery of the first Aircraft is less than twelve (12) months, the initial provisioning meeting will be established as soon as reasonably possible after execution of the Purchase Agreement.

2.4 Buyer Furnished Equipment ( BFE ) Provisioning Data . Unless otherwise advised by Boeing, Customer will provide or insure its BFE suppliers provide to Boeing the BFE data in scope and format acceptable to Boeing, in accordance with the schedule established during the initial provisioning meeting. Boeing will integrate such data received in accordance with above.

3.	Purchase from Boeing of Spare Parts and Standards as Initial Provisioning for the Aircraft .

3.1 Schedule . In accordance with schedules established during the initial provisioning meeting, Customer may place Orders for Provisioning Items and any GSE, special tools, QEC kits, and engine spare parts, as applicable, which Customer determines it will initially require for maintenance, overhaul and servicing of the Aircraft and/or engines.

3.2 Prices of Initial Provisioning Spare Parts .

3.2.1 Boeing Spare Parts . The Provisioning Data will set forth the prices for those Provisioning Items other than items listed in Article 3.3, below, that are Boeing Spare Parts, and such prices will be firm and remain in effect for a minimum of ninety (90) days from the date the price is first quoted to Customer in the Provisioning Data. Boeing Spare Parts pricing provided to Customer will be subject to letter agreement number 6-1162-MSA-550, entitled “Spare Parts Commitments”.

3.2.2 Supplier Spare Parts . Boeing will provide estimated prices in the Provisioning Data for Provisioning Items other than items listed in Article 3.3, below, that are Supplier Spare Parts. The price to Customer for any Supplier Spare Parts that are Provisioning Items or for any items ordered for initial provisioning of GSE, special tools manufactured by suppliers, or engine spare parts will be *** percent (***%) of the supplier’s list price for such items. If a product support and assurance agreement ( PSAA ) with a supplier is effective, then such supplier’s Supplier Spare Parts pricing will escalate pursuant to the provisions of such PSAA.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207870
Spare Parts Initial Provisioning		Page 2

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3.2.3

3.3 QEC Kits, Standards Kits, Raw Material Kits, Bulk Materials Kits and Service Bulletin Kits . In accordance with schedules established during the initial provisioning meeting, Boeing will furnish to Customer a listing of all components which could be included in the Standards kits, raw material kits, bulk materials kits and service bulletin kits which may be purchased by Customer from Boeing. Customer will select, and provide to Boeing its desired content for the kits. Boeing will furnish to Customer as soon as practicable thereafter a statement setting forth a firm price for such kits. Customer will place Orders with Boeing for the kits in accordance with schedules established during the initial provisioning meeting. For parts that are deemed Boeing Spare Parts, such pricing will remain in effect for a minimum of *** (***) days from the date the price is first quoted to Customer.

4. Delivery .

For Spare Parts and Standards ordered by Customer in accordance with Article 3 of this Letter Agreement, Boeing will, insofar as reasonably possible, deliver to Customer such Spare Parts and Standards on dates reasonably calculated to conform to Customer’s anticipated needs in view of the scheduled deliveries of the Aircraft. Customer and Boeing will agree upon the date to begin delivery of the provisioning Spare Parts and Standards ordered in accordance with this Letter Agreement. Where appropriate, Boeing will arrange for shipment of such Spare Parts and Standards which are manufactured by suppliers directly to Customer from the applicable supplier’s facility. The routing and method of shipment for initial deliveries and all subsequent deliveries of such Spare Parts and Standards will be as established at the initial provisioning meeting and thereafter by mutual agreement.

5. Substitution for Obsolete Spare Parts .

5.1 Obligation to Substitute Pre-Delivery . In the event that, prior to delivery of the first Aircraft, any Spare Part purchased by Customer from Boeing in accordance with this Letter Agreement as initial provisioning for the Aircraft is rendered obsolete or unusable due to the redesign of i) the Aircraft, ii) of any accessory, equipment or part thereof (other than a redesign at Customer’s request), or iii) of items in i) or ii) due to their noncompliance with Customer’s Detail Specification, then Boeing will deliver to Customer at no charge new and usable Spare Parts in substitution for such obsolete or unusable Spare Parts and, upon such delivery, Customer will return the obsolete or unusable Spare Parts to Boeing.

5.2 Delivery of Obsolete Spare Parts and Substitutes . Obsolete or unusable Spare Parts returned by Customer pursuant to this Article 5 will be delivered to Boeing at its Seattle Distribution Center or such other destination as Boeing may reasonably designate. Spare Parts substituted for such returned obsolete or unusable Spare Parts will be delivered to Customer in accordance with the CSGTA. *** the freight charges for the shipment from Customer to Boeing of any such obsolete or unusable Spare Part and for the shipment from Boeing to Customer of any such substitute Spare Part.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207870
Spare Parts Initial Provisioning		Page 3

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6. Repurchase of Provisioning Items .

6.1 Obligation to Repurchase . During a period commencing *** after delivery of the first Aircraft and ending *** after such delivery, Boeing will, upon receipt of Customer’s written request and subject to the exceptions in Article 6.2, repurchase unused and undamaged Provisioning Items which (i) were recommended by Boeing in the Provisioning Data as initial provisioning for the Aircraft, (ii) were purchased by Customer from Boeing, and (iii) are surplus to Customer’s needs.

6.2 Exceptions . Boeing will not be obligated under Article 6.1 to repurchase any of the following: (i) quantities of Provisioning Items in excess of those quantities recommended by Boeing in the Provisioning Data for the Aircraft, (ii) QEC kits, bulk material kits, raw material kits, service bulletin kits, Standards kits and components thereof (except those components listed separately in the Provisioning Data), (iii) Provisioning Items for which an Order was received by Boeing more than five (5) months after delivery of the last Aircraft, (iv) Provisioning Items which have become obsolete or have been replaced by other Provisioning Items as a result of Customer’s modification of the Aircraft, and (v) Provisioning Items which become excess as a result of a change in Customer’s operating parameters, as provided to Boeing pursuant to the initial provisioning meeting and which were the basis of Boeing’s initial provisioning recommendations for the Aircraft.

6.3 Notification and Format . Customer will notify Boeing, in writing when Customer desires to return Provisioning Items under the provisions of this Article 6. Customer’s notification will include a detailed summary, in part number sequence, of the Provisioning Items Customer desires to return. Such summary will be in the form of listings, tapes, diskettes or other media as may be mutually agreed between Boeing and Customer and will include part number, nomenclature, purchase order number, purchase order date and quantity to be returned. Within *** business days after receipt of Customer’s notification, Boeing will advise Customer in writing when Boeing’s review of such summary will be completed. ***

6.4 Review and Acceptance by Boeing . Upon completion of Boeing’s review of any detailed summary submitted by Customer pursuant to Article 6.3, Boeing will issue to Customer a Material Return Authorization ( MRA ) for those Provisioning Items Boeing agrees are eligible for repurchase in accordance with this Article 6. Boeing will advise Customer of the reason that any Provisioning Item included in Customer’s detailed summary is not eligible for return. Boeing’s MRA will state the date by which Provisioning Items listed in the MRA must be redelivered to Boeing, and Customer will arrange for shipment of such Provisioning Items accordingly.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207870
Spare Parts Initial Provisioning		Page 4

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6.5 Price and Payment . The price of each Provisioning Item repurchased by Boeing pursuant to this Article 6 will be an amount equal to *** percent (***%) of the original invoice price thereof except that the repurchase price of Provisioning Items purchased pursuant to Article 3.2.2 will not include ***. Boeing will pay the repurchase price by issuing a credit memorandum in favor of Customer which may be applied against amounts due Boeing for the purchase of Spare Parts or Standards.

6.6 Delivery of Repurchased Provisioning Items . Provisioning Items repurchased by Boeing pursuant to this Article 6 will be delivered to Boeing’s Seattle Distribution Center or such other destination as Boeing may reasonably designate. *** for the *** Customer *** Boeing of any such Provisioning Items.

7. Title and Risk of Loss .

Title and risk of loss of any Spare Parts or Standards delivered to Customer by Boeing in accordance with this Letter Agreement will pass from Boeing to Customer in accordance with the applicable provisions of the CSGTA. Title to and risk of loss of any Spare Parts or Standards returned to Boeing by Customer in accordance with this Letter Agreement will pass to Boeing upon delivery of such Spare Parts or Standards to Boeing in accordance with the provisions of Article 5.2 or Article 6.6, herein, as appropriate.

8. Termination for Excusable Delay .

In the event of termination of the Purchase Agreement pursuant to Article 7 of the AGTA with respect to any Aircraft, such termination will, if Customer so requests by written notice received by Boeing within fifteen (15) days after such termination, also discharge and terminate all obligations and liabilities of the parties as to any Spare Parts or Standards which Customer had ordered pursuant to the provisions of this Letter Agreement as initial provisioning for such Aircraft and which are undelivered on the date Boeing receives such written notice.

9. Order of Precedence .

In the event of any inconsistency between the terms of this Letter Agreement and the terms of any other provisions of the CSGTA, the terms of this Letter Agreement will control.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207870
Spare Parts Initial Provisioning		Page 5

LOGO

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207870
Spare Parts Initial Provisioning		Page 6

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1207871

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		Special Matters

Reference:		1) Purchase Agreement No. PA-03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft ( Aircraft )

		2) Letter Agreement UAL-PA-03784-1209039 entitled “Aircraft Model Substitution” ( Substitution Letter ) between Boeing and Customer.

1. Credit Memoranda .

1.1 Basic Credit Memorandum . At the time of delivery of each Aircraft, Boeing will issue to Customer a Basic Credit Memorandum in an amount determined by *** the ***%.

1.2 *** Credit Memorandum . At the time of delivery of each Aircraft delivering to Customer from *** through ***, Boeing will issue to Customer a *** Credit Memorandum in an amount determined by *** the ***% percent. Boeing *** that the inclusion of this *** Credit Memorandum is ***.

1.3 *** Credit Memorandum . On the first business day of each of the years ***, Boeing will issue to Customer a *** credit memorandum (*** Credit Memorandum) in a *** amount of *** US Dollars ($***) ***. This credit memorandum may be used ***, and may *** .

1.4 *** Pursuant to the ***, Customer may *** of *** . At the time of *** Boeing *** Customer ***.

1.5 ***At the time of ***% percent. Boeing *** the inclusion of *** is ***.

1.6 ***. Pursuant to the *** At the time of ***, Boeing *** Customer *** the ***%.

1.7 ***. At the time of delivery ***%***. Boeing *** the inclusion of *** is ***.

2. ***.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207871
Special Matters		Page 1

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Unless otherwise noted, the amounts of the Credit Memoranda stated in paragraphs 1.1 and 1.2 are in *** base year dollars, and the Credit Memoranda stated in paragraphs 1.4 through 1.7 are in *** base year dollars, and will be *** set forth in the Purchase Agreement applicable to the Aircraft. The Credit Memoranda may***, be (i)*** the *** of the ***, or (ii) used for ***

3. ***.

Boeing agrees to make the 737 *** for the Aircraft through Boeing’s ***. In the event that Boeing does not make the 737 ***, then Boeing will agree to ***

4. ***

If a *** leads to a *** to be available only through a *** where *** were previously available, or if an existing ***, then *** for such affected *** will have the necessary agreements in place to provide *** These ***, known as the *** will include (but not be limited to) *** that the terms of such *** are commercially reasonable.

5. 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.

6. Assignment .

Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the Aircraft at time of delivery and becoming the operator of the Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing. ***

7. Confidentiality

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207871
Special Matters		Page 2

LOGO


Very truly yours,

THE BOEING COMPANY

By		/s/ ***
Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207871
Special Matters		Page 3

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1207878

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100



Subject:		Demonstration Flight Waiver

Reference:		Purchase Agreement No. PA-03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft ( Aircraft )

Definition of Terms:

Correction Costs : Customer’s direct labor costs and the cost of any material required to correct a Flight Discrepancy where direct labor costs are equal to the Warranty Labor Rate in effect between the parties at the time such labor is expended.

Flight Discrepancy : A failure or malfunction of an Aircraft, or the accessories, equipment or parts installed on the Aircraft which results from a defect in the Aircraft, Boeing Product, engine or Supplier Product or a nonconformance to the Detail Specification for the Aircraft.

The AGTA provides that each aircraft will be test flown prior to delivery for the purpose of demonstrating the functioning of such Aircraft and its equipment to Customer; however, Customer may elect to waive this test flight. For each test flight waived, *** agrees to *** an amount of *** at delivery that, including the ***, totals the following ***

Aircraft

Model

***

737

***

Further, *** agrees to *** for any *** as a result of the discovery of a *** during the first flight of the aircraft by *** following delivery to the extent such *** are not covered under a warranty provided by *** or any of *** suppliers.

Should a *** which requires the *** of the Aircraft to *** facilities at ***, so that *** may *** such ***, Boeing and Customer agree that title to and risk of loss of such

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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Demonstration Flight Waiver		Page 1

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Aircraft will ***. In addition, it is agreed that *** will have *** while it is on the ground at *** facilities in *** as is chargeable by law to a bailee for mutual benefit, but *** shall not be liable for ***.

To be *** for *** shall submit a written itemized statement describing any *** and indicating the *** incurred by *** for each *** This request must be submitted to ***, within ***after the ***


Very truly yours,

THE BOEING COMPANY

By		/s/ ***
Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207878
Demonstration Flight Waiver		Page 2

LOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1207879

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		Option Aircraft

Reference:		Purchase Agreement No. PA-03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft ( Aircraft )

1. Right to Purchase Option Aircraft .

Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in Table 1 to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the option to purchase additional Model 737-900ER aircraft as option aircraft ( Option Aircraft) .

2. Delivery .

The number of aircraft and delivery months are listed in the Attachment A to this Letter Agreement.

3. Configuration .

3.1 Subject to the provisions of Article 3.2, below, the configuration for the Option Aircraft will be the Detail Specification for model 737-900ER aircraft at the revision level in effect at the time of Definitive Agreement (as defined below). Such Detail Specification will be revised to include (i) changes applicable to the Detail Specification that are developed by Boeing between the Option Exercise Date (as defined below) and the signing of the Definitive Agreement, (ii) changes required to obtain required regulatory certificates, and (iii) other changes as mutually agreed.

3.2 Subject to *** the Option Aircraft may ***, provided that it can achieve *** which would result pursuant to the provisions of Article ***.

4. Price .

4.1 The Airframe Price and Optional Features Prices for each of the Option Aircraft is identified in Attachment A to this Letter Agreement. The ***

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4.2 The Airframe Price, Optional Features Prices, and Aircraft Basic Price for each of the Option Aircraft shall be adjusted in accordance with the terms set forth in Article 2.1.5 ( Escalation Adjustment ) of the AGTA.

4.3 The Advance Payment Base Price shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of Definitive Agreement.

5. Payment .

5.1 Customer will pay a non-refundable option deposit to Boeing in the amount shown in the Attachment for each Option Aircraft ( Option Deposit ), on the date of execution of this Letter Agreement. If Customer exercises an option, the Option Deposit will be credited against the first advance payment due. ***

5.2 Notwithstanding the amount shown in Attachment A, the Option Deposit will be *** for each ***.

5.3 At Definitive Agreement for the Option Aircraft, advance payments will be payable as specified in the Purchase Agreement. The remainder of the Aircraft Price for the Option Aircraft will be paid at the time of delivery.

6. Option Exercise .

6.1 Customer may exercise an option by giving written notice to Boeing on or before the date *** prior to the first day of the delivery month listed in the Attachment ( Option Exercise Date ).

***

7. Definitive Agreement .

Following Customer’s exercise of an option, the parties will sign a definitive agreement for the purchase of such Option Aircraft ( Definitive Agreement ) within *** of such exercise. The Definitive Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement. In the event the parties have not entered into a Definitive Agreement within *** Days following option exercise, either party may terminate the option to purchase such Option Aircraft by giving written notice to the other within ***. If Customer and Boeing fail to enter into the Definitive Agreement, Boeing will retain the Option Deposit for that Option Aircraft and shall have no further obligation with respect to that Option Aircraft.

8. Assignment .

9. Confidential Treatment .

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207879
Option Aircraft		Page 2

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Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207879
Option Aircraft		Page 3

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Attachment A to

Letter Agreement UAL-PA-03784-LA-1207879

737-900ER Option Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-900ER

***

Detail Specification:

***

Engine Model/Thrust:

***

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:

***

Seller Purchased Equipment (SPE) Estimate:

***

Deposit per Aircraft:

***

Delivery Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

***

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207879
Option Aircraft		Page 4

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Attachment A to

Letter Agreement UAL-PA-03784-LA-1207879

737-900ER Option Aircraft Delivery, Description, Price and Advance Payments

Delivery Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

***

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207879
Option Aircraft		Page 5

LOGO

Attachment A to

Letter Agreement UAL-PA-03784-LA-1207879

737-900ER Option Aircraft Delivery, Description, Price and Advance Payments

Delivery Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

***

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207879
Option Aircraft		Page 6

LOGO

Attachment A to

Letter Agreement UAL-PA-03784-LA-1207879

737-900ER Option Aircraft Delivery, Description, Price and Advance Payments

Delivery Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

***

***

Total

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207879
Option Aircraft		Page 7

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1207881

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		Seller Purchased Equipment
Reference:		Purchase Agreement No. PA-03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft ( Aircraft )

General.

Seller Purchased Equipment ( SPE ) is BFE that Boeing purchases for Customer and that is identified as SPE in the Detail Specification for the Aircraft.

2.	Customer Responsibilities.

2.1 Supplier Selection . Customer will select SPE suppliers from a list provided by *** for the commodities identified on such list and notify Boeing of the SPE suppliers in accordance with the supplier selection date(s) as set forth in Attachment A of this Letter Agreement. If Customer selects *** supplier that is *** will become BFE and the provisions of Exhibit A, Buyer Furnished Equipment Provisions Document, of the AGTA will apply.

2.2 Supplier Agreements . Customer will enter into initial agreements with the selected suppliers within *** after the selection date(s) for the supplier to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM). Customer will enter into final agreements with selected suppliers for the following additional provisions in accordance with the supplier agreement date(s) within *** of the ITCM or as otherwise identified by Boeing:

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207881
Seller Purchased Equipment		Page 1

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***

2.3 Configuration Requirements . Customer will meet with Boeing and such selected SPE suppliers in the ITCM and any other scheduled meetings in order to:

***

3. Boeing Responsibilities.

3.1 Supplier Selection

3.1.1 Bidder’s List . For information purposes, Boeing will submit to Customer a bidder’s list of existing suppliers of *** prior to the supplier selection date(s) referred to in paragraph 2 (i) above.

3.1.2 Request for Quotation ( RFQ ) . Approximately *** prior to the supplier selection date(s), Boeing will issue its RFQ inviting potential bidders to submit bids for the *** of the selection date.

3.1.3 Bidders Summary . Not later than *** prior to the supplier selection date(s), Boeing will submit to Customer a summary of the bidders from which to choose a supplier for the ***. The summary is based on an evaluation of the bids submitted using price, weight, warranty and schedule as the criteria.

3.2 Additional Boeing responsibilities:

***

4. IFE/CCS Software.

IFE/CCS may contain software of the following two types:

4.1 Systems Software . The software required to operate and certify the IFE/CCS systems on the Aircraft is the Systems Software and is part of the IFE/CCS.

4.2 Customer’s Software . The software accessible to the Aircraft passengers which controls Customer’s specified optional features is Customer’s Software and is not part of the IFE/CCS.

4.2.1 Customer is solely responsible for specifying Customer’s Software functional and performance requirements and ensuring that Customer’s Software meets such requirements. Customer and Customer’s Software supplier will have total responsibility for the writing, certification, modification, revision, or correction of any of Customer’s Software. Customer shall be responsible for and assumes all liability with respect to Customer’s Software.

4.2.2 The omission of any Customer’s Software or the lack of any functionality of Customer’s Software will not be a valid condition *** of the *** at the time of ***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207881
Seller Purchased Equipment		Page 2

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4.2.3 Boeing has no obligation to approve any documentation to support *** will only *** and operate Customer’s Software if in *** such *** and *** is *** to *** the *** on the ***

4.2.4 Boeing shall not be responsible for obtaining FAA certification for Customer’s Software.

5. Price.

5.1 Advance Payments . An estimated SPE price is included in the Advance Payment Base Prices shown in Table 1 for the purpose of establishing the advance payments for the Aircraft.

5.2 Aircraft Price . The Aircraft Price will be adjusted to reflect the actual costs charged to Boeing by the SPE suppliers and transportation charges.

Changes .

After Customer’s acceptance of this Letter Agreement, any changes to the Aircraft SPE configuration may only be made by and between *** and the ***. Customer requested changes to the SPE after execution of this Letter Agreement shall be made by Customer in writing directly to Boeing for approval and for coordination by Boeing with the SPE supplier. Any such change to the configuration of the Aircraft shall be subject to price and offerability through Boeing’s master change or other process for amendment of the Purchase Agreement.

7.	Proprietary Rights .

Boeing’s obligation to purchase SPE will not impose upon Boeing any obligation to compensate Customer or any supplier for any proprietary rights Customer may have in the design of the SPE.

8.	Remedies .

8.1 If *** does not perform its obligations as provided in this Letter Agreement, in addition to any other remedies which Boeing may have by contract or under law, Boeing may:

8.1.1*** the *** of the *** to *** the *** of ***, and *** the *** of the *** on such ***;

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207881
Seller Purchased Equipment				Page 3

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8.1.2*** * the ***

8.1.3*** a *** and *** for the *** and

8.1.4*** the *** by the *** of *** to such ***, including but not limited to, *** associated with *** by ***

8.2 Additionally, if *** does not perform its obligations as provided in this Letter Agreement and such non-performance causes the delivery of SPE seats to not support the delivery of the Aircraft in its scheduled delivery month, Customer agrees that:

8.2.1 Boeing may *** to *** the *** and *** of the *** in the *** in a ***

8.2.1.1 if Boeing *** to *** in a *** will *** with a *** and *** for a *** and *** in *** of the *** of the ***

9.	Title and Risk of Loss .

Title and risk of loss of the SPE will remain with Boeing until the Aircraft is delivered to Customer.

10.

***

11.	Definition.

For purposes of the ***.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207881
Seller Purchased Equipment				Page 4

LOGO

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207881
Seller Purchased Equipment		Page 5

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Attachment A

1. Supplier Selection .

Customer will:

1.1 Select and notify Boeing of the suppliers and part numbers of the following SPE items by the following dates:


Galley System			***

Galley Inserts			***

Seats (passenger)			***

Overhead & Audio System			***

In-Seat Video System			***

Cargo Handling Systems			***

*(Single Aisle Programs only)

*	For a new certification, Customer will need to provide Supplier Selections *** months earlier than stated above.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1207881
Seller Purchased Equipment		Page 6

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1208155

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		*** Matters

Reference:		Purchase Agreement No. PA-03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft ( Aircraft )

The Purchase Agreement incorporates the terms and conditions of AGTA/UAL between Boeing and Customer. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.

1. ***

1.1 ***

1.2 ***


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

2. *** on ***

2.1 *** will *** on the *** the calendar day on which each *** in accordance with Table 1 of the Purchase Agreement, *** delivery of the applicable Aircraft. The *** used to *** shall be the *** The *** will be the *** on *** will be ***

2.2 *** the *** for each Aircraft will be ***.

3. *** Rights .

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208155
***Matters		Page 1

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3.1 Customer agrees that *** Customer*** and *** that ***. and *** are *** in *** to ***

3.2 In the event Boeing *** Customer*** pursuant to Article 3.1, absent instruction from Boeing to the contrary, Customer shall, *** the Purchase Agreement as amended by this Letter Agreement. Customer will ***.

3.3 For all purposes of this Article 3, including without limitation, notice, *** or any other application, ***. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.

3.4 Notwithstanding Article 3.1, *** shall not *** under the Purchase Agreement with respect to any Aircraft that is subject to ***

3. Confidentiality .

4. Assignment .

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208155
***Matters		Page 2

LOGO

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208155
***Matters		Page 3

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1208156

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		***

Reference:		Purchase Agreement No. PA-03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft ( Aircraft )

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 ***

Program Aircraft means each Aircraft specified in Table 1 of the Purchase Agreement as of the date of this Letter Agreement and any Option Aircraft for which Customer has exercised its option exercise rights.

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. ***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208156
***		Page 1

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7.***

8. Assignment .

*** this Letter Agreement is provided as an accommodation to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or in part.

9. Confidential Treatment .

Very truly yours,


THE BOEING COMPANY

By	/s/ ***

Its	Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By	/s/ Gerald Laderman

Its	Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208156
***		Page 2

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ATTACHMENT A

*** Forecast & *** Notice Date


***** Forecast**	Applicable to Program Aircraft Delivering in Time Period	*** Notice Date

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208156
***		Page 3

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ATTACHMENT B

***


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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208156
***		Page 4

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1208172

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100



Subject:		***

Reference:		Purchase Agreement No. PA-03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft ( Aircraft )

This Letter Agreement amends and supplements the Purchase Agreement. All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.

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

1. Customer’s *** .

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

2. ***.

At the time of delivery of each Aircraft, or *** after delivery of an Aircraft, *** Customer. Such *** shall be *** identifying the 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. ***.

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

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208172
***		Page 1

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4.***

5. Confidential Treatment .

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208172
***		Page 2

LOGO


Very truly yours,

THE BOEING COMPANY

By		/s/ ***
Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208172
***		Page 3

Attachment A to Letter Agreement UAL-PA-03784-LA-1208172

Date:

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100



Attention:		Technical Department

Reference:		Letter Agreement UAL-PA-03784-LA-1208172 to Purchase Agreement 03784

***

Very truly yours,

THE BOEING COMPANY

By:

Its:

Attachment B to Letter Agreement UCH-PA-03784-LA-1208172

***


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

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

	***	***

BOEING / UNITED AIR LINES, INC. PROPRIETARY

LOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1208173

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		***

Reference:		Purchase Agreement No. PA-03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft ( Aircraft )

1. Special Consideration for ***

In the event that Customer elects to have the *** installed on an Aircraft at time of delivery, Boeing shall provide at the time of delivery of each such Aircraft ***

In the event that Customer elects to install the *** as a post delivery modification, Boeing shall *** such *** in a manner similar to what is currently being done with ***, i.e. the *** for the *** will be ***

2. Assignment *** .

The *** described in this Letter Agreement are ***. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.

3.	Confidential Treatment .

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208173
***		Page 1

LOGO


Very truly yours,

THE BOEING COMPANY

By		/s/ ***
Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208173
***		Page 2

LOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1207869

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100



Subject:		737 Production Adjustments
Reference:		1) Purchase Agreement No. 03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft (including any 737-700 or 737-800 aircraft, collectively the 737NG 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. 737 Production Adjustments

For any scheduled deliveries from *** onward, Boeing may *** or *** to *** of the *** ( 737 Production Adjustment ), provided that such 737 Production Adjustment *** in a ***. If Boeing elects to take such action, for those *** by a 737 Production Adjustment, Boeing will *** of the *** with the *** of the ***

2. Notice and Purchase Agreement Amendment .

2.1 *** Notice . If Boeing elects to implement the 737 Production Adjustment, no later than *** months prior to the first day of the scheduled delivery month of the ***, Boeing will provide Customer written notice of its intention to *** of the *** with the *** of a *** ( *** Notice ). Such *** Notice will i) represent that Boeing has elected to implement a 737 Production Adjustment, and ii) *** the *** of *** Boeing’s notice will constitute an amendment to the Purchase Agreement to *** the *** and an amendment to the *** to *** the *** in accordance with the terms and conditions set forth herein ( Amendment ).

2.2 Delivery Schedule . Boeing will ***, within its then-current production capacity, to *** for the *** as the *** of the *** ( Original Delivery Month ). In the event Boeing is ***, then Boeing will *** to the ***, and ***. In addition, Boeing will consider and make *** efforts to accommodate Customer requests regarding *** quantities in certain months.

BOEING / UNITED AIR LINES, INC. / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UAL-PA-03784-LA-1207869
737 Production Adjustments		Page 1

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2.3 Advance Payments . If the advance payments owed for any *** is *** than the advance payments paid for the ***, then within ***, *** will pay *** the amount of the difference in advance payments due as of the date of the ***. If the advance payments paid for a the applicable *** is *** than the advance payments owed for the ***

2.4 Other Terms and Conditions . All other terms and conditions of the ***, including but not limited to Aircraft Basic Price, Escalation Adjustment and Detail Specification, shall apply to the ***.

3. Effectiveness; Conforming Changes to Purchase Agreement .

The terms of this Letter Agreement will be fully effective upon the date of the *** Notice. Once effective, the terms of this Letter Agreement will supersede the corresponding terms of the Purchase Agreement ***. The execution of the ***, as discussed below, is to facilitate contract administration and is not a condition to the effectiveness of this Letter Agreement or the *** Notice. The Parties will execute a supplemental agreement to the Purchase Agreement *** to conform the Purchase Agreement terms to this Letter Agreement. Boeing and Customer, acting in good faith, will execute the *** as soon as reasonably practicable after Customer’s receipt of the *** Notice, but not later than *** days from the date thereof. In the event of any conflict between the terms and conditions of this Letter Agreement and the ***, the terms and conditions of this Letter Agreement shall control.

4. Confidential Treatment .

Customer, United Continental Holdings, Inc. and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing, United Continental Holdings, Inc. and Customer as confidential and are subject to the terms and conditions set forth in letter agreement number UAL-PA-03784-LA-1208938 ***.

BOEING / UNITED AIR LINES, INC. / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UAL-PA-03784-LA-1207869
737 Production Adjustments		Page 2

LOGO


Very truly yours,

THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, 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

BOEING / UNITED AIR LINES, INC. / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UAL-PA-03784-LA-1207869
737 Production Adjustments		Page 3

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1208938

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100



Subject:		Privileged and Confidential Matters

Reference:		Purchase Agreement No. PA-03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft ( Aircraft )

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.

(a)

Employees . A party may disclose the Information to its own employees (as well as the employees of United Continental Holdings, Inc. and Continental Airlines, Inc.) who (i) have a need to know the Information for purposes of assisting said party in the evaluation or administration of the Purchase Agreement or such party’s business operations and (ii) have been instructed to not disclose the Information except as provided by this Letter Agreement.

(b)

Professional Advisors . A party may disclose the Information to its auditors, insurers, financial advisors, *** and attorneys (“Professional Advisors”) who have a need to know the Information in connection with providing services to said party only when said party has first obtained from the Professional Advisor a written obligation of confidentiality and restricted use that is no less restrictive than the terms of this Letter Agreement. Each party shall be fully responsible to the other party for the Professional Advisors’ compliance with such obligations.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1208938
Privileged and Confidential Matters		Page 1

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(c)

Regulatory Requirements . A party may disclose in a regulatory or other government filing that part of the Information which is required by applicable law or regulation to be disclosed in such regulatory or other governmental filings, including filings with the Securities and Exchange Commission (“ SEC ”), but only in accordance with the following requirements:

(i)

The disclosing party shall advise the other party in writing of such disclosure requirement prior to making such disclosure to enable the other party to take those steps it deems necessary to protect the Information; and

(ii)

The disclosing party shall, as requested by the other party, seek redaction and/or confidential treatment for the Information or parts thereof from the SEC or other applicable regulators.


Very truly yours,

THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING PROPRIETARY


UAL-PA-03784-LA-1208938
Privileged and Confidential Matters		Page 2

LOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1209039

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois


Subject:		Aircraft Model Substitution

Reference:		Purchase Agreement No. PA-03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft ( Aircraft )

Customer may substitute the purchase of Boeing Model Boeing Model 737-800 aircraft or Model 737-700 aircraft (collectively, the Substitute Aircraft ) ***in place of any Aircraft, subject to the following terms and conditions:

1. Customer’s Written Notice .

Customer shall provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of a Substitute Aircraft,

(i)

no later than the first day of the month that is *** prior to the scheduled month of delivery of the Aircraft for which it will be substituted. Shorter notice may be acceptable if mutually agreed by both parties.

2. Boeing Production Constraints .

2.1 Customer’s substitution right is conditioned upon Boeing having production capacity for the Substitute Aircraft in the same scheduled delivery month as the Aircraft for which it will be substituted. Boeing will provide a written response to Customer’s notice of intent indicating whether or not Boeing’s production capacity will support the scheduled delivery month.

2.2 If Boeing is unable to manufacture the Substitute Aircraft in the same scheduled delivery month as the Aircraft for which it will be substituted, then Boeing shall promptly make a written offer of an alternate delivery month for Customer’s consideration and written acceptance within thirty days of such offer.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1209039
Aircraft Model Substitution		Page 1

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2.3 All of Boeing’s quoted delivery positions for Substitute Aircraft shall be considered preliminary until such time as the parties enter into a definitive agreement in accordance with paragraph 3 below.

3. Definitive Agreement .

Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive agreement for the purchase of the Substitute Aircraft within ***of Customer’s substitution notice to Boeing or of Customer’s acceptance of an alternate delivery month in accordance with paragraph 2 above.

4. ***

***

5. Assignment .

6. Confidential Treatment .

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1209039
Aircraft Model Substitution		Page 2

LOGO


Very truly yours,

THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1209039
Aircraft Model Substitution		Page 3

***

Boeing / United Air Lines, Inc. Proprietary

***

LOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1209115

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		***

Reference:		Purchase Agreement No. PA-03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft ( Aircraft )

Boeing and Customer wish to enter into an agreement pursuant to which each party will *** of the Aircraft as more specifically provided below.

1. Definitions .

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

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

1.3 *** Period shall mean the period beginning *** before and ending *** after the scheduled delivery month of the first Covered Aircraft.

1.4 *** shall mean mutually agreed *** programs that *** such as *** activities as the parties may mutually agree.

1.5 *** shall mean *** for *** provided to Customer during the *** Period.

2. ***.

As more particularly set forth in this Letter Agreement*** agrees to provide *** to *** during the *** Period in a value not to exceed *** for ***up to *** of ***

3. Methods of Performance .

3.1 Subject to the ***, *** that Customer provides Boeing *** no later than *** months after the delivery of the first Covered Aircraft.

3.2 Notwithstanding the above, at Customer’s request and subject to a mutually agreed ***, *** during the *** Period directly to Customer. The *** of such Boeing *** and will *** that are subject to *** pursuant to Article 3.1 above.

3.3 In the event Customer ***. Boeing will provide Customer with no less than thirty (30) days of notice prior to ***.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1209115
***		Page 1

LOGO

4. ***

Following the execution of this Letter Agreement, *** pursuant to this Letter Agreement.

5. Assignment .

6. Confidential Treatment .


Very truly yours,

THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03784-LA-1209115
***		Page 2

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.

EXHIBIT 10.2

Supplemental Agreement No. 01

Purchase Agreement Number PA-03784

(the Agreement)

Between

The Boeing Company

and

United Air Lines, Inc.

Relating to Boeing Model 737-900ER Aircraft

THIS SUPPLEMENTAL AGREEMENT is entered into as of September 27, 2012 by and between THE BOEING COMPANY (Boeing) and UNITED AIR LINES, INC. (Customer);

WHEREAS, Customer and Boeing agree to reschedule *** 737-900ER aircraft as follows:


Current Delivery Month	Revised Delivery Month	Serial Number
*******	*******	*******

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

1. Table of Contents, Articles, Tables, Exhibits, and Letter Agreements :

1.1 Remove and replace, in its entirety, the “Table of Contents”, with the “Table of Contents” attached hereto, to reflect the changes made by this Supplemental Agreement No. 01.

1.2 Remove and replace, in its entirety, “Table 1” with the “Table 1” attached hereto to reflect the revised delivery month for *** 737-900ER aircraft bearing serial number ***.

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.


P.A. 3874
UAL		SA 1-1

Supplemental Agreement No. 01 to

Purchase Agreement PA-03784

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


THE BOEING COMPANY				UNITED AIR LINES, INC.

/s/ ***				/s/ Gerald Laderman
Signature				Signature

Attorney-in-Fact				Senior Vice President – Finance and Treasurer
Title				Title


P.A. 3874
UAL		SA 1-2

TABLE OF CONTENTS


		SA Number
ARTICLES
Article 1.	Quantity, Model and Description
Article 2.	Delivery Schedule
Article 3.	Price
Article 4.	Payment
Article 5.	Additional Terms

TABLE

1.	Aircraft Information Table		01

EXHIBIT
A.	Aircraft Configuration
B.	Aircraft Delivery Requirements and Responsibilities

SUPPLEMENTAL EXHIBITS
AE1.	Escalation Adjustment/Airframe and Optional Features
BFE1.	BFE Variables
CS1.	Customer Support Variables
EE1.	Engine Escalation, Engine Warranty ***
SLP1.	Service Life Policy Components

BOEING / UNITED AIR LINES, INC. PROPRIETARY


ULA-PA-03784		SA-1
		Page 3


LETTER AGREEMENTS	TITLE	SA Number

UAL-PA-03784-LA-1207868	Performance Guarantees

UAL-PA-03784-LA-1207870	Spare Parts Initial Provisioning

UAL-PA-03784-LA-1207871	Special Matters

UAL-PA-03784-LA-1207878	Demonstration Flight Waiver

UAL-PA-03784-LA-1207879	Option Aircraft

UAL-PA-03784-LA-1207881	Seller Purchased Equipment

UAL-PA-03784-LA-1208155	*** Matters

UAL-PA-03784-LA-1208156	***

UAL-PA-03784-LA-1208172	***

UAL-PA-03784-LA-1208173	***

UAL-PA-03784-LA-1207869	737 Production Adjustments

UAL-PA-03784-LA-1208938	Privileged and Confidential Matters

UAL-PA-03784-LA-1209039	Aircraft Model Substitution

UAL-PA-03784-LA-1209115	***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


ULA-PA-03784		SA-1
		Page 4

Table 1 To

Purchase Agreement No. 03784

737-900ER Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW: 737-900ER

***

Detail Specification: ***

Engine Model/Thrust: CFM56-***

***

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:

***

Seller Purchased Equipment (SPE) Estimate:

***

Deposit per Aircraft:

***

Delivery

Date

Number of

Aircraft

Escalation

Factor

(Airframe)

Serial
Number

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

***

***


		Boeing / United Air Lines, Inc. Proprietary		Page 1

Table 1 To

Purchase Agreement No. 03784

737-900ER Aircraft Delivery, Description, Price and Advance Payments

Delivery

Date

Number of

Aircraft

Escalation

Factor

(Airframe)

Serial
Number

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

***

***


		Boeing / United Air Lines, Inc. Proprietary		Page 2

Table 1 To

Purchase Agreement No. 03784

737-900ER Aircraft Delivery, Description, Price and Advance Payments

Delivery

Date

Number of

Aircraft

Escalation

Factor

(Airframe)

Serial
Number

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

***

***

Total:


		Boeing / United Air Lines, Inc. Proprietary		Page 3

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.

Exhibit 10.3

PURCHASE AGREEMENT NUMBER PA-03776

between

THE BOEING COMPANY

and

United Continental Holdings, Inc.

Relating to Boeing Model 737-9 Aircraft

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776		Page 1

TABLE OF CONTENTS


		SA
ARTICLES		NUMBER
Article 1.	Quantity, Model and Description
Article 2.	Delivery Schedule
Article 3.	Price
Article 4.	Payment
Article 5.	Additional Terms

TABLE
1.	Aircraft Information Table – 737-9

EXHIBIT
A.	Aircraft Configuration
B.	Aircraft Delivery Requirements and Responsibilities

SUPPLEMENTAL EXHIBITS
AE1.	Escalation Adjustment/Airframe and Optional Features
BFE1.	BFE Variables
CS1.	Customer Support Variables
EE1.	Engine Escalation, Engine Warranty ***
SLP1.	Service Life Policy Components

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776		Page 2


LETTER AGREEMENTS		SA NUMBER
UCH-PA-03776-LA-1207637	*** Matters

UCH-PA-03776-LA-1207638	***

UCH-PA-03776-LA-1207640	Demonstration Flight Waiver

UCH-PA-03776-LA-1207643	Open Matters

UCH-PA-03776-LA-1207644	Option Aircraft

UCH-PA-03776-LA-1207646	Promotional Support

UCH-PA-03776-LA-1207647	Seller Purchased Equipment

UCH-PA-03776-LA-1207649	Spare Parts Initial Provisioning

UCH-PA-03776-LA-1207650	Special Matters

UCH-PA-03776-LA-1208055	***

UCH-PA-03776-LA-1208122	***

UCH-PA-03776-LA-1208123	*** Matters

UCH-PA-03776-LA-1208157	***

UCH-PA-03776-LA-1208234	Privileged and Confidential Matters

UCH-PA-03776-LA-1208238	Assignment Matters

UCH-PA-03776-LA-1208596	AGTA Matters

UCH-PA-03776-LA-1208869	Delivery *** Matters

UAL-PA-03786-LA-1207869	737 Production Adjustments

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776		Page 3

Purchase Agreement No. PA-03776

between

The Boeing Company

and

United Continental Holdings, Inc.

This Purchase Agreement No. PA-03776 between The Boeing Company, a Delaware corporation, ( Boeing ) and United Continental Holdings, Inc., a Delaware corporation, ( Customer ) relating to the purchase and sale of Model 737 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, ( Purchase Agreement ) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of July 12, 2012 between the parties, identified as UCH-AGTA ( AGTA ), as amended.

1. Quantity, Model and Description .

The aircraft to be delivered to Customer will be designated as Model 737 aircraft ( 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 the Purchase Agreement.

2. Delivery Schedule .

3. Price .

3.1 Aircraft Basic Price . The Aircraft Basic Price is listed in Table 1 and is subject to escalation in accordance with the terms of this Purchase Agreement.

3.2 Advance Payment Base Prices . The Advance Payment Base Prices listed in Table 1 were calculated using the *** and *** as of the date of this Purchase Agreement escalated at a rate of *** percent (***%) per year to the scheduled delivery year.

4. Payment .

4.1 Upon execution of this Purchase Agreement, Customer will be responsible for payment of a deposit in the amount shown in Table 1 for each Aircraft ( Deposit ).

4.2 The standard advance payment schedule for the Model 737 aircraft requires Customer to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of *** percent (***%), less the Deposit, on the effective date 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.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776		Page 4

4.4 Customer will pay the balance of the Aircraft Price of each Aircraft at delivery.

5. Additional Terms .

5.2 Escalation Adjustment/Airframe and Optional Features . Supplemental Exhibit AE1 contains the applicable airframe and optional features escalation formula .

5.3 Buyer Furnished Equipment Variables . Supplemental Exhibit BFE1 contains supplier selection dates, on dock dates and other variables applicable to the Aircraft.

5.6 Service Life Policy Component Variables . Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life Policy for the Aircraft.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776		Page 5


AGREED AND ACCEPTED this

July 12, 2012
Date

THE BOEING COMPANY				UNITED CONTINENTAL HOLDINGS, INC.

/s/ ***				/s/ Gerald Laderman
Signature				Signature

***				Gerald Laderman
Printed name				Printed name

Attorney-in-Fact				Senior Vice President – Finance and Treasurer
Title				Title

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776		Page 6

Table 1 To

Purchase Agreement No. 03776

737-9 Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-9

*** pounds

Detail Specification:

***

Engine Model/Thrust:

CFM-LEAP-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:

$***

Seller Purchased Equipment (SPE) Estimate:

$***

Deposit per Aircraft:

$***

Delivery

Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Serial Number

Actual or
Nominal
Delivery
Month*

Escalation Estimate Adv
Payment Base Price Per
A/P

Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery):

***

***


		Boeing Proprietary		Page 1

Table 1

Purchase Agreement No. 03776

737-9 Aircraft Delivery, Description, Price and Advance Payments

Delivery

Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Serial Number

Actual or
Nominal
Delivery
Month*

Escalation Estimate Adv
Payment Base Price Per
A/P

Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery):

***

***


		Boeing Proprietary		Page 2

Table 1

Purchase Agreement No. 03776

737-9 Aircraft Delivery, Description, Price and Advance Payments

Delivery

Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Serial Number

Actual or
Nominal
Delivery
Month*

Escalation Estimate Adv
Payment Base Price Per
A/P

Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery):

***

***


		Boeing Proprietary		Page 3

Table 1

Purchase Agreement No. 03776

737-9 Aircraft Delivery, Description, Price and Advance Payments

Delivery

Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Serial Number

Actual or
Nominal
Delivery
Month*

Escalation Estimate Adv
Payment Base Price Per
A/P

Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery):

***

***


		Boeing Proprietary		Page 4

Table 1

Purchase Agreement No. 03776

737-9 Aircraft Delivery, Description, Price and Advance Payments

Delivery

Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Serial Number

Actual or
Nominal
Delivery
Month*

Escalation Estimate Adv
Payment Base Price Per
A/P

Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery):

***

***

Total: 100

*	Nominal delivery months *** pursuant to Letter Agreement number UCH-PA-03776-LA-1207643.

Note: The estimated Advance Payment Base Prices have been calculated using a***, and ***, as follows:


***	$	***
***	$	***
***	$	***
***	$	***


		Boeing Proprietary		Page 5

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

United Continental Holdings, Inc.

Exhibit A to Purchase Agreement Number PA-03776

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-EXA		Page 1

Exhibit A-1

AIRCRAFT CONFIGURATION

Dated TBD

relating to

BOEING MODEL 737-9 AIRCRAFT

The Detail Specification is Boeing document number ***, revision ***, dated as of ***. The content of this Exhibit A-1 will be defined pursuant to the provisions of Letter Agreement UAL-PA-03776-LA-1207643 to the Purchase Agreement, entitled “Open Matters”.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-EXA		Page 2

Exhibit A-2

AIRCRAFT CONFIGURATION

Dated TBD

relating to

BOEING MODEL 737-8 AIRCRAFT

The Detail Specification is Boeing document number ***, revision ***, dated as of ***. The content of this Exhibit A-2 will be defined pursuant to the provisions of Letter Agreement UAL-PA-03776-LA-1207643 to the Purchase Agreement, entitled “Open Matters”.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-EXA		Page 3

Exhibit A-3

AIRCRAFT CONFIGURATION

Dated TBD

relating to

BOEING MODEL 737-7 AIRCRAFT

The Detail Specification is Boeing document number ***, revision ***, dated as of ***. The content of this Exhibit A-3 will be defined pursuant to the provisions of Letter Agreement UAL-PA-03776-LA-1207643 to the Purchase Agreement, entitled “Open Matters”.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-EXA		Page 4

AIRCRAFT DELIVERY REQUIREMENTS AND

RESPONSIBILITIES

between

THE BOEING COMPANY

and

United Continental Holdings, Inc.

Exhibit B to Purchase Agreement Number PA-03776

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-EXB		Page 1

Exhibit B

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

relating to

BOEING MODEL 737-9 AIRCRAFT

1. GOVERNMENT DOCUMENTATION REQUIREMENTS .

Certain actions are required to be taken by Customer in advance of the scheduled delivery month of each Aircraft with respect to obtaining certain government issued documentation.

1.2 Certificate of Sanitary Construction .

1.3 Customs Documentation .

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-EXB		Page 2

1.3.2 General Declaration - U.S . If the Aircraft is intended to be exported from the United States, Boeing will prepare Customs Form 7507, General Declaration, for execution by U.S. Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer will furnish to Boeing not later than *** prior to delivery all information required by U.S. Customs and Border Protection, including without limitation (i) a complete crew and passenger list identifying the names, birth dates, passport numbers and passport expiration dates of all crew and passengers and (ii) a complete ferry flight itinerary, including point of exit from the United States for the Aircraft.

2. Insurance Certificates .

3. NOTICE OF FLYAWAY CONFIGURATION .

(i)

the name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training, the method of payment for such fuel, and fuel load for the ferry flight;

(ii)

(iii)

any BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer’s subsequent Aircraft;

(iv)

a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and

(v)

a complete ferry flight itinerary.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-EXB		Page 3

4. DELIVERY ACTIONS BY BOEING .

4.2 Schedule of Demonstration Flights . All FAA and Customer demonstration flights will be scheduled by Boeing for completion prior to delivery of the Aircraft.

4.3 Schedule for Customer’s Flight Crew . Boeing will inform Customer of the date that a flight crew is required for acceptance routines associated with delivery of the Aircraft.


Aircraft Model	Fuel Provided
737		*	**

4.6 Delivery Papers, Documents and Data . Boeing will have available at the time of delivery of the Aircraft certain delivery papers, documents and data for execution and delivery. If title for the Aircraft will be transferred to Customer through a Boeing subsidiary and if the Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to the Aircraft from Boeing’s subsidiary to Customer.

5. DELIVERY ACTIONS BY CUSTOMER .

5.1 Aircraft Radio Station License . At delivery Customer will provide its Aircraft Radio Station License to be placed on board the Aircraft following delivery.

5.2 Aircraft Flight Log . At delivery Customer will provide the Aircraft Flight Log for the Aircraft.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-EXB		Page 4

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-EXB		Page 5

ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

between

THE BOEING COMPANY

and

United Continental Holdings, Inc.

Supplemental Exhibit AE1

to Purchase Agreement Number PA-03776

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-AE1		AE1 Page 1

ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

relating to

BOEING MODEL 737-9 AIRCRAFT

1. Formula .

Airframe and Optional Features price adjustments ( Airframe Price Adjustment ) are used to ***to be *** in *** at the signing of this Purchase Agreement and to ***to be ***at ***for the ***of ***. The Airframe Price Adjustment will be ***at the ***of*** in accordance with the following formula:

***

Where:

***= *** (For Models 737-600, 737-700, 737-800, 737-900, 737-900ER, 737-7, 737-8, 737-9, 747-8, 777-200LR, 777-F, and 777-300ER the *** includes the *** at its basic thrust level.)

***= *** plus the *** the*** (as set forth in Table *** of this Purchase Agreement).


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

Where:

*** is the *** (as set forth in Table *** of this Purchase Agreement);

***is a ***determined using the ***, calculated by establishing a *** arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the *** the month of scheduled delivery of the applicable Aircraft. As the *** values are only released on a *** basis, the value released for the *** will be used for the ***; the value released for the *** will be used for the ***; the value released for the *** will be used for the ***; the value released for the *** will be used for the ***.


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

Where:

*** is the *** (as set forth in Table *** of this Purchase Agreement); and

*** is a *** determined using the ***, calculated as a ***arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the *** the month of scheduled delivery of the applicable Aircraft.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-AE1		AE1 Page 2

As an example, for an Aircraft scheduled to be delivered in the month of ***, the months of *** of the *** will be utilized in determining the value of *** and ***.

Note:

(i)

In determining the values of *** and ***, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.

(ii)

*** is the numeric ratio attributed to *** in the Airframe Price Adjustment formula.

(iii)

*** is the numeric ratio attributed to *** in the Airframe Price Adjustment formula.

(iv)

The *** are the actual average values reported by ***. The actual average values are calculated as a *** arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the *** the airframe base year. The applicable base year and corresponding denominator is provided by Boeing in Table *** of this Purchase Agreement.

(v)

The final value of *** will be rounded to the nearest dollar.

(vi)

The *** if it will ***in the ***.

2. Values to be Utilized in the Event of Unavailability.

2.1 If the *** substantially revises the methodology used for the determination of the values to be used to determine the *** and *** values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery of any such Aircraft, select a substitute from other *** or ***. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within *** months after delivery of the Aircraft, the *** should resume releasing values for the months needed to determine the Airframe Price Adjustment, ***will be used *** or ***in the ***for the *** that ***at the ***of *** of ***.

2.3 In the event escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties agree, to the extent they may lawfully do so, to ***the ***of any ***to *** an ***for *** or *** with the *** of *** of this *** in *** and *** since *** of the *** to the *** in ***.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-AE1		AE1 Page 3

2.4 If within *** of Aircraft delivery, the published index values are revised due to an acknowledged error by the Bureau of Labor Statistics, the Airframe Price Adjustment will be ***(this does not include those values noted as preliminary by the ***. A *** or *** will be issued *** for the period of original invoice to issuance of *** or ***.

Note:

(i)

The values released by *** and available to Boeing *** prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the *** and *** values for the applicable months (including those noted as preliminary by the ***) to calculate the Airframe Price Adjustment for the Aircraft invoice at the time of delivery. The values will be considered final and ***will be ***for any ***in *** subject always to ***.

(ii)

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-AE1		AE1 Page 4

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

United Continental Holdings, Inc.

Supplemental Exhibit BFE1

to Purchase Agreement Number PA-03776

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-BFE1		Page 1

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 737-9 AIRCRAFT

This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.

1. Supplier Selection .

Customer will:

Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:


Galley System		No later than * prior to 1 ^st delivery

Galley Inserts		No later than * prior to 1 ^st delivery

Seats (passenger)		No later than * prior to 1 ^st delivery

Overhead & Audio System		No later than * prior to 1 ^st delivery

In-Seat Video System		same as seats

Miscellaneous Emergency Equipment		No later than * prior to 1 ^st delivery

Cargo Handling Systems* (Single Aisle Programs only)		No later than * prior to 1 ^st delivery

*	For a new certification, supplier requires notification * prior to Cargo Handling System on-dock date.**

**	Actual Supplier Selection dates will be provided * are available to Customer.**

Customer will enter into initial agreements with the selected Galley System, Galley Inserts, Seats, and In-Seat Video System suppliers on or before *** after the above supplier selection dates to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting ( ITCM ).

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-BFE1		Page 2

2. On-dock Dates and Other Information .

On or before *** prior to first delivery , Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet ( MBF in My Boeing Configuration ( MBC ). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below:

For planning purposes, preliminary BFE on-dock dates:

Scheduled
Month/Year
of Delivery:

Qty

***

2018

***

Preliminary BFE on-dock dates will be provided when the final monthly delivery positions are provided to Customer.

2019

***

2020

***

2021

***

2022

***

Total

100

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-BFE1		Page 3

3. Additional Delivery Requirements—Import .

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-BFE1		Page 1

CUSTOMER SUPPORT VARIABLES

between

THE BOEING COMPANY

and

UNITED CONTINENTAL HOLDINGS, INC.

Supplemental Exhibit CS1

to Purchase Agreement Number 03776

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


PA No. 03776
Supplemental Exhibit CS1		Page 1

CUSTOMER SUPPORT VARIABLES

relating to

BOEING MODEL 737-9 AIRCRAFT

Customer and Boeing will conduct planning conferences approximately *** prior to delivery of the first Aircraft, or as mutually agreed, in order to develop and schedule a *** to be furnished by Boeing in support of the Aircraft.

The customized Customer Services Program will be based upon and equivalent to the entitlements summarized below.

1. Maintenance Training .

1.1

***

1.2

***

1.3

***

1.4

***

1.5

***

1.6 Training materials will be provided to each student. In addition, one set of training materials as used in Boeing’s training program, including visual aids, Computer Based Training Courseware, instrument panel wall charts, text/graphics, video programs, etc. will be provided for use in Customer’s own training program.

2. Flight Training .

2.1 Boeing will provide***to acquaint up to *** with ***Customer’s newly-purchased Aircraft and an aircraft of the same model currently operated by Customer.

2.2 Training materials will be provided to each student. In addition, one set of training materials as used in Boeing’s training program, including Computer Based Training Courseware, instrument panel wall charts, Flight Attendant Manuals, etc. will be provided for use in Customer’s own training program.

3. Planning Assistance .

3.1 Maintenance Engine ering. Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:

3.1.1 Maintenance Planning Assistance . Upon request, Boeing will provide *** to assist with maintenance program development and to provide consulting related to maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


PA No. 03776
Supplemental Exhibit CS1		Page 2

3.1.2 ETOPS Maintenance Planning Assistance . Upon request, Boeing will provide*** to assist with the development of their ETOPS maintenance program and to provide consultation related to ETOPS maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by the Customer.

3.1.3 GSE/Shops/Tooling Consulting . Upon request, Boeing will provide consulting and data for ground support equipment, maintenance tooling and requirements for maintenance shops. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

3.1.4 Maintenance Engineering Evaluation . Upon request, Boeing will provide *** to evaluate Customer’s maintenance and engineering organization for conformance with industry best practices. The result of which will be documented by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a copy of the maintenance engineering evaluation presentation. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

3.2 Spares .

(i)

Recommended Spares Parts List ( RSPL ) . A *** RSPL, data and documents will be provided to identify spare parts required for Customer’s support program.

(ii)

Illustrated Parts Catalog ( IPC ) . A *** IPC in accordance with ATA 100 will be provided.

(iii)

Provisioning Training . Provisioning training will be provided for Customer’s personnel at Boeing’s facilities, where documentation and technical expertise are available. Training is focused on the initial provisioning process and *** in the Boeing RSPL.

(iv)

Spares Provisioning Conference . A provisioning conference will be conducted, normally at Boeing’s facilities where technical data and personnel are available.

4. Technical Data and Documents .

The following will be provided in mutually agreed formats and quantities:

4.1 Flight Operations .

Airplane Flight Manual

Flight Crew Operations Manual

Quick Reference Handbook

Weight and Balance Manual Chapter 1 Control and Loading

Dispatch Deviation Guide

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


PA No. 03776
Supplemental Exhibit CS1		Page 2

Flight Crew Training Manual

Fault Reporting Manual

FMC Supplemental Data Document

Operational Performance Software

ETOPS Guide Vol. III

4.2 Maintenance .

Aircraft Maintenance Manual

Wiring Diagram Manual

Systems Schematics Manual

Fault Isolation Manual

Structural Repair Manual

Component Maintenance Manual

Standard Overhaul Practices Manual Chapter 20

Standard Wiring Practices Manual

Nondestructive Test Manual

Service Bulletins and Index

Fuel Measuring Stick Manual

Power plant Buildup Manual

Combined Index

All Operators Letters

Structural Item Interim Advisory

Combined Index

Service Letters

Maintenance Tips

4.3 Maintenance Planning .

Maintenance Planning Data Document

Maintenance Task Cards and Index

Airline Maintenance Inspection Intervals

4.4 Spares .

Illustrated Parts Catalog

Standards Books

4.5 Facilities and Equipment Planning .

Maintenance Facilities and Equipment Planning Document

Special Tool & Ground Handling Equipment Drawings & Index

Illustrated Tool and Equipment Manual

Airplane Recovery Document

Airplane Characteristics for Airport Planning Document

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


PA No. 03776
Supplemental Exhibit CS1		Page 3

Aircraft Rescue and Firefighting Information

Engine Ground Handling Document

ETOPS Configuration, Maintenance and Procedures

ETOPS Guide Vol. I

ETOPS Guide Vol. II

4.6 Supplier Technical Data .

Service Bulletins

Ground Support Equipment List

Component Maintenance Manuals

Overhaul Manual/Component Maintenance Manual Index

Publications Index

Product Support Supplier Directory

Assembly Drawings

Supplier Product Support and Assurance Agreements Documents (Vol. I & II)

4.7 Fleet Statistical Data and Reporting

Fleet reliability views, charts, and reports

Boeing will provide *** for all technical data and documents identified in this section *** Customer. For the Illustrated Parts Catalog, Boeing’s ***will ***the ***of the ***, after which time Boeing will provide for up to ***.

5. Aircraft Information .

5.1 Aircraft Information is defined as that data provided by Customer to Boeing which falls into one of the following categories: (i) aircraft operational information (including, but not limited to, *** number of aircraft, aircraft registries, landings, and *** for Boeing model aircraft); (ii) summary and detailed *** data; (iii) *** data; (iv) airplane message data, (v) scheduled maintenance data; (vi) service bulletin incorporation; and (vii) aircraft data generated or received by equipment installed on Customer’s aircraft in analog or digital form including but not limited to information regarding the state, condition, performance, location, setting, or path of the aircraft and associated systems, sub-systems and components.

5.2 License Grant . To the extent Customer has or obtains rights to Aircraft Information, Customer grants to Boeing a perpetual, world-wide, non-exclusive license to use and disclose Aircraft Information and *** in Boeing data and information and products and services provided Customer identification information as originating from Customer is removed and the Aircraft Information is aggregated if disclosed to *** such that ***will be unable to identify the source of the Aircraft Information. Customer identification information may be retained as necessary for Boeing to provide products and services Customer has requested from Boeing or for Boeing to inform Customer of *** products and services. This grant is in addition to any other grants of rights in the

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


PA No. 03776
Supplemental Exhibit CS1		Page 5

agreements governing provision of such information to Boeing regardless of whether that information is identified as Aircraft Information in such agreement including any information submitted under the In Service Data Program (ISDP).

For purposes of this article, Boeing is defined as The Boeing Company and its wholly owned subsidiaries.

5.3 Customer will provide Aircraft Information to Boeing through a software feed necessary to support ***. Boeing will provide assistance to Customer under a separate agreement for *** to enable the automated software feed.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


PA No. 03776
Supplemental Exhibit CS1		Page 6

ENGINE ESCALATION,

ENGINE WARRANTY AND ***

between

THE BOEING COMPANY

and

UNITED CONTINENTAL HOLDINGS, INC.

Supplemental Exhibit EE1

to Purchase Agreement Number 03776

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY

PA No. 03776

Supplemental Exhibit EE1

Page 1

ENGINE ESCALATION

ENGINE WARRANTY AND ***

relating to

BOEING MODEL 737-9 AIRCRAFT

1. ENGINE ESCALATION .

*** is defined for the 737-600, -700, -800, -900 or -900ER, -7, -8, -9 Aircraft. Pursuant to the AGTA, the *** for these *** are *** and *** in the same manner as the ***.

2. ENGINE WARRANTY AND ***.

Boeing has obtained from CFM International, Inc. (or CFM International, S.A., as the case may be) ( CFM ) the right to extend to ***the ***of CFM’s warranty as set forth below ***; subject, however, to *** acceptance of the conditions set forth herein. Accordingly, ***to ***and ***the*** as hereinafter set forth, and such *** all CFM56-7 and CFM-LEAP-1B type Engines (including all Modules and Parts thereof) installed in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft except that, if Customer and CFM have executed, or hereafter execute, a General Terms Agreement, then the terms of that Agreement shall be substituted for and supersede the provisions of paragraphs 2.1 through 2.10 below and paragraphs 2.1 through 2.10 below shall be of no force or effect and neither Boeing nor CFM shall have any obligation arising therefrom. In consideration for ***of the *** to ***hereby *** and *** and ***the ***or ***such CFM56-7 and CFM-LEAP-1B type Engines and***and ***. In addition, ***hereby***and *** and ***of the ***such CFM56-7 and CFM-LEAP-1B type Engines *** or *** between ***and***and ***hereby***.

2.1 Title . CFM warrants that at the date of delivery, CFM has legal title to and good and lawful right to sell its CFM56-7 and CFM-LEAP1B type Engine and Products and furthermore warrants that such title is free and clear of all claims, liens and encumbrances of any nature whatsoever.

2.2 Patents .

2.2.1 ***shall*** and ***or ***as ***on a ***or***an***of***and shall *** and ***therein***. This paragraph shall *** to ***or***to***or to the ***. As to such *** or *** for ***.

2.2.2 *** hereunder is conditioned upon Customer promptly notifying ***and giving *** and *** for the ***. In case ***to***and the use of ***, at its ***and at its ***, either ***for***the *** to ***or*** and ***or *** the***so it ***and ***. The foregoing shall constitute the ***and the ***.

2.2.3 The above provisions also apply to products which are the same as those covered by this Agreement and are delivered to Customer as part of the installed equipment on CFM56-7 and CFM-LEAP-1B powered Aircraft.

2.3 Initial Warranty . CFM warrants that CFM56-7 and CFM-LEAP-1B Engine products will conform to CFM’s applicable specifications *** prior to Customer’s initial use of such products.

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


PA No. 03776
Supplemental Exhibit EE1		Page 2

2.4 ***

2.4.1 *** by ***and agreed***CFM*** CFM will***by***to***or to other ***. *** will be ***to the ***and will ***to ***to be ***and ***with all the *** and ***including the ***applicable to ***.

2.4.2 Any warranties set forth herein shall not be transferable to a third party, merging company or an acquiring entity of Customer.

2.4.3 In the event Customer is merged with, or acquired by, another aircraft operator which has a general terms agreement with CFM, *** as set forth herein shall apply to ***.

2.5 New Engine Warranty .

2.5.1 CFM warrants each new Engine and Module against *** for the initial *** Flight Hours as follows:

(i)

Parts *** for any ***.

(ii)

*** for *** and *** of any new Engine Part will be ***.

(iii)

Such *** will be: *** percent (***%) from new to *** (***) Flight Hours and decreasing pro rata from *** percent (***%) at *** (***) Flight Hours to *** percent (***%) at *** (***) Flight Hours.

2.5.2 As an alternative to the above allowances, CFM shall, upon request of Customer:

(i)

Arrange to have the failed Engines and Modules repaired, as appropriate, at a facility designated by CFM *** for the *** Flight Hours and *** (***%) *** Flight Hours to *** percent (***%) ***.

(ii)

Transportation to and from the designated facility shall be at *** expense.

2.6 New Parts Warranty . In addition to the warranty granted for new Engines and new Modules, CFM warrants Engine and Module Parts as follows:

2.6.1 During the first *** (***) Flight Hours for such Parts and Expendable Parts, *** will grant *** percent (***%) *** or *** for repair labor for failed Parts.

2.6.2 *** will grant a pro rata *** for Scrapped Parts decreasing from *** percent (***%) at *** (***) Flight Hours Part Time to *** percent (***%) at the applicable hours designated in Table 1.

2.7 Ultimate Life Warranty .

2.7.1 CFM warrants Ultimate Life limits on the following Parts: ***

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


PA No. 03776
Supplemental Exhibit EE1		Page 3

2.7.2 *** will grant a pro rata *** decreasing from *** percent (***%) when new to *** percent at *** (***) Flight Hours or (***) Flight Cycles, whichever comes earlier. *** will be granted only when *** by a CFM or a U.S. and/or French Government imposed Ultimate Life limitation of less than (***) Flight Hours or (***) Flight Cycles.

2.8 ***.

Engines and Modules

(i)

*** percent (***%) for Parts in inventory or removed from service when new or *** Flight Hours or less total Part Time.

(ii)

***percent (***%) for Parts in inventory or removed from service with over *** (***) Flight Hours since new, regardless of warranty status.

2.8.3 Life Controlled Rotating Parts retired by Ultimate Life limits including FAA and/or EASA Airworthiness Directive, are excluded from Campaign Change Warranty.

2.10 Indemnity and Contribution .

2.10.1 IN THE EVENT *** FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN LIMITATIONS, PARAGRAPH 2.9. ABOVE, *** SHALL INDEMNIFY AND HOLD *** HARMLESS FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


PA No. 03776
Supplemental Exhibit EE1		Page 4

SUCH THIRD PARTY FOR CONTRIBUTION OR INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) INCIDENT THERETO OR INCIDENT TO ESTABLISHING SUCCESSFULLY THE RIGHT TO INDEMNIFICATION UNDER THIS PROVISION. THIS INDEMNITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OF CFM, WHETHER ACTIVE, PASSIVE OR IMPUTED.

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


PA No. 03776
Supplemental Exhibit EE1		Page 5

SERVICE LIFE POLICY COMPONENTS

between

THE BOEING COMPANY

and

UNITED CONTINENTAL HOLDINGS, INC.

Supplemental Exhibit SLP1

to Purchase Agreement Number PA-03776

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-SLP1		Page 1

SERVICE LIFE POLICY COMPONENTS

relating to

BOEING MODEL 737-9 AIRCRAFT

1. Wing .

(i)

Upper and lower wing skins and stiffeners between the forward and rear wing spars.

(ii)

Wing spar webs, chords and stiffeners.

(iii)

Inspar wing ribs.

(iv)

Inspar splice plates and fittings.

(v)

Main landing gear support structure.

(vi)

Wing center section lower beams, spanwise beams and floor beams, but not the seat tracks attached to floor beams.

(vii)

Wing-to-body structural attachments.

(viii)

Engine strut support fittings attached directly to wing primary structure.

(ix)

Support structure in the wing for spoilers and spoiler actuators; for aileron hinges and reaction links; and for leading edge devices and trailing edge flaps.

(x)

Trailing edge flap tracks and carriages.

(xi)

Aileron leading edge device and trailing edge flap internal, fixed attachment and actuator support structure.

2. Body .

(i)

(ii)

Window and windshield structure but excluding the windows and windshields.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-SLP1		Page 2

(iii)

(iv)

Nose wheel well structure, including the wheel well walls, pressure deck, bulkheads, and gear support structure.

(v)

Main gear wheel well structure including pressure deck and landing gear beam support structure.

(vi)

Floor beams and support posts in the control cab and passenger cabin area, but excluding seat tracks.

(vii)

Forward and aft pressure bulkheads.

(viii)

Keel structure between the wing front spar bulkhead and the main gear wheel well aft bulkhead including splices.

(ix)

(x)

Support structure in the body for the stabilizer pivot and stabilizer screw.

3. Vertical Stabilizer .

(i)

External skins between front and rear spars.

(ii)

Front, rear and auxiliary spar chords, webs and stiffeners and attachment fittings.

(iii)

Inspar ribs.

(iv)

Rudder hinges and supporting ribs, excluding bearings.

(v)

Support structure in the vertical stabilizer for rudder hinges, reaction links and actuators.

(vi)

Rudder internal, fixed attachment and actuator support structure.

4. Horizontal Stabilizer.

(i)

External skins between front and rear spars.

(ii)

Front and rear spar chords, webs and stiffeners.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-SLP1		Page 3

(iii)

Inspar ribs.

(iv)

Stabilizer center section including hinge and screw support structure.

(v)

Support structure in the horizontal stabilizer for the elevator hinges, reaction links and actuators.

(vi)

Elevator internal, fixed attachment and actuator support structure.

5. Engine Strut .

(i)

Strut external surface skin and doublers and stiffeners.

(ii)

Internal strut chords, frames and bulkheads.

(iii)

Strut to wing fittings and diagonal brace.

(iv)

Engine mount support fittings attached directly to strut structure and including the engine-mounted support fittings.

6. Main Landing Gear .

(i)

Outer cylinder.

(ii)

Inner cylinder, including axles.

(iii)

Upper and lower side struts, including spindles, universals and reaction links.

(iv)

Drag strut.

(v)

Orifice support tube.

(vi)

Downlock links including spindles and universals.

(vii)

Torsion links.

(viii)

Bell crank.

(ix)

Trunnion link.

(x)

Actuator beam, support link and beam arm.

7. Nose Landing Gear .

(i)

Outer cylinder.

(ii)

Inner cylinder, including axles.

(iii)

Orifice support tube.

(iv)

Upper and lower drag strut, including lock links.

(v)

Steering plates and steering collars.

(vi)

Torsion links.

NOTE: The Service Life Policy *** the SLP Components.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-SLP1		Page 4


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

UCH-PA-03776-LA-1207637

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		*** Matters

Reference:		Purchase Agreement No. PA-03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

The Purchase Agreement incorporates the terms and conditions of UCH-AGTA between Boeing and Customer. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.

1. ***

1.1 ***

1.2 ***

2. *** on *** .

*** will be *** on the ***. In the event that *** chooses to *** from a third party where such third party requires a ***in the *** as *** that this *** will not be available or provided to such third party without the prior written consent of ***, provided that *** agrees to use commercially reasonable efforts to assist ***.

3. *** Rights .

3.1 Customer agrees that *** Customer***. *** will not *** that *** and *** are *** in *** to ***.

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY

UCH-PA-03776-LA-1207637

*** Matters

Page 1

LOGO

3.2 In the event Boeing *** Customer, *** pursuant to Article 3.1, absent instruction from Boeing to the contrary, Customer shall, *** the Purchase Agreement as amended by this Letter Agreement. Customer will ***.

3.3 For all purposes of this Article 3, including without limitation, notice, *** or any other application***. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.

3.4 Notwithstanding Article 3.1, *** shall not *** under the Purchase Agreement with respect to any Aircraft that is subject to ***.

4. Confidentiality .

5. Assignment .

Except as provided in Letter Agreement No. UCH-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.

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207637
*** Matters		Page 2

LOGO

Very truly yours,

THE BOEING COMPANY



By		/s/ ***

Its		Attorney-in-Fact

		ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207637
*** Matters		Page 3


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

UCH-PA-03776-LA-1207638

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		***

Reference:		Purchase Agreement No. PA-03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

Customer may ***, subject to the following terms and conditions:

1. Customer’s Written Notice .

Customer shall provide written notice of its intention to ***,

(i)

no later than the first day of the month ***, provided that a *** Customer, or;

(ii)

no later than the first day of the month that is ***, if a *** Customer.

2. Customer *** .

Customer’s *** aircraft *** under this Letter Agreement are subject to either i) Customer and Boeing *** for the *** (which will include, but not be limited to, Customer’s participation in the *** and other launch matters); or ii) Boeing enters into an agreement to *** to *** prior to ***.

3. ***

3.1

***

3.2

***

3.3

***

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY

UCH-PA-03776-LA-1207638

***

Page 1

LOGO

4. Definitive Agreement .

***

5. ***

***

6. Assignment .

7. Confidential Treatment .

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207638
***		Page 2

***

***

***

Page 1

***

***

***

Page 1


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

UCH-PA-03776-LA-1207640

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		Demonstration Flight Waiver

Reference:		Purchase Agreement No. PA-03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

Definition of Terms:


Aircraft Model	*******
737		***

Should a *** which requires the *** of the Aircraft to *** facilities at ***, so that *** may *** such ***, Boeing and Customer agree that title to and risk of loss of such

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207640
Demonstration Flight Waiver		Page 1

LOGO

Aircraft will ***. In addition, it is agreed that *** will have *** while it is on the ground at *** facilities in ***, as is chargeable by law to a bailee for mutual benefit, but *** shall not be liable for ***.

To be *** for *** shall submit a written itemized statement describing any *** and indicating the *** incurred by *** for each ***. This request must be submitted to ***, within *** after the ***.

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207640
Demonstration Flight Waiver		Page 2


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

UCH-PA-03776-LA-1207643

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		Open Matters

Reference:		Purchase Agreement No. 03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

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

1. Aircraft Delivery Schedule .

1.1 The scheduled delivery position of the Aircraft, as of the date of this Letter Agreement is listed in Table 1 of the Purchase Agreement and provides the delivery schedule in *** delivery windows consisting of a nominal delivery month ( Nominal Delivery Month ) ***. No later than *** prior to Nominal Delivery Month of Customer’s first Aircraft in each calendar year, Boeing will provide written notice with a *** scheduled delivery month for each Aircraft with a Nominal Delivery Month in such calendar year.

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 Table 1 of the Purchase Agreement. The amended Table 1 shall be the scheduled delivery positions for the purposes of applying all provisions of the Purchase Agreements, including without limitation the BFE on-dock dates, and *** the *** for the Aircraft.

2. Aircraft Configuratio n.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207643
Open Matters		Page 1

LOGO

2.1 The initial configuration of Customer’s Model Aircraft has been defined by Boeing 737-9 Airplane Description Document No. *** dated *** as described in Article 1 and Exhibit A of the Purchase Agreement ( Initial Configuration ). Final configuration of the Aircraft ( Final Configuration ) will be completed using the then-current Boeing configuration documentation in accordance with the following schedule:

2.1.1 No later than *** prior to the first Aircraft’s scheduled delivery, Boeing and Customer will discuss potential optional features.

2.1.2 Within *** after that meeting, Boeing will provide Customer with a proposal for those optional features that can be incorporated into the Aircraft during production.

2.1.3 Customer will then have *** to accept or reject the optional features.

2.1.4 Within *** following Final Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:

2.1.4.1 Changes applicable to the basic Model 737-9 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration.

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

2.1.4.3 Revisions to the Supplemental Exhibit BFE1 to reflect the selection dates and on-dock dates of BFE;

2.1.4.4 Changes to the Optional Features Prices, and Aircraft Basic Price to adjust for the difference, if any, between the prices estimated in Table 1 of the Purchase Agreement for optional features reflected in the Aircraft Basic Price and the actual prices of the optional features reflected in the Customer Configuration Changes. Such changes will not result in a *** to the *** provided in Table 1.

3. Customer Support Variables.

3.1 The initial customer support package contained in Supplemental Exhibit CS1 to the Purchase Agreement is predicated upon the 737NG customer support package. Boeing intends to further refine the post delivery support package for the 737 MAX and will provide this revised package to Customer no later than *** prior to the first month of the scheduled delivery quarter of the first Aircraft. The provision of such revised Supplemental Exhibit CS1 will constitute an amendment to the Purchase Agreement and will provide the Customer in aggregate an overall Boeing post delivery support package that is equivalent to, or better than, the Supplemental Exhibit CS1 included in the Purchase Agreement as of the date of this Letter Agreement.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207643
Open Matters		Page 2

LOGO

3.2 Additionally, Boeing will engage in discussions with Customer in conjunction with the providing of the updated Supplemental Exhibit CS1 to offer to Customer additional uniquely tailored post delivery support services beyond the scope of the Supplemental Exhibit CS1 that will further enhance the maintainability and operational efficiency of the Aircraft.

4. *** Guarantees .

4.1 At the time of signing of the Purchase Agreement, the performance specification for the Aircraft is not fully defined and as such, Boeing will provide Customer complete *** guarantees applicable to the Aircraft no later than ***. Such *** guarantees will reflect the commitment set below and amend and supplement the Purchase Agreement.

4.1.1 *** – *** to the specifically defined *** nautical mile *** established in *** and ***, the Aircraft *** in *** for the defined *** nautical mile Customer mission will be ***% *** in *** for ***.

4.1.2 *** – The Aircraft at its *** will have the *** capability such that the FAA approved maximum *** will be *** the FAA approved *** guarantee *** utilizing *** engines and the *** established in *** and ***.

4.1.3 *** – The Aircraft will be capable of flying all routes *** to *** and *** to *** the 737-*** aircraft utilizing *** engines flies with *** on those respective routes.

4.2 If i) the complete *** guarantees (excluding ***) provided to Customer pursuant to Article 4.1 of this Letter Agreement *** guarantee *** as described in Article 4.1.2 and Article 4.1.3 of this Letter Agreement or ii) the actual Aircraft *** (excluding ***) *** guarantees provided to Customer pursuant to Article 4.1 of this Letter Agreement, and such *** the *** to Customer or the *** to Customer, then *** of *** and *** the Purchase Agreement and ***. In addition, *** agrees that, if *** is *** to ***a ***to***the***within a *** and does not *** within a ***that it will ***such a ***, then***will have the ***any such ***and, if the ***the*** of the*** to ***, the right to ***the***. If any *** are *** by *** pursuant to this Article 4.2 then, at *** election, Boeing and Customer will work together in good faith to *** to the Purchase Agreement, subject to mutually agreeable terms, during a time frame wherein the *** will meet the *** guarantees provided to *** pursuant to Article ***.

4.2.1 For the avoidance of doubt, upon *** of the ***, ***with respect to *** will promptly *** to *** the *** of the ***being so *** (and with respect to a termination ***in its***for the ***with respect to the ***).

5. Other Letter Agreements .

Boeing and Customer acknowledge that as they work together to develop the 737-9 program and as Boeing refines the definition of the Aircraft and associated production processes, there may be a need to execute or amend additional letter agreements addressing one or more of the following:

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207643
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5.1 Software . Additional provisions relating to software and software loading.

5.2 Seller Purchased Equipment ( SPE ) and/or In-Flight Entertainment ( IFE ) . Provisions relating to the terms under which Boeing may offer or install SPE in the Aircraft.

5.3 Buyer Furnished Equipment ( BFE ) . Provisions relating to the terms under which Boeing may install and certify Customer’s BFE in the Aircraft.

6. Assignment .

7. Confidential Treatment .

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207643
Open Matters		Page 4

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Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207643
Open Matters		Page 5


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

UCH-PA-03776-LA-1207644

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		Option Aircraft

Reference:		Purchase Agreement No. PA-03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

1. Right to Purchase Option Aircraft .

Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in Table 1 to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the option to purchase additional Model 737-9 aircraft as option aircraft ( Option Aircraft) .

2. Delivery .

The number of aircraft and delivery months are listed in the Attachment A to this Letter Agreement. The scheduled delivery position of each Option Aircraft listed in Attachment A provides the delivery schedule in *** delivery windows consisting of a nominal delivery month ( Nominal Delivery Month ) *** and ***. No later than *** prior to Nominal Delivery Month of Customer’s first Option Aircraft in each calendar year, Boeing will provide written notice with a *** scheduled delivery month for each Option Aircraft with a Nominal Delivery Month in such calendar year.

3. Configuration .

3.1 Subject to the provisions of Article 3.2, below, the configuration for the Option Aircraft will be the Detail Specification for Boeing Model 737-9 aircraft at the revision level in effect at the time of Definitive Agreement (as defined below). Such Detail Specification will be revised to include (i) changes applicable to the Detail Specification that are developed by Boeing between the Option Exercise Date (as defined below) and the signing of the Definitive Agreement, (ii) changes required to obtain required regulatory certificates, and (iii) other changes as mutually agreed.

3.2 Subject to ***, the Option Aircraft may start from a different configuration specification, provided that it can achieve the same configuration which would result pursuant to the provisions of Article 3.1.

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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4. Price .

4.1 The Airframe Price and Optional Features Prices for each of the Option Aircraft is identified in Attachment A to this Letter Agreement. ***.

4.3 The Advance Payment Base Price shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of Definitive Agreement.

5. Payment .

5.1 Customer will pay a non-refundable option deposit to Boeing in the amount shown in Attachment A for each Option Aircraft ( Option Deposit ), on the date of execution of this Letter Agreement. If Customer exercises an option, the Option Deposit will be credited against the first advance payment due. ***.

5.2 *** the *** shown in Attachment A, the *** will be *** ($***) for each***.

6. Option Exercise .

6.1 Customer may exercise an option by giving written notice to Boeing on or before the date *** prior to the earlier of the first day of either the Nominal Delivery Month *** ( Option Exercise Date ).

6.2 ***.

7. Definitive Agreement .

Following Customer’s exercise of an option, the parties will sign a definitive agreement for the purchase of such Option Aircraft ( Definitive Agreement ) within *** of such exercise. The Definitive Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement. In the event the parties have not entered into a Definitive Agreement within *** following option exercise, either party may terminate the option to purchase such Option Aircraft by giving written notice to the other within ***. If Customer and Boeing fail to enter into the Definitive Agreement, Boeing will retain the Option Deposit for that Option Aircraft and shall have no further obligation with respect to that Option Aircraft.

8. Assignment .

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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9. Confidential Treatment .

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207644
Option Aircraft		Page 3

Attachment A to Letter Agreement No. UCH-PA-03776-LA-1207644

737-9 Option Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-9

*** pounds

Detail Specification:

***

Engine Model/Thrust:

CFM-LEAP-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:

***

Seller Purchased Equipment (SPE) Estimate:

***

Deposit per Aircraft:

***

Delivery

Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Actual or
Nominal
Delivery
Month*

Escalation Estimate Adv
Payment Base Price Per
A/P

Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to
Delivery):

***

***

Boeing / United Continental Holdings, Inc. Proprietary

Page 1

Attachment A to Letter Agreement No. UCH-PA-03776-LA-1207644

737-9 Option Aircraft Delivery, Description, Price and Advance Payments

Delivery

Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Actual or
Nominal
Delivery
Month*

Escalation Estimate Adv
Payment Base Price Per
A/P

Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to
Delivery):

***

***

Boeing Proprietary


				Page 2

Attachment A to Letter Agreement No. UCH-PA-03776-LA-1207644

737-9 Option Aircraft Delivery, Description, Price and Advance Payments

Delivery

Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Actual or
Nominal
Delivery
Month*

Escalation Estimate Adv
Payment Base Price Per
A/P

Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to
Delivery):

***

***

Boeing Proprietary


				Page 3

Attachment A to Letter Agreement No. UCH-PA-03776-LA-1207644

737-9 Option Aircraft Delivery, Description, Price and Advance Payments

Delivery

Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Actual or
Nominal
Delivery
Month*

Escalation Estimate Adv
Payment Base Price Per
A/P

Advance Payment Per
Aircraft
(Amts. Due/Mos. Prior
to Delivery):

***

***

Total:

100

*	Nominal delivery months are *** pursuant to Letter Agreement number UCH-PA-03776-LA-1207644.

Note: The estimated Advance Payment Base Prices have been calculated using a ***, and ***, as follows:


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

Boeing Proprietary


				Page 4


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

UCH-PA-03776-LA-1207646

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Promotional Support

Reference:

Purchase Agreement No. PA-03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

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 to the Purchase Agreement as of the date of signing of this Letter Agreement.

1.3 Performance Period shall mean the period beginning *** before and ending *** after the scheduled delivery month of the first Covered Aircraft.

1.4 Promotional Support shall mean mutually agreed marketing and promotion programs that promote the entry into service of the Covered Aircraft such as marketing research, tourism development, corporate identity, direct marketing, videotape or still photography, planning, design and production of collateral materials, management of promotion programs, advertising campaigns or such other marketing and promotional activities as the parties may mutually agree.

1.5 *** shall mean *** for *** provided to Customer during the *** Period.

2. Commitment .

As more particularly set forth in this Letter Agreement*** agrees to provide Promotional Support to *** during the Performance Period in a value not to exceed *** U.S. Dollars ($***) for the ***Covered Aircraft delivered to Customer and not to exceed *** U. S. Dollars ($***) *** thereafter.

3. Methods of Performance .

3.1 Subject to the Commitment Limit, *** that Customer provides Boeing *** no later than *** months after the delivery of the first Covered Aircraft.

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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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 *** of such Boeing provided Promotional Support will be accounted for as part of the Commitment Limit and will *** that are subject to *** pursuant to Article 3.1 above.

3.3 In the event Customer does not (i) utilize the full amount 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 unused Commitment Limit ***.

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 funds disbursement process for the Promotional Support to be provided pursuant to this Letter Agreement. Boeing will provide Customer with no less than *** days of notice prior to the *** of such ***.

5. Assignment .

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

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207646
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Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Vice President - Fleet

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207646
Promotional Support		Page 3

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UCH-PA-03776-LA-1207647

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		Seller Purchased Equipment

Reference:		Purchase Agreement No. PA-03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

1. General.

Seller Purchased Equipment ( SPE ) is BFE that Boeing purchases for Customer and that is identified as SPE in the Detail Specification for the Aircraft.

2. Customer Responsibilities.

2.1 Supplier Selection . Customer will select SPE suppliers from a list provided by *** for the commodities identified on such list and notify Boeing of the SPE suppliers in accordance with the supplier selection date(s) as set forth in Attachment A of this Letter Agreement. If Customer selects *** supplier that is ***, *** will become BFE and the provisions of Exhibit A, Buyer Furnished Equipment Provisions Document, of the AGTA will apply.

***

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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2.3 Configuration Requirements . Customer will meet with Boeing and such selected SPE suppliers in the ITCM and any other scheduled meetings in order to:

***

3. Boeing Responsibilities.

3.1 Supplier Selection

3.2 Additional Boeing responsibilities:

***

4. IFE/CCS Software.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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4. IFE/CCS may contain software of the following two types:

4.1 Systems Software . The software required to operate and certify the IFE/CCS systems on the Aircraft is the Systems Software and is part of the IFE/CCS.

4.2 Customer’s Software . The software accessible to the Aircraft passengers which controls Customer’s specified optional features is Customer’s Software and is not part of the IFE/CCS.

4.2.2 The omission of any Customer’s Software or the lack of any functionality of Customer’s Software will not be a valid condition for *** of the *** at the time of Aircraft delivery.

4.2.3 Boeing has no obligation to approve any documentation to support *** will only *** and operate Customer’s Software if in *** such *** and operation is *** to *** the *** on the ***.

4.2.4 Boeing shall not be responsible for obtaining FAA certification for Customer’s Software.

5. Price.

5.1 Advance Payments . An estimated SPE price is included in the Advance Payment Base Prices shown in Table 1 for the purpose of establishing the advance payments for the Aircraft.

5.2 Aircraft Price . The Aircraft Price will be adjusted to reflect the actual costs charged to Boeing by the SPE suppliers and transportation charges.

6. Changes .

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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7. Proprietary Rights .

Boeing’s obligation to purchase SPE will not impose upon Boeing any obligation to compensate Customer or any supplier for any proprietary rights Customer may have in the design of the SPE.

8. Remedies .

8.1 If *** does not perform its obligations as provided in this Letter Agreement, in addition to any other remedies which Boeing may have by contract or under law, Boeing may:

8.1.1 ***the***of the *** to ***the***of ***and *** the ***of the ***on such ***;

8.1.2 ***the ***the ***;

8.1.3 ***a ***and ***for the ***; and

8.1.4 ***the ***by the ***of***to such ***including but not limited to***associated with ***by ***.

8.3 Additionally, if *** does not perform its obligations as provided in this Letter Agreement and such non-performance causes the delivery of SPE seats to not support the delivery of the Aircraft in its scheduled delivery month, Customer agrees that:

8.3.1 Boeing may ***to***the***and *** of the ***in the ***in a ***:

8.3.1.1 if Boeing *** to ***in a ***will ***with a ***and ***for a *** and *** in ***of the ***of the ***.

9. Title and Risk of Loss .

Title and risk of loss of the SPE will remain with Boeing until the Aircraft is delivered to Customer.

10. ***.

11. Definition.

For purposes of the ***.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207647
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Very truly yours,


THE BOEING COMPANY

By		/s/ ***
Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207647
Seller Purchased Equipment		Page 5

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Attachment A

1. Supplier Selection .

Customer will:

1.1 Select and notify Boeing of the suppliers and part numbers of the following SPE items by the following dates:


Galley System		No later than * prior to 1 ^st delivery

Galley Inserts		No later than * prior to 1 ^st delivery

Seats (passenger)		No later than * prior to 1 ^st delivery

Overhead & Audio System		No later than * prior to 1 ^st delivery

In-Seat Video System		same as seats

Miscellaneous Emergency Equipment		No later than * prior to 1 ^st delivery

Cargo Handling Systems* (Single Aisle Programs only)		No later than * prior to 1 ^st delivery

*	For a new certification, supplier requires notification * prior to Cargo Handling System on-dock date.**

**	Actual Supplier Selection dates will be provided when final monthly delivery positions are available to customer.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207647
Seller Purchased Equipment		Page 6


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

UCH-PA-03776-LA-1207649

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Spare Parts Initial Provisioning

Reference:

a) Purchase Agreement No. 03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft ).

b) Customer Services General Terms Agreement No. CSGTA-UCH ( CSGTA ) between Boeing and Customer.

1. Definitions .

1.3 Provisioning Products Guide means the Boeing Manual D6-81834 entitled “ Spares Provisioning Products Guide ”.

2. Phased Provisioning .

2.1 Provisioning Products Guide . Prior to the initial provisioning meeting Boeing will furnish to Customer a copy of the Provisioning Products Guide.

2.2 Initial Provisioning Meeting . On or about twelve (12) months prior to delivery of the first Aircraft the parties will conduct an initial provisioning meeting where the procedures, schedules, and requirements for training will be established to

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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accomplish phased provisioning of Spare Parts and Standards for the Aircraft in accordance with the Provisioning Products Guide. If the lead time from execution of the Purchase Agreement until delivery of the first Aircraft is less than twelve (12) months, the initial provisioning meeting will be established as soon as reasonably possible after execution of the Purchase Agreement.

2.3 Provisioning Data . During the initial provisioning meeting Customer will provide to Boeing the operational parameter information described in Chapter 6 of the Provisioning Products Guide. After review and acceptance by Boeing of such Customer information, Boeing will prepare the Provisioning Data. Such Provisioning Data will be furnished to Customer on or about ninety (90) days after Boeing finalizes the engineering drawings for the Aircraft. The Provisioning Data will be as complete as possible and will cover Provisioning Items selected by Boeing for review by Customer for initial provisioning of Spare Parts and Standards for the Aircraft. Boeing will furnish to Customer revisions to the Provisioning Data periodically (or upon Customer request) until approximately ninety (90) days following delivery of the last Aircraft or until the delivery configuration of each of the Aircraft is reflected in the Provisioning Data, whichever is later. Upon mutual agreement during the initial provisioning meeting, Boeing will make its representative available to support Customer’s Spare Provisioning activities related to major milestone events, starting with the initial implementation through the first heavy maintenance check for the first Aircraft. This will be accomplished by a combination of on site support at the Customer and/or dedicated focal at Boeing base upon the requirements and statement of work associated with the activity.

3. Purchase from Boeing of Spare Parts and Standards as Initial Provisioning for the Aircraft .

3.2 Prices of Initial Provisioning Spare Parts .

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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3.3 QEC Kits, Standards Kits, Raw Material Kits, Bulk Materials Kits and Service Bulletin Kits . In accordance with schedules established during the initial provisioning meeting, Boeing will furnish to Customer a listing of all components which could be included in the quick engine change ( QEC ) kits, Standards kits, raw material kits, bulk materials kits and service bulletin kits which may be purchased by Customer from Boeing. Customer will select, and provide to Boeing its desired content for the kits. Boeing will furnish to Customer as soon as practicable thereafter a statement setting forth a firm price for such kits. Customer will place Orders with Boeing for the kits in accordance with schedules established during the initial provisioning meeting. For parts that are deemed Boeing Spare Parts, such pricing will remain in effect for a minimum of *** days from the date the price is first quoted to Customer.

4. Delivery .

5. Substitution for Obsolete Spare Parts .

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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5.2 Delivery of Obsolete Spare Parts and Substitutes . Obsolete or unusable Spare Parts returned by Customer pursuant to this Article 5 will be delivered to Boeing at its Seattle Distribution Center or such other destination as Boeing may reasonably designate. Spare Parts substituted for such returned obsolete or unusable Spare Parts will be delivered to Customer in accordance with the CSGTA. *** for the *** Customer *** Boeing of any such obsolete or unusable Spare Part and for the shipment from Boeing to Customer of any such substitute Spare Part.

6. Repurchase of Provisioning Items .

6.1 Obligation to Repurchase . During a period commencing *** after delivery of the first Aircraft, and ending *** after such delivery, Boeing will, upon receipt of Customer’s written request and subject to the exceptions in Article 6.2, repurchase unused and undamaged Provisioning Items which were peculiar to the Aircraft as compared to the delivery configuration of Model 737 aircraft previously purchased by Customer from Boeing and (i) were recommended by Boeing in the Provisioning Data as initial provisioning for the Aircraft, (ii) were purchased by Customer from Boeing, and (iii) are surplus to Customer’s needs.

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7. Title and Risk of Loss .

8. Termination for Excusable Delay .

9. Order of Precedence .

In the event of any inconsistency between the terms of this Letter Agreement and the terms of any other provisions of the CSGTA, the terms of this Letter Agreement will control.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207649
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Very truly yours,


THE BOEING COMPANY

By		/s/ ***
Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207649
Spare Parts Initial Provisioning		Page 6

The Boeing Company

LOGO

P.O. Box 3707

Seattle, WA 98124-2207

UCH-PA-03776-LA-1207650

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Special Matters

Reference:

1) Purchase Agreement No. PA-03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

2) Letter Agreement UCH-PA-03776-1207638 entitled ***

1. Credit Memoranda .

1.1 Basic Credit Memorandum . At the time of delivery of each Aircraft, Boeing will issue to Customer a Basic Credit Memorandum in an amount determined by *** the ***%.

1.2 *** Credit Memorandum . At the time of delivery of each Aircraft, Boeing will issue to Customer a *** Credit Memorandum in an amount determined by *** the ***%. Boeing represents that the inclusion of this *** Credit Memorandum is ***.

1.3 ***. Pursuant to the ***, Customer may *** of ***. At the time of ***, Boeing *** Customer *** the ***%.

1.4 ***. Pursuant to the ***, Customer may *** of ***. At the time of ***, Boeing *** Customer ***%.

2. ***

Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs 1.1 through 1.4 are in *** and will be *** set forth in the Purchase Agreement applicable to the Aircraft. The Credit Memoranda may, at the ***, be (i) *** the *** of the ***, or (ii) used for ***.

3. ***

Boeing agrees to make the 737 *** for the 737-9 through Boeing’s ***. In the event that Boeing *** the 737 ***, then *** will provide ***at delivery of each 737-9 equal

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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to *** for ***in the ***in the ***with the 737 *** as set forth in Attachment 1 to this Letter Agreement *** (subject to the requirements in Attachment 1, unless otherwise mutually agreed) without the 737 *** of *** ( 737 *** ). For the avoidance of doubt, *** to issue the 737 *** will *** when the 737 *** becomes, and remains, *** for the 737-9 aircraft not yet delivered to Customer.

4. ***

It is Boeing’s 737 MAX design intent to *** with the *** while also achieving the 737 MAX *** (including, but not limited to, ***) that the ***. If a *** leads to a *** to be available only through a *** for the *** where *** were available on the ***, or if an existing ***, then *** for such affected *** will have the necessary agreements in place to provide ***. These ***, known as ***, will include (but not be limited to) *** that the terms of such *** are commercially reasonable.

5. Supplier Diversity .

6. Delivery *** .

Customer and Boeing agree that both Customer and Boeing will have certain Aircraft delivery ***. Such delivery *** are provided to Customer and Boeing pursuant to Letter Agreement No. UCH-PA-03776-LA-1208869.

7. Assignment .

Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation 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. UCH-PA-03776-LA-1208238, this Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing. ***

8. Confidentiality

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207650
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Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1207650
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The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UCH-PA-03776-LA-1208055

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100



Subject:		***

Reference:		Purchase Agreement No. PA-03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

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 ***.

2. Applicability .

3. *** Forecast .

4. ***

4.1 ***

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208055
***		Page 1

LOGO

4.2 ***

4.3 *** escalation rate of less than ***percent (***%), then the cumulative annual escalation applicable to such Program Aircraft will be determined pursuant to Article 5 below.

5. ***

6. ***

7. ***

8. Assignment .

9. Confidential Treatment .

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208055
***		Page 2

LOGO

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208055
***		Page 3

LOGO

ATTACHMENT A

*** Forecast & *** Notice Date


***** Forecast**	Applicable to Program Aircraft Delivering in Time Period	*** Notice Date

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

***	***	***

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***	***	***

***	***	***

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208055
***		Page 4

LOGO

ATTACHMENT B

***


*******	*******	*******	*******
***	***	***	***
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BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208055
***		Page 5


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

UCH-PA-03776-LA-1208122

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100



Subject:		***

Reference:		Purchase Agreement No. PA-03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

Definition of Terms:

***

1. ***

2. Interest .

In *** to the *** in paragraph 1, for *** commencing *** after the *** interest calculated as follows ( Interest ):

The product of the daily interest rate (computed by dividing the interest rate in effect for each day by three hundred sixty-five (365) day, or three hundred sixty-six (366) days, as the case may be) times the entire amount of advance payments received by Boeing for such Aircraft. The interest rate in effect for each day shall be computed using the *** rate as published in the Wall Street Journal, US edition, effective the first business day of the *** and reset ***.

Such interest will be calculated on a simple interest basis and paid in full at the same time as the ***.

3. ***

3.1 Boeing agrees to provide an ***the ***. The intent of providing such *** is to *** the ***, as provided for in the Purchase Agreement, on the ***from the ***to the *** of *** to ***under the Purchase Agreement.

3.2*** will be determined by subtracting the *** and ***at the *** for ***as provided in the Purchase Agreement, if applicable) ***at the ***as provided in the Purchase Agreement, if applicable).

4. ***

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208122
***		Page 1

LOGO

Customer will not have the right to *** to *** of any *** because of a *** and ***the***for such ***. Within*** of receipt of *** that *** of an *** will be *** the ***, *** the***as to such ***by *** to *** Subject to Articles 4.1, 4.2, and 4.3 of this Letter Agreement, if ***the ***the*** will ***for that ***

4.1 In the event that Customer *** the *** pursuant to Article 4 of this Letter Agreement, and the ***, then *** the ***as to such ***to***must be provided ***of ***of ***from *** that the ***for such ***will be an *** the***. If *** the ***, then the ***will ***for that ***.

4.2 For each additional *** the***may ***the ***as to such *** by ***to ***to ***must be provided ***of ***of***from ***that the ***for such ***will be an ***the ***the ***, then the ***for that ***.

4.3 In the event that the *** of a ***, and the *** then ***. For Aircraft that are not impacted by ***, Customer *** this Purchase Agreement.

5. ***

If the Purchase Agreement is *** with respect to any *** for a *** will, *** and Interest as described above, *** to Customer the *** of the *** received by *** for such ***.

6. ***

The *** in this Letter Agreement are *** for a *** and are *** all *** of Customer *** or otherwise *** in the *** delivery. Customer *** or otherwise for any such ***.

7. Assignment .

8. Confidential Treatment .

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208122
***		Page 2

LOGO

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208122
***		Page 3


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

UCH-PA-03776-LA-1208123

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100


Subject:		*** Matters

Reference:		Purchase Agreement No. PA-03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

1. *** Guarantees.

1.1 At the time of signing of the Purchase Agreement, the *** for the Aircraft is not fully defined and as such, *** will provide *** complete *** guarantees applicable to the Aircraft no later than ***, as detailed in letter agreement UCH-PA-03776-LA-1207643.

1.2 *** Commitment . The Aircraft will have a *** aircraft ( *** Commitment ). This commitment will be assessed by comparing the *** nautical mile baseline *** to the 737 MAX Aircraft. Such *** will use specifically defined standard assumptions, conditions, *** rules and ***. Such *** is set forth in Attachment A to this Letter Agreement.

1.3 Compliance with the *** Commitment . Evidence of compliance with the *** Commitment will be determined as described in the ***, and will be based on the *** and *** and *** pursuant to Article *** of the AGTA ***. Boeing will provide a compliance report using the *** ( *** Report ) to Customer at the time of delivery of *** Aircraft.

1.4 *** In the event that the *** Report provided to Customer pursuant to paragraph 1.3 above shows actual *** for *** Aircraft is *** the *** Commitment, compliance with the *** Commitment will be confirmed for all Aircraft and ***. *** in the event that *** for *** is *** the *** Commitment *** and *** are described in Attachment B to this Letter Agreement.

1.5 *** Guarantees . When Boeing’s *** guarantees for the Aircraft ( *** Guarantees ) *** pursuant to Letter Agreement No. UCH-PA-03776-LA-1207643, they will ***. Boeing will incorporate the *** Commitment contained herein and in the *** into the *** Guarantees thereby creating Customer’s *** guarantees ( *** Guarantees ). Once available, such *** Guarantees will be incorporated into the Purchase Agreement by a supplemental agreement.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208123
*** Matters		Page 1

LOGO

2. Assignment.

3. Confidential Treatment .

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208123
*** Matters		Page 2

Attachment A to Letter Agreement

No. UCH-PA-03776-LA-1208123

*** COMMITMENT

FOR UNITED CONTINENTAL HOLDINGS, INC. (UCH) MODEL 737 -9


		SECTION		CONTENTS

		1		AIRCRAFT MODEL APPLICABILITY

		2		*** REFERENCE LEVEL

		3		AIRCRAFT CONFIGURATION

		4		CONDITIONS

		5		DEMONSTRATION

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY

P.A. No. 03776

AERO-B-BBA4-M12-0254

SS12-0083

Attachment A to Letter Agreement

No. UCH-PA-03776-LA-1208123

1	AIRCRAFT MODEL APPLICABILITY

1.1

The *** Reference Level contained in this Attachment is applicable to the 737-9 Aircraft equipped with Boeing furnished LEAP-1B engines.

1.2

The *** Reference Level is based on the performance of a *** and a maximum *** of *** pounds, a maximum *** of *** pounds, and a maximum *** of *** pounds, and equipped with Boeing furnished *** engines.

2	*** REFERENCE LEVEL

2.1.1

The *** Reference Level for a stage length of *** nautical miles in still air with a *** pound payload using the conditions and operating rules defined below is:


		*** Reference Level:		*** Pounds

Conditions and operating rules:



		Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

		***:		The * is defined as the sum of * taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.

		Takeoff:		The airport altitude is ***.

				The * is * the airport conditions.

				Maximum takeoff thrust is used for the takeoff.

				The *** 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.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


P.A. No. 03776
AERO-B-BBA4-M12-0254		SS12-0083

Attachment A to Letter Agreement

No. UCH-PA-03776-LA-1208123


				The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.

				The climb continues at the recommended climb speed for minimum block fuel 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.

		Descent:		The Aircraft descends fro m 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 at sea level.

				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 ***.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


P.A. No. 03776
AERO-B-BBA4-M12-0254		SS12-0083

Attachment A to Letter Agreement No.

UCH-PA-03776-LA-1208123



		Fixed Allowances:		For the purpose of establishing the * Reference Level the following * fixed quantities and allowances were used:

				***

				For information purposes, the reserve fuel is based on a standard day temperature and a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number.

2.1.2

*** Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.1.3 is the basis for the *** Reference Level of Paragraph 2.1.1.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


P.A. No. 03776
AERO-B-BBA4-M12-0254		SS12-0083

Attachment A to Letter Agreement No.

UCH-PA-03776-LA-1208123

2.1.3

*** Weight Summary - United Air Lines


		Pounds
Standard Model Specification MEW		*******

Configuration Specification ***
*** Tourist Class Passengers
***
* lb (* kg) Maximum Taxi Weight
* U.S. Gallons (* liters) Fuel Capacity

***
***		***
***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
United Air Lines Manufacturer’s Empty Weight (MEW)		*******

Standard and Operational Items Allowance (Paragraph 2.1.4)		***

United Air Lines Operational Empty Weight (OEW)		*******

***		***

United Air Lines Post-Delivery Operational Empty Weight (OEW)		*******


	Quantity	Pounds	Pounds
* Seat Weight Included:			***
***	***	***
***	***	***
***	***	***

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


P.A. No. 03776
AERO-B-BBA4-M12-0254		SS12-0083

Attachment A to Letter Agreement

No. UCH-PA-03776-LA-1208123

2.1.4

Standard and Operational Items Allowance

Qty

Pounds

Standard Items Allowance

Unusable Fuel

Oil

Oxygen Equipment

Passenger Portable

Crew Masks

Miscellaneous Equipment

Crash Axe

Megaphones

Flashlights

Smoke Hoods

Galley Structure & Fixed Inserts

Operational Items Allowance

Crew and Crew Baggage

Flight Crew

Cabin Crew

Baggage

Catering Allowance & Removable Inserts

First Class

Business Class

Economy Class

Passenger Service Equipment

Potable Water —60 USG

Waste Tank Disinfectant

Emergency Equipment

Escape Slides—Forward

Escape Slides—Aft

Life Vests—Crew and Passengers

Life Rafts

Auto Radio Beacon (ELT)

Total Standard and Operational Items Allowance

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


P.A. No. 03776
AERO-B-BBA4-M12-0254		SS12-0083

Attachment A to Letter Agreement

No. UCH-PA-03776-LA-1208123

3	AIRCRAFT CONFIGURATION

3.1

*** Aircraft Configuration

The *** Reference Level contained in this attachment is based on the *** Aircraft configuration *** as defined in Detail Specification *** including assumed changes to a new United Airlines configuration, the *** Aircraft weights specified in Section 1.2 and the OEW derived in Section 2.1.3.

3.2

737-9 Aircraft Configuration

The configuration of the 737 -9 used to demonstrate performance relative to the *** Reference Level will be the delivered configuration of 737 -9 as defined in the Detail Specification *** (hereinafter referred to as the Detail Specification) plus adjustments, if required, to reflect a configuration similar to that of the *** in Section 2.1.3.

4	CONDITIONS

4.1

The performance data of Section 2 are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

4.2

The climb, cruise and descent portions of the mission *** Reference Level include allowances for normal power extraction and engine bleed for normal operation of the air conditioning system. Normal electrical power extraction shall be defined as not less than a *** kilowatts total electrical load. ***

4.3

Performance of the climb, cruise and descent portions of the *** Reference Level will be based on an Aircraft center of gravity location, as determined by Boeing, not to be aft of *** percent of the mean aerodynamic chord.

4.4

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	DEMONSTRATION

5.1

Demonstration of the 737 -9 performance relative to the *** Reference Level shall be based on the conditions specified in Section 2 (other than the OEW and fixed allowances), the 737 -9 Aircraft configuration of Section 3 and the conditions of Section 4 and the fixed allowances of paragraph 5.2 and the OEW established in paragraph 5.4.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


P.A. No. 03776
AERO-B-BBA4-M12-0254		SS12-0083

Attachment A to Letter Agreement

No. UCH-PA-03776-LA-1208123

5.2

For the purpose of demonstrating the performance of the 737 -9 relative to the *** Reference Level the following shall be used as fixed quantities and allowances:

***

5.3

Demonstration of the 737 -9 performance for the climb, cruise and descent portions of the *** Reference Level commitment shall be established by calculations based on flight test data obtained from a 737 -9 aircraft in a configuration similar to that defined by the Detail Specification.

5.4

The OEW used for demonstrating the 737 -9 performance relative to the *** Reference Level shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph *** of the Detail Specification plus adjustments to the United Air Lines, Inc. Manufacturers Empty Weight and Standard and Operational Items Allowance to reflect a configuration similar to that of the *** shown in Section 2.1.3.

5.5

5.6

The demonstrated performance 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.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


P.A. No. 03776
AERO-B-BBA4-M12-0254		SS12-0083

Attachment B to Letter Agreement

No. UCH-PA-03776-LA-1208123

Page 1

***

FOR UNITED CONTINENTAL HOLDINGS, INC. (UCH) MODEL 737-9 MAX

The Attachment A to this Letter Agreement contains the *** relative to the *** Commitment in this Letter Agreement. Boeing offers the following items in the event that the *** report furnished to Customer for the Aircraft pursuant to the Demonstration Procedure shows *** Commitment ( *** ).

1. Rights and Obligations in the Event of a *** .

1.1 Aircraft Delivery . In the event of a *** for any Aircraft, at the time Boeing tenders that Aircraft for delivery, *** set forth in paragraph 1.2 or paragraph 2. Customer *** delivery of such Aircraft ***.

1.2 Post Delivery *** or *** the *** . In the event of a *** for any Aircraft, the following terms and conditions will apply:

1.2.1 *** or cause to be *** by *** parts and/or *** parts ( *** ) which, *** such Aircraft, *** or *** the ***.

1.2.2 If *** or to cause to be *** such Aircraft, then Customer and Boeing will *** upon the details of *** program. *** will be provided *** to ***.

1.2.3 If Customer elects to *** such Aircraft, *** within *** days after the delivery *** if *** can be *** during ***. *** which cannot be *** during *** will be *** within a mutually agreed period of time. All *** will be *** in accordance with Boeing and engine manufacturer instructions.

1.2.4 *** will provide and/or will cause *** to provide *** of *** and *** to ***at the *** in effect at the***of***between *** and ***or ***and*** as applicable. *** related to engines will apply also to spare engines ***. Boeing *** will give Customer reasonable advance written notice of the estimated *** at Customer’s maintenance base for any such ***. ***for *** this Letter Agreement and be *** to *** and ***using established ***and other terms identified in the***contemplated in paragraph*** herein.

2. ***.

If Boeing has ***, or caused to be provided *** which *** the ***, then Boeing will *** described in this paragraph 2. Subject to mutual agreement,

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


P.A. No. 03776

Attachment B to Letter Agreement

No. UCH-PA-03776-LA-1208123

Page 2

Boeing and Customer may elect to *** under paragraph 1 herein *** of *** described in this paragraph 2.

2.1 ***. Boeing will ***, in the *** of *** in *** for each *** the *** in ***. The *** will be *** for *** of the *** that are ***.

2.2 *** Commitment . In the event that the Aircraft *** over *** is less than ***, then Customer and Boeing will work together in good faith to reach *** to adequately address *** for any Aircraft. If *** is *** to provide *** to adequately address the *** within a reasonable timeframe and does not *** (within a reasonable timeframe) that it will provide ***, then *** will have the ***to ***any such *** and, if the *** ***the ***of the ***to *** the ***to*** the ***.

2.3 ***. *** to Customer pursuant to this section 2 will be *** by Boeing and/or *** at the time of Aircraft delivery. No *** will be *** pursuant to this section 2 for any Aircraft not *** Customer. Each *** will be *** of delivery of the Aircraft for which ***.

2.4 *** Adjustments . The *** of *** attributable to any *** will be determined by Boeing analysis based on data certified to be correct by Boeing. The *** of such *** will be deemed to be the *** of *** as calculated using reasonable *** based on the data furnished pursuant to Article *** of the AGTA. If *** are *** in an Aircraft as set forth in paragraph 1.2 above, payments of the *** will be *** by an***with the ***in the ***after such ***are ***. If Customer elects not to *** in any applicable Aircraft as set forth in paragraph 1.2 above, ***of the ***will be ***by an ***with the ***in the ***which would have been ***had such ***been ***.

3. ***.

Boeing and Customer agree it is not the intent of the parties to provide benefits hereunder that *** to be provided (a) by Boeing under the Purchase Agreement, or any other agreement between Boeing and Customer, or (b) by *** under any agreement between *** and Customer, due to the Aircraft *** any *** similar to the *** Commitment or any *** that otherwise impacts ***. Boeing may *** its *** to ***the***or to be ***to ***by *** or ***pursuant to such other *** or ***

4. ***.

Customer agrees that the *** contained in paragraphs 1 and 2 herein are *** for purposes of *** with respect to the *** Commitment of Customer’s Aircraft and are *** and *** Customer may have, ***, in connection therewith and shall *** and *** and *** of any and all of Boeing’s *** and *** to Customer in connection therewith. Customer *** Boeing and *** and *** all *** and *** and *** or otherwise, *** relating to *** such *** Commitment.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


P.A. No. 03776


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

UCH-PA-03776-LA-1208157

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

***

Reference:

This Letter Agreement amends and supplements the Purchase Agreement. All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.

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

1. Customer’s *** .

2. ***.

3. ***.

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

3.1 ***.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCHA-PA-03776-LA-1208157
***		Page 1

LOGO

3.2 ***

3.3 ***

3.4 ***

3.5 ***

4.1 ***

4.2 ***

5. Confidential Treatment .

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCHA-PA-03776-LA-1208157
***		Page 2

LOGO

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCHA-PA-03776-LA-1208157
***		Page 3

LOGO

Attachment A to Letter Agreement UCH-PA-03776-LA-1208157

Date:

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Attention: Technical Department

Reference: Letter Agreement UCH-PA-03776-LA-1208157 to Purchase Agreement 03776

***

Very truly yours,


THE BOEING COMPANY

By:

Its:

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY

LOGO

Attachment B to Letter Agreement UCH-PA-03776-LA-1208157

***

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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

UCH-PA-03776-LA-1208234

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Privileged and Confidential Matters

Reference:

(a)

Employees . A party may disclose the Information to its own employees (including the employees of Customer’s controlled subsidiaries United Air Lines, Inc. and Continental Airlines, Inc.) who (i) have a need to know the Information for purposes of assisting said party in the evaluation or administration of the Purchase Agreement or such party’s business operations and (ii) have been instructed to not disclose the Information except as provided by this Letter Agreement.

(b)

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208234
Privileged and Confidential Matters		Page 1

LOGO

from the Professional Advisor a written obligation of confidentiality and restricted use that is no less restrictive than the terms of this Letter Agreement. Each party shall be fully responsible to the other party for the Professional Advisors’ compliance with such obligations.

(c)

(i)

(ii)

The disclosing party shall, as requested by the other party, seek redaction and/or confidential treatment for the Information or parts thereof from the SEC or other applicable regulators.

Very truly yours,



THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208234
Privileged and Confidential Matters		Page 2


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

UCH-PA-03776-LA-1208238

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject: Assignment Matters

Reference: Purchase Agreement No. PA-03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

Notwithstanding any statement to the contrary in the Purchase Agreement or letter agreements to the Purchase Agreement, Boeing acknowledges that Customer will not become the operator of the Aircraft (and is not an airline), and that Customer intends to assign its rights and obligations under the Purchase Agreement with respect to all or a portion of the Aircraft to one or both of Customer’s controlled subsidiaries United Air Lines, Inc. or Continental Airlines, Inc. Except for the fact that Customer will not be the operator of the Aircraft (and is not an airline), Boeing agrees that Customer will remain entitled to and subject to all of the rights and obligations provided under the Purchase Agreement, subject to Article 1 of this Letter Agreement.

1. Assignment of Customer’s Interest .

Boeing hereby consents to Customer’s assignment of Customer’s rights and interest under the Purchase Agreement to: 1) Customer’s controlled subsidiary United Air Lines, Inc. ( United Air Lines ), 2) Customer’s controlled subsidiary Continental Airlines, Inc. ( Continental Airlines ), or 3) the successor entity resulting from the merger or consolidation of United Air Lines, Continental Airlines, and/or Customer ( UAL Entity ), in each case subject to the following terms and conditions:

1.1 Customer must notify Boeing of its intent to exercise its right to assign Aircraft in writing no less than *** days prior to the first day of the scheduled delivery month of the Aircraft to be assigned;

1.2 Boeing shall not be subject to any additional liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement;

1.3 Customer’s assignment will include all of its rights and obligations under the Purchase Agreement with respect to the Aircraft being assigned, and Customer’s

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208238
Assignment Matters		Page 1

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assignee will assume all of Customer’s right and obligations under the Purchase Agreement with respect to the Aircraft being assigned. Upon Customer’s assignment of all of its rights and obligations under the Purchase Agreement with respect to the Aircraft being assigned to Customer’s assignee, Customer *** under the Purchase Agreement *** Boeing with respect to the Aircraft being assigned. In the event of an assignment of all of Customer’s rights and obligations under the Purchase Agreement to Customer’s assignee, Customer *** under the Purchase Agreement *** Boeing.

1.4 If Customer’s assignees are either United Air Lines or Continental Airlines, then United Air Lines or Continental Airlines remain as controlled subsidiaries of Customer respectively at the time of assignment.

1.5 The assignment shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of title to or possession of the Aircraft, or any other things, until delivery thereof and full payment is provided to Boeing.

2. Assignment .

This Letter Agreement is provided as an accommodation to Customer in consideration of its relationship with Boeing, and can only be assigned pursuant to Article 9 of the AGTA, as amended.

3. Confidential Treatment .

Customer and Boeing understand that certain commercial 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.

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208238
Assignment Matters		Page 2

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Very truly yours,



THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208238
Assignment Matters		Page 3


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

UCH-PA-03776-LA-1208596

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

AGTA Matters

Reference:

Purchase Agreement No. 03776 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Continental Holdings, Inc. ( Customer ) relating to Model 737-9 aircraft ( Aircraft )

This letter agreement ( Letter Agreement ) amends and supplements the United Continental Holdings, Inc. Aircraft General Terms Agreement ( AGTA ). All terms used but not defined in this Letter Agreement shall have the same meaning as in the AGTA.

1. AGTA Basic Articles .

1.1.1 Article 2.1.1, “Airframe Price,” of the basic articles of the AGTA is revised to read as follows: Airframe Price is defined as the price of the airframe for a specific model of aircraft described in a purchase agreement. (For Models 737-600, 737-700, 737-800, 737-900ER, 737-7, 737-8, 737-9, 747-8, 777-200LR, and 777-300ER ***)

1.1.2 Article 2.1.3, “Engine Price” of the basic articles of the AGTA is revised to read as follows: Engine Price is defined as the price set by the engine manufacturer for a specific engine to be installed on the model of aircraft described in a purchase agreement (*** to Models 737-600, 737-700, 737-800, 737-900ER, 737-7, 737-8, 737-9, 747-8, 777-200LR and 777-300ER).

1.1.3 Article 2.1.5, “Escalation Adjustment” of the basic articles of the AGTA is revised to read as follows: Escalation Adjustment is defined as the price adjustment to the Airframe Price (*** for Models 737-600, 737-700 737-800, 737-900ER, 737-7, 737-8, 737-9, 747-8, 777-200LR and 777-300ER) and the Optional Features Prices resulting from the calculation using the economic price formula contained in the *** to the ***. The price adjustment to the Engine Price for all other models of aircraft will be calculated using the *** in the *** to the ***.

2. Appendices to the AGTA .

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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AGTA Matters		Page 1

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2.1 Appendix I, entitled “SAMPLE Insurance Certificate” the Combined Single Limit Bodily Injury and Property Damage: U.S. Dollars ($) any one occurrence each Aircraft (with aggregates as applicable) is added for the 737-7/8/9 in the amount of US$***.

3.	Exhibit C to the AGTA, “Product Assurance Document” .

3.1 Part 2, Article 3.1, subsection (i), of Exhibit C of the AGTA is revised to read as follows: for Boeing aircraft models 777F, 777-200, -300, 737-600, -700, -800, -900ER, -7, -8, -9, 787 or new aircraft models designed and manufactured with similar, new technology and for the model 747-8, the warranty period ends *** months after Delivery.

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208596
AGTA Matters		Page 2


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

UCH-PA-03776-LA-1208869

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Delivery *** Matters

Reference:

1. Delivery *** . *** has requested, and *** has agreed to provide, ***in the *** of *** will provide *** subject to the following terms and conditions:

1.1 Such *** is offered to *** subject to available ***.

1.2 Such *** may *** for a period of no greater than ***.

1.3 Such *** will be available for Aircraft deliveries in ***, and will be limited to no more than ***.

1.4 *** must exercise the *** by providing *** with written notification at least *** months prior to the first day of *** or *** the Aircraft for which the *** is requested.

2. Reciprocal *** . Should *** successfully exercise its *** pursuant to the terms of this Letter Agreement, *** will be provided with a *** subject to the following terms and conditions:

2.1 Such *** may *** for a period of no greater than ***.

2.2 *** will be provided with *** after every *** successfully exercised ***. Unless exercised pursuant to the terms and conditions of this Letter Agreement, each *** will terminate *** months from the first day of the month that such *** is made available to ***.

2.3 *** must exercise each *** by providing *** with written notification at least *** months prior to the first day of the *** or *** of the Aircraft for which the *** will be applied to.

3. Assignment .

BOEING/UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-12088
Delivery *** Matters		Page 1

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4. Confidential Treatment .

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Continental Holdings, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President - Finance and Treasurer

BOEING / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UCH-PA-03776-LA-1208869
Delivery *** Matters		Page 2

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03784-LA-1207869

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

United Continental Holdings, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

737 Production Adjustments

Reference:

1) Purchase Agreement No. 03784 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 737-900ER aircraft (including any 737-700 or 737-800 aircraft, collectively the 737NG Aircraft )

***

1. 737 Production Adjustments

For any scheduled deliveries from ***, Boeing may *** or *** to *** of the *** ( 737 Production Adjustment ), provided that such 737 Production Adjustment *** in a ***. If Boeing elects to take such action, for those *** by a 737 Production Adjustment, Boeing will *** of the *** with the *** of the ***.

2. Notice and Purchase Agreement Amendment.

2.1 *** Notice . If Boeing elects to implement the 737 Production Adjustment, no later than *** months prior to the first day of the scheduled delivery month of the ***, Boeing will provide Customer written notice of its intention to *** of the *** with the *** of a *** ( *** Notice ). Such *** Notice will i) represent that Boeing has elected to implement a 737 Production Adjustment, and ii) *** the *** of ***. Boeing’s notice will constitute an amendment to the Purchase Agreement to *** the *** and an amendment to the *** to *** the *** in accordance with the terms and conditions set forth herein ( Amendment ).

BOEING / UNITED AIR LINES, INC. / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


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2.4 Other Terms and Conditions . All other terms and conditions of the ***, including but not limited to Aircraft Basic Price, Escalation Adjustment and Detail Specification, shall apply to the ***.

3.	Effectiveness; Conforming Changes to Purchase Agreement .

4.	Confidential Treatment .

BOEING / UNITED AIR LINES, INC. / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UAL-PA-03784-LA-1207869
737 Production Adjustments		Page 2

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Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

United Air Lines, 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

BOEING / UNITED AIR LINES, INC. / UNITED CONTINENTAL HOLDINGS, INC. PROPRIETARY


UAL-PA-03784-LA-1207869
737 Production Adjustments		Page 3

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.

Exhibit 10.4

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

July 12, 2012

6-1162-KKT-080

United Continental Holdings, Inc.

United Air Lines, Inc.

Continental Airlines, Inc.

77 West Wacker Drive

Chicago, IL 60601

Subject:

Certain *** Contractual Matters

Reference:

Aircraft General Terms Agreements (the AGTAs ) and all Purchase Agreements in effect as of the date hereof (the Purchase Agreements ) between The Boeing Company ( Boeing ) and any one or more of United Continental Holdings, Inc., United Air Lines, Inc. and Continental Airlines, Inc. (each, Customer and collectively, Customers )

Ladies and Gentlemen:

This Letter Agreement documents the agreement between Boeing and Customers with respect to certain *** contractual matters. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreements.

1. *** Aircraft .

In consideration of ***, and other *** Customers under this Letter Agreement, the AGTAs and the Purchase Agreements in effect between Customer and Boeing, and subject to the terms, exceptions and conditions of this Letter Agreement, each Customer shall purchase *** aircraft ***(in such Customer’s configuration) *** from Boeing. Boeing agrees to sell to each Customer *** such aircraft. All such aircraft *** purchased from Boeing, as well as aircraft subject to any Purchase Agreement, including firm, option and purchase right aircraft, initially scheduled for delivery during the Delivery Period shall hereinafter be referred to as *** Aircraft.

2. *** Aircraft .

If Boeing for any reason is unable to deliver a *** Aircraft to a Customer in the time period required by such Customer ***, such Customer *** aircraft from ***; provided, the phrase “unable to deliver” in this sentence shall be deemed to include, without limitation, a situation where a Customer’s *** Aircraft are *** by *** an authorized representative of Customer and for ***. Boeing shall use ***such Customer ***. If, after reasonable inquiry, no such *** aircraft are available to the applicable Customer on terms and conditions *** for

BOEING/UNITED CONTINENTAL PROPRIETARY & CONFIDENTIAL INFORMATION


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delivery in such time period, such *** aircraft ***, but *** the Customers *** and of Boeing *** hereunder will otherwise be unaffected. For the avoidance of doubt, but without limiting the generality of the foregoing, if a *** aircraft *** in such time period, ***.

3. ***

Customers’ *** aircraft described in Articles***:

Any *** aircraft (including any variant or new version, regardless of model designation), which one or more of the Customers may acquire ***;

ii)

Any *** aircraft *** (in such Customer’s configuration) *** that can be used as a *** aircraft *** over ***. For the avoidance of doubt, (a) the *** with the range and payload capacity *** by such Customer *** shall not be considered a *** aircraft ***, and (b) the *** aircraft with the range and payload capacity available to be ordered by such Customer as of the date of this Letter Agreement shall not be considered a *** aircraft ***; or

iii)

Any aircraft which, due to *** or other factors, *** by the applicable Customer *** than *** aircraft, provided that Boeing *** aircraft *** aircraft.

4. *** Commitment .

Customer will *** Boeing with respect to the *** as follows:

4.1 If *** any aircraft *** delivery month *** Aircraft ***, and if the *** terms and conditions that *** are, considering *** circumstances, *** the *** terms and conditions *** the *** agreement for a *** Aircraft, *** delivered *** the *** terms and conditions *** Aircraft ***.

4.2 Subject to Article 4.5 below, if *** any *** (including ***, regardless of ***) aircraft for ***, taking into account *** aircraft *** within the ***, and if the *** terms and conditions that *** are, considering *** circumstances, *** the *** terms and conditions *** the *** agreement for a *** Aircraft, *** delivered *** the *** terms and conditions that apply to the *** Aircraft ***.

Notwithstanding the foregoing, and except as provided in Article 4.3 and Article 4.4 below, an *** may be *** the *** Aircraft only on *** basis. If Customer does not *** deliveries during a ***, such *** to *** Aircraft delivered ***.

4.3 If *** a *** Aircraft in a *** to *** and the *** terms and conditions *** under Article 4.1, *** will *** the *** model *** Aircraft delivered ***.

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4.4 Subject to Article 4.5 below, if *** makes a *** Aircraft *** in a *** to ***, and *** terms and conditions *** under Article 4.2, *** will *** the *** model *** Aircraft delivered ***.

4.5 Notwithstanding anything to the contrary in this Letter Agreement, if Customers *** aircraft *** pursuant to Article 3(i) above and such acquisition *** this Letter Agreement, then, without limiting the applicability of the other provisions of this Article 4, *** to provide the *** in Article 4.2 and Article 4.4 of this Letter Agreement.

4.6 Any *** will be *** of an additional *** Boeing *** delivery of *** Aircraft. Any *** delivery of Customer’s *** Aircraft or the *** Aircraft, ***.

4.7 For the sake of clarity, *** under the above Articles 4.1 through 4.6 are not subject to any condition or requirement that Customer ***.

4.8 Articles 4.1 through 4.7 *** with respect to *** or, in the case of *** Aircraft, *** the *** aircraft as the *** Aircraft (i) to ***, (ii) which *** of an agreement under which *** such aircraft, (iii) which are *** such aircraft, or (iv) which are *** aircraft at the time of *** such aircraft ***.

5. Addition of ***

In the event any Customer elects to *** Aircraft that are not *** and that are to be *** agrees to *** with *** to *** the terms and conditions (to the extent not provided herein) under which *** such *** of *** Aircraft. For the avoidance of doubt, this *** shall apply to *** aircraft *** subject to any such *** any Customer and Boeing *** this Letter Agreement.

6. Corporate Ownership Change, Mergers and Acquisitions .

Each Customer is currently a separate legal entity, and after the date of this Letter Agreement Continental Airlines, Inc. and United Air Lines, Inc. may merge into a single legal entity. The parties agree that the provisions contained in this Article 6 for *** apply and are effective only in the event of a merger or acquisition after the date of this Letter Agreement between any Customer and another air carrier that is not a Customer.

6.1 If a Customer acquires ***, the terms of Section 6.3 of this Letter Agreement ***, and the Customer and the ***, for the purpose of the *** in Section 6.3, as ***. If a Customer acquires ***, the terms of this Letter Agreement shall ***.

6.2 If *** acquires ***, the terms of this Letter Agreement shall *** to such ***.

BOEING/UNITED CONTINENTAL PROPRIETARY & CONFIDENTIAL INFORMATION


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6.3 *** another air carrier, then the surviving entity shall be bound by the terms of this Letter Agreement with respect to ***, but *** the Customers’ fleet *** the merger ***. The surviving entity shall *** the merger, and *** the *** Aircraft purchased by the surviving entity *** the total *** aircraft that *** by the surviving entity ***, is equal to or greater than ***. Excluded from this *** pursuant to Articles 2 and 7 hereof.

This Article 6 will not *** the surviving entity *** made by Customer *** prior to the merger.

Nothing in this Article 6 shall limit or prevent any Customer from merging or consolidating with or into another Customer, it being agreed that any such transaction is expressly permitted regardless of any provision to the contrary in any AGTA or Purchase Agreement, provided that the surviving entity (if not such Customer) assumes all of the obligations of such Customer hereunder and under any AGTA or Purchase Agreement to which such Customer is a party.

7. Used Aircraft .

Nothing under this Letter Agreement will prevent any Customer from (i) *** any Customer or (ii) *** provided that such aircraft ***.

8. ***

Any Customer *** aircraft *** subject to (i) *** (ii) *** (iii) the configuration of the *** (iv) receipt of *** Customer and Boeing. If there is ***, Boeing *** Customer the ***.

9. ***

***, each Customer *** Aircraft ***by the Purchase Agreements *** Aircraft ).

***

*** Aircraft

***

_____

***

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The applicable Customer agrees ***pursuant to this Article 9 *** mutual agreement between Customer and Boeing at the time ***Aircraft.

10. ***

Subject to the terms of the purchase agreement(s) for *** Aircraft, Boeing ***Aircraft ***.

11. ***

Boeing agrees ***Customers ***described in Customer Services General Terms Agreement 24-1. If in the future Boeing ***the Customers, Boeing *** Customers *** terms and conditions *** Boeing.

12. ***

During a period commencing *** Aircraft, and ending ***Boeing***Customer *** that (i) were *** aircraft, (ii) were ***, and (iii) are ***.

13. ***

Boeing agrees to ***Customer *** and that is subsequently *** by ***to Customer, to the ***; subject to the *** by the *** by Customer. Any *** aircraft delivered ***.

14. ***Aircraft .

For ***Aircraft Boeing may ***, as follows:

14.1. *** Aircraft *** . The ***shall have the ***that are ***this Letter Agreement.

14.2 *** Aircraft *** . For aircraft***this Letter Agreement, the ***will be those***for the ***.

15. Aircraft *** .

Boeing shall provide Customer with *** with respect to ***Aircraft *** in the Purchase Agreements, subject to ***that have an effect on ***.

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16. Customer Support Provisions for *** Aircraft .

Boeing shall provide general customer support for ***Aircraft ***. Model specific customer support provisions will be described in the applicable purchase agreements ***.

17. Warranty Provisions for *** Aircraft .

Boeing shall provide warranty provisions for ***Aircraft *** standard warranty provisions and ***, the *** Aircraft *** warranty provisions.

18. Certain Remedies .

In the event of ***Customer *** under Article 1 of this Letter Agreement, Boeing *** this Letter Agreement. If Boeing *** Customers*** this Letter Agreement *** under this Letter Agreement. *** Boeing *** this Letter Agreement, Customers *** under the Purchase Agreements, and ***the Customers and Boeing as ***.

19. Assignment.

The commitments contained in this Letter Agreement may not be assigned by either party without the prior written consent of the other party, except either party may assign its interest to an entity that (i) results from any merger or reorganization of such party or (ii) acquires substantially all the assets of such party.

20. Confidential Treatment .

Boeing and Customers understand that certain information contained in this Letter Agreement are considered by both parties as confidential. Except as specified below, each of Boeing and each 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.

(a)

Employees . A party may disclose the Information to its own employees (including the employees of Customers United Air Lines, Inc. and Continental Airlines, Inc.) who (i) have a need to know the Information for purposes of assisting said party in the evaluation or administration of the Purchase Agreement or such party’s business operations and (ii) have been instructed to not disclose the Information except as provided by this Letter Agreement.

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(b)

Professional Advisors . A party may disclose the Information to its auditors, insurers, and attorneys ( Professional Advisors ) who have a need to know the Information in connection with providing services to said party only when said party has first obtained from the Professional Advisor a written obligation of confidentiality and restricted use that is no less restrictive than the terms of this Letter Agreement; provided, if either party requests to similarly disclose the Information to any of its financial advisors or consultants, the other party shall consider such request in good faith. Each party shall be fully responsible to the other party for the Professional Advisors’ compliance with such obligations.

(c)

Regulatory Requirements . A party may disclose in a regulatory or other government filing that part of the Information which is required by applicable law or regulation to be disclosed in such regulatory or other governmental filings, including filings with the Securities and Exchange Commission ( SEC ), but only in accordance with the following requirements:

(i)

(ii)

The disclosing party shall, as requested by the other party, seek redaction and/or confidential treatment for the Information or parts thereof from the SEC or other applicable regulators.

21. Miscellaneous.

21.1 GOVERNING LAW . THIS LETTER AGREEMENT WILL BE INTERPRETED UNDER AND GOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., EXCEPT THAT WASHINGTON’S CHOICE OF LAW RULES SHALL NOT BE INVOKED FOR THE PURPOSE OF APPLYING THE LAW OF ANOTHER JURISDICTION.

21.2 Amendments . This Letter Agreement may not be amended or modified except in writing signed by all parties.

21.2 Order of Precedence. Any conflict between the terms, exceptions and conditions in this Letter Agreement and those in any AGTA or Purchase Agreement shall be resolved in favor of those in this Letter Agreement.

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21.3 Headings . Headings used in this Letter Agreement are for convenient reference only and are not intended to affect the interpretation of this Letter Agreement.

21.4 Waiver/Severability . Failure by either party to enforce any provision of this Letter Agreement will not be construed as a waiver. If any provision of this Letter Agreement is held unlawful or otherwise ineffective by a court of competent jurisdiction, the remainder of the Letter Agreement will remain in effect.

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21.5 Entire Agreement .

This Letter Agreement contains the entire agreement of the parties and cancels and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, with respect to the subject matter hereof ***.


Very truly yours,

THE BOEING COMPANY

By		/s/ ***

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: July 12, 2012

UNITED CONTINENTAL HOLDINGS, INC.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance & Treasurer

UNITED AIR LINES, INC.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance & Treasurer

CONTINENTAL AIRLINES, INC.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance & Treasurer

BOEING/UNITED CONTINENTAL PROPRIETARY & CONFIDENTIAL INFORMATION


6-1162-KKT-080		Page 9

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.

Exhibit 10.5

Supplemental Agreement No. 59

Purchase Agreement No. 1951

(the Agreement)

Between

The Boeing Company

and

Continental Airlines, Inc.

Relating to Boeing Model 737 Aircraft

THIS SUPPLEMENTAL AGREEMENT, is entered into as of July 12, 2012 by and between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Customer);

WHEREAS, Boeing and Customer agree to *** applicable for the Model 737-924ER Aircraft ***;

WHEREAS, Customer and Boeing agree to revise the Model 737-924ER performance guarantees for those aircraft *** to reflect the current configuration and ***;

WHEREAS, Customer and Boeing agree to revise the terms of Customer’s agreement concerning ***;

WHEREAS, Boeing and Customer agree to implement a *** for Model 737 Aircraft delivering from ***;

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

P.A. 1951

CAL

SA 59–1

Supplemental Agreement No. 59 to

Purchase Agreement No. 1951

Table of Contents, Articles, Tables, Exhibits, and Letter Agreements :

1.1 Remove and replace, in its entirety, the “Table of Contents”, with the “Table of Contents” attached hereto, to reflect the changes made by this Supplemental Agreement No. 59

1.2 Remove and replace, in its entirety, Letter Agreement 6-1162-GOC-131R11, “Special Matters”, with the revised Letter Agreement 6-1162-GOC-131R12, attached hereto.

1.3 Remove and replace, in its entirety, Letter Agreement 6-1162-MMF-311R7, *** with the revised Letter Agreement 6-1162-MMF-311R8, attached hereto.

1.4 Add Letter Agreement CAL-PA-1951-LA-1209037, ***.

1.5 Add Letter Agreement CAL-PA-1951-LA-1208066, “Aircraft Performance Guarantees – Model 737-924ER Aircraft ***”.

1.6 Add Letter Agreement CAL-PA-1951-LA-1209110, “Privileged and Confidential Matters”.

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.

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


THE BOEING COMPANY		CONTINENTAL AIRLINES, INC.

By:	/s/ ***	By:	/s/ Gerald Laderman
Its:	Attorney-in-Fact	Its:	Senior Vice President – Finance and Treasurer

P.A. 1951

CAL

SA 59–2

TABLE OF CONTENTS


		Page Number		SA Number

ARTICLES

1.	Subject Matter of Sale		1-1		SA 39

2.	Delivery, Title and Risk of Loss		2-1

3.	Price of Aircraft		3-1		SA 39

4.	Taxes		4-1

5.	Payment		5-1

6.	Excusable Delay		6-1

7.	Changes to the Detail Specification		7-1		SA 39

8.	Federal Aviation Requirements and Certificates and Export License		8-1		SA 39

9.	Representatives, Inspection, Flights and Test Data		9-1

10.	Assignment, Resale or Lease		10-1

11.	Termination for Certain Events		11-1

12.	Product Assurance; Disclaimer and Release; Exclusion of Liabilities; Customer Support; Indemnification and Insurance		12-1

13.	Buyer Furnished Equipment and Spare Parts		13-1

14.	Contractual Notices and Requests		14-1		SA 39

15.	Miscellaneous		15-1

P.A. 1951

N/CAL

SA 59

TABLE OF CONTENTS


		Page Number		SA Number
TABLES

1.	Aircraft Deliveries and Descriptions – 737-500		T-1		SA 3

	Aircraft Deliveries and Descriptions – 737-700		T-2		SA 57

	Aircraft Deliveries and Descriptions – 737-800		T-3		SA 55

	Aircraft Deliveries and Descriptions – 737-600		T-4		SA 4

	Aircraft Deliveries and Descriptions – 737-900		T-5		SA 39

	Aircraft Deliveries and Descriptions – 737-900ER		T-6		SA 58

EXHIBITS

A-1	Aircraft Configuration – Model 737-724 (Aircraft delivering through July 2004)				SA 26

A-1.1	Aircraft Configuration – Model 737-724 (Aircraft delivering on or after August 2004)				SA 46

A-2	Aircraft Configuration – Model 737-824 (Aircraft delivering through July 2004)				SA 26

A-2.1	Aircraft Configuration – Model 737-824 (Aircraft delivering August 2004 through December 2007)				SA 41

A-2.2	Aircraft Configuration – Model 737-824 (Aircraft delivering January 2008 through July 2008)				SA 45

A-2.3	Aircraft Configuration – Model 737-824 (Aircraft scheduled to deliver between August 2008 and October 2010)				SA 50

A-2.4	Aircraft Configuration – Model 737-824 (Aircraft scheduled to deliver in or after November 2010)				SA 50

P.A. 1951

N/CAL

SA 59

TABLE OF CONTENTS


		SA Number
EXHIBITS (continued)

A-3	Aircraft Configuration – Model 737-624		SA 1

A-4	Aircraft Configuration – Model 737-524		SA 3

A-5	Aircraft Configuration – Model 737-924 ***		SA 26

A-6	Aircraft Configuration – Model 737-924ER ***		SA 45

A-6.1	Aircraft Configuration – Model 737-924ER ***		SA 53

A-6.2	Aircraft Configuration – Model 737-924ER ***		SA 53

B	Product Assurance Document		SA 1

C	Customer Support Document – Code Two – Major Model Differences		SA 1

C1	Customer Support Document – Code Three – Minor Model Differences		SA 39

D	Aircraft Price Adjustments – New Generation Aircraft (1995 Base Price – ***		SA 1

D1	Airframe and Engine Price Adjustments – Current Generation Aircraft		SA 1

D2	Aircraft Price Adjustments – New Generation Aircraft (1997 Base Price – ***		SA 5

D3	Aircraft Price Adjustments – New Generation Aircraft (July 2003 Base Price – ***		SA 41

D4	Escalation Adjustment – Airframe and Optional Features ***		SA 41

P.A. 1951

N/CAL

SA 59

iii

TABLE OF CONTENTS


		SA Number
EXHIBITS (continued)

E	Buyer Furnished Equipment Provisions Document		SA 39

F	Defined Terms Document		SA 5

LETTER AGREEMENTS

1951-1	Not Used

1951-2R4	Seller Purchased Equipment		SA 39

1951-3R22	Option Aircraft – Model 737-824 Aircraft		SA 38

1951-4R1	Waiver of Aircraft Demonstration		SA 1

1951-5R3	Promotional Support – New Generation Aircraft		SA 48

1951-6	Configuration Matters

1951-7R1	Spares Initial Provisioning		SA 1

1951-8R2	Escalation Sharing – New Generation Aircraft		SA 4

1951-9R20	Option Aircraft – Model 737-724 Aircraft		SA 58

1951-11R1	Escalation Sharing – Current Generation Aircraft		SA 4

1951-12R7	Option Aircraft – Model 737-924 Aircraft		SA 32

1951-13	Configuration Matters – Model 737-924		SA 5

1951-14	Installation of Cabin Systems Equipment 737-924		SA 22

1951-15	Configuration Matters – Model 737-924ER		SA 39

P.A. 1951

N/CAL

SA 59

TABLE OF CONTENTS


		SA Number
RESTRICTED LETTER AGREEMENTS

6-1162-MMF-295	Performance Guarantees – Model 737-724 Aircraft

6-1162-MMF-296	Performance Guarantees – Model 737-824 Aircraft

6-1162-MMF-308R4	Disclosure of Confidential Information		SA 39

6-1162-MMF-309R1	***		SA 1

6-1162-MMF-311R8	*******		SA 59

6-1162-MMF-312R1	Special Purchase Agreement Provisions		SA 1

6-1162-MMF-319	Special Provisions Relating to the Rescheduled Aircraft

6-1162-MMF-378R1	Performance Guarantees – Model 737-524 Aircraft		SA 3

6-1162-GOC-015R1	***		SA 31

6-1162-GOC-131R12	Special Matters		SA 59

6-1162-DMH-365	Performance Guarantees – Model 737-924 Aircraft		SA 5

6-1162-DMH-624	***		SA 8

6-1162-DMH-680	Delivery Delay Resolution Program		SA 9

6-1162-DMH-1020	***		SA 14

6-1162-DMH-1035	***		SA 15

6-1162-DMH-1054	***		SA 16

6-1162-CHL-048	Rescheduled Aircraft Agreement		SA 26

P.A. 1951

N/CAL

SA 59

TABLE OF CONTENTS


		SA Number
RESTRICTED LETTER AGREEMENTS (continued)

6-1162-CHL-195	Restructure Agreement for Model 737NG and 757-300 Aircraft		SA 30

6-1162-MSA-768	Performance Guarantees – Model 737-924ER Aircraft ***		SA 57

6-1162-SEE-0361	Performance Guarantees – Model 737-924ER Aircraft ***		SA 57

6-1162-SEE-133	Model 737-924ER ***		SA 46

6-1162-SEE-0176R4	Record Option Proposals		SA 48

6-1162-SEE-0187	Passenger Service Unit Resolution		SA 50

6-1162-SEE-0225R1	Use of Aircraft – Carbon Brakes *** Testing		SA 50

6-1162-SEE-0263	Use of Aircraft – 737NG Performance Improvement Package Testing		SA 50

6-1162-RCN-1888	Use of Aircraft – Boeing 747-800 and 787 Flight Test Training		SA 53

6-1162-RCN-1890	Use of Aircraft for Testing		SA 57

6-1162-SEE-0326	Model 737 – Koito Seat Resolution		SA 56

CAL-PA-1951-LA-1208066	Aircraft Performance Guarantees – Model 737-924ER Aircraft ***		SA 59

CAL-PA-1951-LA-1209037	*******		SA 59

CAL-PA-1951-LA-1209110	Privileged and Confidential Matters		SA 59

P.A. 1951

N/CAL

SA 59

TABLE OF CONTENTS


SUPPLEMENTAL AGREEMENTS		DATED AS OF:
Supplemental Agreement No. 1		October 10, 1996

Supplemental Agreement No. 2		March 5, 1997

Supplemental Agreement No. 3		July 17, 1997

Supplemental Agreement No. 4		October 10, 1997

Supplemental Agreement No. 5		May 21, 1998

Supplemental Agreement No. 6		July 30, 1998

Supplemental Agreement No. 7		November 12, 1998

Supplemental Agreement No. 8		December 7, 1998

Supplemental Agreement No. 9		February 18, 1999

Supplemental Agreement No. 10		March 19, 1999

Supplemental Agreement No. 11		May 14, 1999

Supplemental Agreement No. 12		July 2, 1999

Supplemental Agreement No. 13		October 13, 1999

Supplemental Agreement No. 14		December 13, 1999

Supplemental Agreement No. 15		January 13, 2000

Supplemental Agreement No. 16		March 17, 2000

Supplemental Agreement No. 17		May 16, 2000

Supplemental Agreement No. 18		September 11, 2000

Supplemental Agreement No. 19		October 31, 2000

Supplemental Agreement No. 20		December 21, 2000

Supplemental Agreement No. 21		March 30, 2001

P.A. 1951

N/CAL

SA 59

vii

TABLE OF CONTENTS


SUPPLEMENTAL AGREEMENTS		DATED AS OF:
Supplemental Agreement No. 22		May 23, 2001

Supplemental Agreement No. 23		June 29, 2001

Supplemental Agreement No. 24		August 31, 2001

Supplemental Agreement No. 25		December 31, 2001

Supplemental Agreement No. 26		March 29, 2002

Supplemental Agreement No. 27		November 6, 2002

Supplemental Agreement No. 28		April 1, 2003

Supplemental Agreement No. 29		August 19, 2003

Supplemental Agreement No. 30		November 4, 2003

Supplemental Agreement No. 31		August 20, 2004

Supplemental Agreement No. 32		December 29, 2004

Supplemental Agreement No. 33		December 29, 2004

Supplemental Agreement No. 34		June 22, 2005

Supplemental Agreement No. 35		June 30, 2005

Supplemental Agreement No. 36		July 21, 2005

Supplemental Agreement No. 37		March 30, 2006

Supplemental Agreement No. 38		June 6, 2006

Supplemental Agreement No. 39		August 3, 2006

Supplemental Agreement No. 40		December 5, 2006

Supplemental Agreement No. 41		June 1, 2007

Supplemental Agreement No. 42		June 13, 2007

P.A. 1951

N/CAL

SA 59

viii


Supplemental Agreement No. 43		July 18, 2007

Supplemental Agreement No. 44		December 7, 2007

Supplemental Agreement No. 45		February 20, 2008

Supplemental Agreement No. 46		June 25, 2008

Supplemental Agreement No. 47		October 30, 2008

Supplemental Agreement No. 48		January 29, 2009

Supplemental Agreement No. 49		May 1, 2009

Supplemental Agreement No. 50		July 23, 2009

Supplemental Agreement No. 51		August 5, 2009

Supplemental Agreement No. 52		August 31, 2009

Supplemental Agreement No. 53		December 23, 2009

Supplemental Agreement No. 54		March 1, 2010

Supplemental Agreement No. 55		March 31, 2010

Supplemental Agreement No. 56		August 12, 2010

Supplemental Agreement No. 57		March 2, 2011

Supplemental Agreement No. 58		January 6, 2012

Supplemental Agreement No. 59		July , 2012

P.A. 1951

N/CAL

SA 59

6-1162-MMF-311R8

July 12, 2012

Continental Airlines, Inc.

1600 Smith Street

Houston, TX 77002


Subject:		Letter Agreement No. 6-1162-MMF-311R8 to Purchase Agreement No. 1951 – ***

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated July 23, 1996 (the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-MMF-311R 7 dated March 2, 2011.

All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.

***

***.

3.1

***.

3.2

***.

3.3

***.


P.A. No. 1951		SA 59

Boeing / Continental Airlines, Inc. Proprietary

Continental Airlines, Inc.

6-1162-MMF-311R8 Page 2

3.4

***.

3.5

***.

4.1

***.

4.2

***.

5.	Confidential Treatment .

Buyer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Buyer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. CAL-PA-1951-LA-1209110.

If this Letter Agreement correctly states your understanding of the matters treated herein, please so indicate by signature below.

Very truly yours,

THE BOEING COMPANY


P.A. No. 1951		SA 59

Boeing / Continental Airlines, Inc. Proprietary

Continental Airlines, Inc.

6-1162-MMF-311R8 Page 3


By		/s/ ***
Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date: July 12, 2012

CONTINENTAL AIRLINES, INC.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer


P.A. No. 1951		SA 59

Boeing / Continental Airlines, Inc. Proprietary

Attachment A to

Letter Agreement 6-1162-MMF-311R8


Date:

Continental Airlines, Inc.

1600 Smith Street

Houston, TX 77002


Attention:		Technical Department

Reference:		Letter Agreement 6-1162-MMF-311R8 to Boeing/CAL Purchase Agreement 1951

Transmitted by Facsimile: TBD

***

Very truly yours,

THE BOEING COMPANY



By:
Its:


P.A. No. 1951		SA 59

Boeing / Continental Airlines, Inc. Proprietary

Attachment B to

Letter Agreement 6-1162-MMF-311R8

***


P.A. No. 1951		SA 59

Boeing / Continental Airlines, Inc. Proprietary

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

July 12, 2012

6-1162-GOC-131R1 2

Continental Airlines, Inc.

1600 Smith Street

Houston, Texas 77002

Subject:

Letter Agreement No. 6-1162-GOC-131R11 to Purchase

Agreement No. 1951 – Special Matters

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated as of July 23, 1996 (the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-GOC-131R1 1 dated March 2, 2011 .

All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.

***.

1.1 Model 737-724 Aircraft. In consideration of Buyer’s purchase of Model 737-724 Aircraft, *** at the time of delivery of each such Aircraft ***.

1.2 Model 737-824 Aircraft. In consideration of Buyer’s purchase of Model 737-824 Aircraft, *** at the time of delivery of each such ***.

1.3 Model 737-624 Aircraft. In consideration of Buyer’s purchase of Model 737-624 Aircraft, *** at the time of delivery of each such Aircraft ***.

1.4 Model 737-524 Aircraft. In consideration of Buyer’s purchase of Model 737-524 Aircraft, *** at the time of delivery of each such ***.

1.5 Model 737-324 Aircraft. ***.

1.6 Model 737-924 Aircraft. In consideration of Buyer’s purchase of Model 737-924 Aircraft, *** at the time of delivery of each such Aircraft ***.


P.A. No. 1951		SA 59

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Continental Airlines, Inc.

6-1162-GOC-131R12 Page 2

1.7 737-924ER Aircraft *** .

Boeing has introduced the 737-900 extended range aircraft (the 737-924ER Aircraft). In consideration of Buyer’s purchase of Model 737-924ER Aircraft, ***.

1.8 ***.

***

LOGO

1.9 ***

***

1.10 *** .

For Buyer’s 737NG fleet, as well as any 737NG Aircraft delivering to Buyer ***.


P.A. No. 1951		SA 59

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Continental Airlines, Inc.

6-1162-GOC-131R12 Page 3

*** Advance Payment Schedule .

2.1

Firm Aircraft . ***

LOGO


P.A. No. 1951		SA 59

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Continental Airlines, Inc.

6-1162-GOC-131R12 Page 4

2.2 Option Aircraft and follow-on Firm Aircraft . ***

3. ***.

3.1 ***

3.2 ***

3.3 ***

3.4 ***

LOGO

4. ***.

4.1 ***

4.2 ***

4.3 ***

4.4 ***

4.5 ***

4.6 ***

4.7 ***

5. Option Aircraft.

5.1 ***

5.2 ***

6. ***.

6.1 ***

6.2 ***

6.3 ***


P.A. No. 1951		SA 59

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Continental Airlines, Inc.

6-1162-GOC-131R12 Page 5

6.4

***

6.6

***

6.7

***

6.8

***

6.9

***

LOGO

7 .

Assignment of Credits .

Buyer may not assign the credit memoranda described in this Letter Agreement without Boeing’s prior written consent ***

8 .

Confidential Treatment .


P.A. No. 1951		SA 59

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Continental Airlines, Inc.

6-1162-GOC-131R12 Page 6

Very truly yours,

THE BOEING COMPANY

LOGO


		By		/s/ ***
		Its		Attorney-in-Fact

		ACCEPTED AND AGREED TO this

		Date:		July 12, 2012

		CONTINENTAL AIRLINES, INC.

		By		/s/ Gerald Laderman
		Its		Senior Vice President – Finance and Treasurer


P.A. No. 1951		SA 59

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

CAL-PA-1951-LA-1208066

Continental Airlines, Inc.

1600 Smith Street

Houston, Texas 77002

Subject:

Aircraft Performance Guarantees – Model 737-900ER Aircraft ***

Reference:

Purchase Agreement No. 1951 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Continental Airlines, Inc. ( Customer ) relating to Model 737-924ER aircraft ( Aircraft )

1. Aircraft Performance Guarantees .

Boeing agrees to provide Customer with the performance guarantees in the Attachment. ***. Such guarantees are exclusive and will expire upon delivery of the Aircraft to Customer.

2. Aircraft Configuration .

The performance guarantees as described in the Attachment for the Aircraft are based on Detail Specification ***. Such performance guarantees as described in the Attachment, may be revised as defined in Letter Agreement No. 1951-15.

3. Assignment .

4. Confidential Treatment .


CAL-PA-1951-LA-1208066		P.A. No. 1951
Performance Guarantees		Page 1

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

LOGO

Very truly yours,


THE BOEING COMPANY

By		/s/ ***
Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

Continental Airlines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

CAL-PA-1951-LA-1208066

Performance Guarantees

P.A. No. 1951

Page 2

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 1

MODEL 737-900ER *** PERFORMANCE GUARANTEES

FOR CONTINENTAL AIRLINES, INC.


SECTION		CONTENTS

1		AIRCRAFT MODEL APPLICABILITY

2		FLIGHT PERFORMANCE

3		MANUFACTURER’S EMPTY WEIGHT

4		AIRCRAFT CONFIGURATION

5		GUARANTEE CONDITIONS

6		GUARANTEE COMPLIANCE

7		EXCLUSIVE GUARANTEES

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 1

1	AIRCRAFT MODEL APPLICABILITY

2	FLIGHT PERFORMANCE

2.1

Takeoff

2.1.1


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


GUARANTEE:		*** Pounds

2.2

Landing

2.2.1

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:


GUARANTEE:		*** Feet

2.2.2

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


GUARANTEE:		*** Feet

2.3

Speed

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 2


NOMINAL:		*** KTAS
TOLERANCE:		*** KTAS
GUARANTEE:		*** KTAS

2.4

Altitude Capability – All Engines Operating

The altitude capability at a gross weight of *** pounds, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value:


GUARANTEE:		*** Feet

Conditions:

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

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

The Aircraft shall be capable of at least a *** g maneuver load factor at buffet onset.

2.5

Enroute One-Engine-Inoperative Altitude


GUARANTEE:		*** Feet

2.6

Cruise Range


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

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 3

Conditions and operating rules:

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

2.7

Mission

2.7.1

Mission Payload


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

Conditions and operating rules:


Stage Length:		The stage length is defined as the sum of the distances for 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

		5. * feet * feet

		6. * feet * feet

		Takeoff performance is based on an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord.

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 4


		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

Descent:		The Aircraft descends from the final cruise altitude at * KCAS to an altitude of * feet above the destination airport altitude.

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 5


		Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.

		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

		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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number.

2.7.2

Mission Payload


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

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 6

Conditions and operating rules:


Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

Takeoff:		The airport altitude is *** feet.

		The takeoff gross weight is not limited by the airport conditions.

		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.

		The climb continues at the recommended climb speed for minimum block fuel until the initial cruise altitude is reached.

		The temperature is ISA+5°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+5°C during cruise.

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 7


		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 at sea level.

		The temperature is ISA+5°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 Takeoff and Climbout Maneuver: Fuel * Pounds 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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission and at a * Mach number.

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 8

2.7.3

Mission Payload


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

Conditions and operating rules:


Stage Length:		The stage length is defined as the sum of the distances for 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 an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord.

		Maximum takeoff thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

Climbout		Following the takeoff to *** feet, the Aircraft accelerates to
Maneuver:		* 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 the recommended climb speed for minimum block fuel.

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 9


		The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.

		The climb continues at *** Mach number to the initial cruise altitude.

		The temperature is ISA+10°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+10°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 at sea level.

		The temperature is ISA+10°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. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 10


		Takeoff and Climbout Maneuver:
		Fuel *** Pounds

		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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number.

2.7.4

Mission Block Fuel


Conditions and operating rules:

Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

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 *** the airport conditions.

		Maximum takeoff thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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 at sea level.

		The temperature is standard day during descent.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

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 a *** airport.

Fixed Allowance:		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 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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number.

2.7.5

Mission Block Fuel

Conditions and operating rules:



Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 13



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 sea level.

		The takeoff gross weight is *** by the airport conditions.

		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 14



		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 is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.

		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 sea level airport.

Fixed Allowance:		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 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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 15

2.7.6

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) with a *** pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:

Conditions and operating rules:



Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

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 *** feet.

		The takeoff gross weight is *** the airport conditions.

		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.

		The climb continues at *** Mach number to the initial cruise altitude.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 16



		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.

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 at sea level.

		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 Allowance:		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 Approach and Landing Maneuver: Fuel * Pounds Taxi-In (shall be consumed from the reserve fuel): Fuel * Pounds

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 17



		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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number

2.7.7

Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.7.8 is the basis for the mission guarantees of Paragraphs 2.7.1, 2.7.2, 2.7.3, 2.7.4, 2.7.5, and 2.7.6.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 18

2.7.8

737-900ER Weight Summary—United Air Lines


	Pounds
Standard Model Specification MEW		*	**

Configuration Specification D019A001, Rev. M, Dated January 30, 2009
*** Tourist Class Passengers
CFM56-7 Engines
* lb (* kg) Maximum Taxi Weight
* U.S. Gallons (* liters) Fuel Capacity
Changes for United Air Lines
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***

United Air Lines Manufacturer’s Empty Weight (MEW)		*******

Standard and Operational Items Allowance (Paragraph 2.7.9)		***
United Air Lines Operational Empty Weight (OEW)		***
***		***

United Air Lines Post-Delivery Operational Empty Weight (OEW)		*******

Quantity

Pounds

* Seat Weight Included:

***

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 19


***		***			*	**

2.7.9

Standard and Operational Items Allowance

***

Standard Items Allowance

***

Unusable Fuel

***

Oil

***

Oxygen Equipment

***

Passenger Portable

***

Crew Masks

***

Miscellaneous Equipment

***

Crash Axe

***

Megaphones

***

Flashlights

***

Smoke Hoods

***

Galley Structure & Fixed Inserts

***

Operational Items Allowance

***

Crew and Crew Baggage

***

Flight Crew

***

Cabin Crew

***

Baggage

***

Catering Allowance & Removable Inserts

***

First Class

***

Business Class

***

Economy Class

***

Passenger Service Equipment

***

Potable Water—60 USG

***

Waste Tank Disinfectant

***

Emergency Equipment

***

Escape Slides—Forward

***

Escape Slides—Aft

***

Life Vests—Crew and Passengers

***

Life Rafts

***

Auto Radio Beacon (ELT)

***

Total Standard and Operational Items Allowance

***

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 20

3	MANUFACTURER’S EMPTY WEIGHT

4	AIRCRAFT CONFIGURATION

4.1

The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Revision B of the Detail Specification *** (hereinafter referred to as the Detail Specification) including assumed changes to a new United Airlines configuration. 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.

4.2

(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 IV of the Detail Specification and the actual weights.

5	GUARANTEE CONDITIONS

5.1

All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

5.2

5.3

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

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 21

5.4

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 Category P brakes and anti-skid operative, and with the Aircraft center of gravity at the most forward limit unless otherwise specified. The takeoff performance is based on no engine bleed for air conditioning or thermal anti-icing and the ***. 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.

5.5

5.6

5.7

5.8

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.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 22

6	GUARANTEE COMPLIANCE

6. 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 4 and the guarantee conditions of Section 5.

6.2

C ompliance with the takeoff, landing, and enroute one-engine- inoperative altitude guarantees, the buffet onset portion of the altitude capability guarantee, and the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 737-900ER.

6.3

6.4

The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

6.5

C ompliance with the Manufacturer’s Empty Weight guarantee shall be based on information in the “Weight and Balance Control and Loading Manual—Aircraft Report.”

6.6

6.7

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.

7	EXCLUSIVE GUARANTEES

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

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 1

MODEL 737-900ER *** PERFORMANCE GUARANTEES

FOR CONTINENTAL AIRLINES, INC.


SECTION		CONTENTS
1		AIRCRAFT MODEL APPLICABILITY
2		FLIGHT PERFORMANCE
3		MANUFACTURER’S EMPTY WEIGHT
4		AIRCRAFT CONFIGURATION
5		GUARANTEE CONDITIONS
6		GUARANTEE COMPLIANCE
7		EXCLUSIVE GUARANTEES

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 2

1.	AIRCRAFT MODEL APPLICABILITY

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


GUARANTEE:		*** Feet

2.1.2


GUARANTEE:		*** Pounds

2.2

Landing

2.2.1

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:


GUARANTEE:		*** Feet

2.2.2

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


GUARANTEE:		*** Feet

2.3

Speed

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 3


NOMINAL:		*** KTAS
TOLERANCE:		*** KTAS
GUARANTEE:		*** KTAS

2.4

Altitude Capability—All Engines Operating

The altitude capability at a gross weight of *** pounds, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value:


GUARANTEE:		*** Feet

Conditions:

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

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

3) The Aircraft shall be capable of at least a *** g maneuver load factor at buffet onset.

2.5

Enroute One-Engine-Inoperative Altitude


GUARANTEE:		*** Feet

2.6

Cruise Range


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

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 4

Conditions and operating rules:

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

2.7

Mission

2.7.1

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) using the conditions and operating rules defined below, shall not be less than the following guarantee value:

Conditions and operating rules:



Stage Length:	The stage length is defined as the sum of the distances for 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
	2.	***	*** feet
	3.	***	*** feet
	4.	***	*** feet
	5.	***	*** feet
	6.	***	*** feet

	Takeoff performance is based on an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 5



		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

Descent:		The Aircraft descends from the final cruise altitude at * KCAS to an altitude of * feet above the destination airport altitude.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 6



		Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.

		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 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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number.

2.7.2

Mission Payload

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 7

Conditions and operating rules:



Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

Takeoff:		The airport altitude is *** feet.

		The takeoff gross weight is *** the airport conditions.

		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.

		The climb continues at the recommended climb speed for minimum block fuel until the initial cruise altitude is reached.

		The temperature is ISA+5°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+5°C during cruise.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 8


		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 at sea level.

		The temperature is ISA+5°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 Allowance:		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 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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission and at a * Mach number.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 9

2.7.3

Mission Payload

Conditions and operating rules:



Stage Length:		The stage length is defined as the sum of the distances for 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 an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord.

		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 10



		The climb continues at *** Mach number to the initial cruise altitude.

		The temperature is ISA+10°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+10°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 at sea level.

		The temperature is ISA+10°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 Takeoff and Climbout Maneuver: Fuel * Pounds Approach and Landing Maneuver: Fuel * Pounds Taxi-In (shall be consumed from the reserve fuel): Fuel * Pounds

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 11



		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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number.

2.7.4

Mission Block Fuel


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

Conditions and operating rules:



Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

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 *** the airport conditions.

		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.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 12



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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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 at sea level.

		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:

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 13


		Taxi-Out:
		Fuel		*** Pounds

		Takeoff and Climbout Maneuver:
		Fuel		*** Pounds

		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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number

2.7.5

Mission Block Fuel


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

Conditions and operating rules:



Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

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.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 14



Takeoff:		The airport altitude is ***.

		The takeoff gross weight is *** the airport conditions.

		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 15



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 at sea level.

		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 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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number

2.7.6

Mission Block Fuel

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 16

Conditions and operating rules:



Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

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 *** feet.

		The takeoff gross weight is *** the airport conditions.

		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 17



		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 is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.

		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 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 a contingency fuel allowance equivalent to * minutes of continued cruise starting at the end of the mission cruise and at * Mach number

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 18

2.7.7

Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.7.8 is the basis for the mission guarantees of Paragraphs 2.7.1, 2.7.2, 2.7.3, 2.7.4, 2.7.5, and 2.7.6.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 19

2.7.8 737-900ER Weight Summary—United Air Lines


	Pounds
Standard Model Specification MEW		*******

Configuration Specification D019A001, Rev. M, Dated January 30, 2009
*** Tourist Class Passengers
CFM56-7 Engines
* lb (* kg) Maximum Taxi Weight
* U.S. Gallons (* liters) Fuel Capacity
Changes for United Air Lines
***		***
***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***

United Air Lines Manufacturer’s Empty Weight (MEW)		*******

Standard and Operational Items Allowance (Paragraph 2.7.9)		***

United Air Lines Operational Empty Weight (OEW)		*******

***		*******

United Air Lines Post-Delivery Operational Empty Weight (OEW)		*******

Quantity

Pounds

* Seat Weight Included:

***

First Class Doubles

***

Premium Economy Class Triples

***

Economy Class Triples

***

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 20

2.7.9 Standard and Operational Items Allowance

***

Standard Items Allowance

***

Unusable Fuel

***

Oil

***

Oxygen Equipment

***

Passenger Portable

***

Crew Masks

***

Miscellaneous Equipment

***

Crash Axe

***

Megaphones

***

Flashlights

***

Smoke Hoods

***

Galley Structure & Fixed Inserts

***

Operational Items Allowance

***

Crew and Crew Baggage

***

Flight Crew

***

Cabin Crew

***

Baggage

***

Catering Allowance & Removable Inserts

***

First Class

***

Business Class

***

Economy Class

***

Passenger Service Equipment

***

Potable Water—60 USG

***

Waste Tank Disinfectant

***

Emergency Equipment

***

Escape Slides—Forward

***

Escape Slides—Aft

***

Life Vests—Crew and Passengers

***

Life Rafts

***

Auto Radio Beacon (ELT)

***

Total Standard and Operational Items Allowance

***

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 21

3.	MANUFACTURER’S EMPTY WEIGHT

4.	AIRCRAFT CONFIGURATION

4.1

4.2

(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 IV of the Detail Specification and the actual weights.

5.	GUARANTEE CONDITIONS

5.1

All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

5.2

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 22

5.3

5.4

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 Category P brakes and anti-skid operative, and with the Aircraft center of gravity at the most forward limit unless otherwise specified. The takeoff performance is based on no engine bleed for air conditioning or thermal anti-icing and the ***. 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.

5.5

5.6

5.7

5.8

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.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

Attachment to Letter Agreement

No. CAL-PA-1951-LA-1208066

***

Page 23

6.	GUARANTEE COMPLIANCE

6.1

Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of Section 5.

6.2

Compliance with the takeoff, landing, and enroute one-engine- inoperative altitude guarantees, the buffet onset portion of the altitude capability guarantee, and the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 737-900ER.

6.3

6.4

The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

6.5

Compliance with the Manufacturer’s Empty Weight guarantee shall be based on information in the “Weight and Balance Control and Loading Manual—Aircraft Report.”

6.6

6.7

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.

7.	EXCLUSIVE GUARANTEES

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

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

P.A. No. PA-1951

AERO-B-BBA4-M12-0362C

SS12-0153

LOGO

CAL-PA-1951-LA-1209037

Continental Airlines, Inc.

1600 Smith Street

Houston, Texas 77002

Subject: ***

Reference:

Purchase Agreement No. PA-1951 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Continental Airlines, Inc. ( Customer ) relating to Model 737-924ER aircraft ( Aircraft )

1.	Definitions .

*** Notice means the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below.

***

Program Aircraft means each Aircraft specified in Table 1 of the Purchase Agreement with scheduled deliveries in July 2013 and after as of the date of this Letter Agreement ***

2.	Applicability .

3.	*** Forecast .

***.

4.1

***

4.1.1

***

4.1.2

***

4.1.3

***

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

CAL-PA-1951-LA-1209037

***

Page 1

LOGO

4.1.4

***

4.2

***

4.2.1

***

4.2.2

***

4.3

***

5.1

***

5.2

***

6.1

***

6.2

***

8.	Assignment .

*** this Letter Agreement is provided as an accommodation to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or in part.

9.	Confidential Treatment.

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

CAL-PA-1951-LA-1209037

***

Page 2

LOGO


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

Continental Airlines, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

CAL-PA-1951-LA-1209037

***

Page 3

LOGO

ATTACHMENT A

*** Forecast & *** Notice Date

***

Forecast

Applicable to Program Aircraft

Delivering in Time Period

***

Notice
Date

***

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

CAL-PA-1951-LA-1209037

***

Page 4

LOGO

ATTACHMENT B

*** Factors—July 2005 Base Year


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

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

CAL-PA-1951-LA-1209037

***

Page 5

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

CAL-PA-1951-LA-1209110

Continental Airlines, Inc.

1600 Smith Street

Houston, Texas 77002

Subject:

Privileged and Confidential Matters

Reference:

(a)

Employees . A party may disclose the Information to its own employees (as well as the employees of United Continental Holdings, Inc. and United Air Lines, Inc.) who (i) have a need to know the Information for purposes of assisting said party in the evaluation or administration of the Purchase Agreement or such party’s business operations and (ii) have been instructed to not disclose the Information except as provided by this Letter Agreement.

(b)

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

CAL-PA-1951-LA-1209110

Privileged and Confidential Matters

Page 1

LOGO

(c)

(i)

(ii)

The disclosing party shall, as requested by the other party, seek redaction and/or confidential treatment for the Information or parts thereof from the SEC or other applicable regulators.

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 12, 2012

Continental Airlines, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

CAL-PA-1951-LA-1209110

Privileged and Confidential Matters

Page 2

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.

Exhibit 10.6

PURCHASE AGREEMENT NUMBER 3860

between

THE BOEING COMPANY

and

UNITED AIR LINES, INC.

Relating to Boeing Model 787 Aircraft

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Articles		Rev.: 08/27/2004

TABLE OF CONTENTS



ARTICLES

	1.	Quantity, Model and Description

	2.	Delivery Schedule

	3.	Price

	4.	Payment

	5.	Additional Terms

TABLE

	1.	Aircraft Information Table

EXHIBIT

	A1.	787-8 Aircraft Configuration

	A2.	787-9 Aircraft Configuration

	B.	Aircraft Delivery Requirements and Responsibilities

SUPPLEMENTAL EXHIBITS

	AE1.	Escalation Adjustment/Airframe and Optional Features

	BFE1.	Buyer Furnished Equipment Variables

	CS1.	Customer Support Document

	EE1.	Engine Escalation/Engine Warranty ***

	SLP1.	Service Life Policy Components

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Articles	i	Rev.: 07/20/12

TABLE OF CONTENTS


LETTER AGREEMENTS

UAL-PA-03860-LA-1209247		787 e-Enabling

UAL-PA-03860-LA-1209264		Open Configuration Matters

UAL-PA-03860-LA-1209265		Option Aircraft

UAL-PA-03860-LA-1209409		Spares 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 and Data Loading

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Articles	ii	Rev.: 07/20/12

TABLE OF CONTENTS


CONFIDENTIAL LETTER AGREEMENTS

UAL-PA-03860-LA-1209236		Model Substitution

UAL-PA-03860-LA-1209412		Spare Parts Commitment

UAL-PA-03860-LA-1209413		Special Matters

UAL-PA-03860-LA-1209414		Other Special Matters

UAL-PA-03860-LA-1209416		Promotional Support

UAL-PA-03860-LA-1209430		Performance Guarantees

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

UAL-PA-03860-LA-1209429		***

UAL-PA-03860-LA-1209618		Alternate Engine Selection

6-1162-ELP-0794		* Program *

6-1162-ELP-0795		* Program *

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Articles	iii	Rev.: 07/20/12

Purchase Agreement No. 3860

between

The Boeing Company

and

United Air Lines, Inc.

This Purchase Agreement No. 3860 dated as of September 27, 2012 between The Boeing Company ( Boeing ) and 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 is subject to escalation dollars.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Articles	1	Rev.: 07/20/12

3.2 Advance Payment Base Prices . The Advance Payment Base Prices listed in Table 1 were calculated utilizing the latest escalation factors available to Boeing on the date of this 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.

4.4 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 .

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Articles	2	Rev.: 07/20/12

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 *** indemnity 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.

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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Articles	3	Rev.: 07/20/12

DATED AS OF September , 2012


THE BOEING COMPANY				UNITED AIR LINES, INC.

/s/ ***				/s/ Gerald Laderman
Signature				Signature

***				Gerald Laderman
Printed name				Printed name

Attorney-in-Fact				Senior Vice President – Finance and Treasurer
Title				Title

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Articles	4	Rev.: 07/20/12

Table 1—General Electric Engines

Purchase Agreement No. 3860

Aircraft Delivery, Description, Price and Advance Payments

(787-8/GE/***)

Airframe Model/MTOW:

787-8

*** pounds

Detail Specification:

***

Engine Model/Thrust:

GENX-1***

*** 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):

***

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):

***

***

Boeing / United Continental Holdings, Inc. Proprietary


		Page 1

Table 1—General Electric Engines

Purchase Agreement No. 3860

Aircraft Delivery, Description, Price and Advance Payments

(787-8/GE/***)

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):

***

***

Boeing / United Continental Holdings, Inc. Proprietary


		Page 2

Table 1—Rolls Royce Engines

Purchase Agreement No. 3860

Aircraft Delivery, Description, Price and Advance Payments

(787-8/RR/***)

Airframe Model/MTOW:

787-8

Detail Specification: ***

Engine Model/Thrust:

TRENT1000-***

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):

***

Deposit per Aircraft:

Delivery

Number
of

Escalation

Factor

Escalation

Factor

Serial

Escalation Estimate

Adv Payment Base

Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to
Delivery):

Date

Aircraft

(Airframe)

(Engine)

Number

Price Per A/P

***

***

Boeing / United Air Lines, Inc. Proprietary


UAL-PA-03860 61269-1F.TXT		Page 1

Table 1—Rolls Royce Engines

Purchase Agreement No. 3860

Aircraft Delivery, Description, Price and Advance Payments

(787-8/RR/***)

Delivery

Number
of

Escalation

Factor

Escalation

Factor

Serial

Escalation Estimate

Adv Payment Base

Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to
Delivery):

Date

Aircraft

(Airframe)

(Engine)

Number

Price Per A/P

***

***

Total: 25

Boeing / United Air Lines, Inc. Proprietary


UAL-PA-03860 61269-1F.TXT		Page 2

Exhibit A1 to

Purchase Agreement No. 3860

Page 1

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

UNITED AIR LINES, INC.

Exhibit A1 to Purchase Agreement Number 3860

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Exhibit_A		A1

AIRCRAFT CONFIGURATION

relating to

BOEING MODEL 787 AIRCRAFT

The Detail Specification is Boeing document entitled Detail Specification *** revision ***, dated ***. Such Detail Specification will be comprised of those provisions of ***, dated ***, as amended by addendum ***, dated ***, which are applicable to model 787-8 aircraft and as amended to incorporate the optional features listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Customer Specified Option Selection Log and Option Data Pages, configuration file (***), dated ***. As soon as practicable, Boeing will make available to Customer the Detail Specification, which will reflect such optional features. The Aircraft Basic Price reflects and includes all effects of such optional features, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment.

There is no additional processing fee added to the master change price for addition or deletion of catalog options within appropriate lead times.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Exhibit_A		A1

BOEING PROPRIETARY



Exhibt A1 to Purchase Agreement No. 2484
Optional Features Item No.	Title	Price Per Aircraft 2006$
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***	$	***
***	***		***
***	***		***
***	***		***
***	***		***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***		***
***	***	$	***
***	***	$	***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***	$	***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***	$	***
***	***	$	***
***	***		***
***	***		***
***	***		***
***	***		***
***	***	$	***


		Page 1

BOEING PROPRIETARY

Exhibit A1 to

Purchase Agreement No. 2484


Optional Features Item No.	Title	Price Per Aircraft 2006$
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***	$	***
***	***		***
***	***		***
***	***	$	***
***	***		***
***	***		***
***	***		***
***	***		***
***	***	$	***
***	***		***
***	***		***
***	***	$	***
***	***	$	***
***	***	$	***
***	***		***
***	***		***
***	***		***
***	***	$	***

	TOTAL OPTIONAL FEATURES	$	***


In Flight Entertainment Item No.	Title	Price Per Aircraft Fixed$
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***		***
***	***	$	***

	TOTAL IN FLIGHT ENTERTAINMENT	$	***

	TOTAL EXHIBIT A1	$	***

BOEING PROPRIETARY


		Page 2

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

UNITED AIR LINES, INC.

Exhibit A2 to Purchase Agreement Number 3860

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Exhibit_A2	A2	Rev.: 10/3/07

Exhibit A2 to

Purchase Agreement No. 3860

Page 2

AIRCRAFT CONFIGURATION

relating to

BOEING MODEL 787-9 AIRCRAFT

The Airframe Price in Table 1 was established utilizing the 787 Airplane Description and Selections *** Revision *** dated ***. The content of this Exhibit A2 will be defined pursuant to the provisions of Letter Agreement UAL-PA-03860-LA-1209264, Open Configuration Matters – 787-9 Aircraft, to the Purchase Agreement.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Exhibit_A2	A2-1	Rev.: 10/3/07

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

between

THE BOEING COMPANY

And

UNITED AIR LINES, INC.

Exhibit B to Purchase Agreement Number 3860

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Exhibit_B	B	Rev.: 07/20/12

Exhibit B to

Purchase Agreemnt No. 3860

Page 1

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

relating to

BOEING MODEL 787 AIRCRAFT

Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished. If Customer *** to *** any *** for an Aircraft, such *** the Purchase Agreement provided that Customer *** Boeing to *** a *** that will *** Boeing’s manufacturing operations *** in delivery of the affected Aircraft.

1. GOVERNMENT DOCUMENTATION REQUIREMENTS .

Certain actions are required to be taken by Customer in advance of the scheduled delivery month of each Aircraft with respect to obtaining certain government issued documentation.

1.1 Airworthiness and Registration Documents .

Not later than *** months prior to delivery of each Aircraft, Customer will notify Boeing of the registration number to be painted on the side of the Aircraft. In addition, and not later than *** months prior to delivery of each Aircraft, Customer will, by letter to the regulatory authority having jurisdiction, authorize the temporary use of such registration numbers by Boeing during the pre-delivery testing of the Aircraft.

1.2 Certificate of Sanitary Construction .

1.2.2 Non-U.S. Registered Aircraft. If, for any non-U.S. registered Aircraft, Customer requires a United States Certificate of Sanitary Construction at the time of delivery of the Aircraft, Customer will give written notice

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Exhibit_B	B-1	Rev.: 07/20/12

Exhibit B to

Purchase Agreement No. 3860

Page 2

thereof to Boeing at least *** months prior to delivery. Boeing will then use its reasonable best efforts to obtain the Certificate from the United States Public Health Service and present it to Customer at the time of Aircraft delivery.

1.3 Customs Documentation.

1.3.1 Import Documentation. If the Aircraft is intended to be exported from the United States, Customer must notify Boeing not later than 3 months prior to delivery of each Aircraft of any documentation required by the customs authorities or by any other agency of the country of import.

1.3.2 General Declaration - U.S. If the Aircraft is intended to be exported from the United States, Boeing will prepare Customs Form 7507, General Declaration, for execution by U.S. Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer will furnish to Boeing not later than *** days prior to delivery all information required by U.S. Customs or U.S. Immigration and Naturalization Service, including without limitation (i) a complete crew and passenger list identifying the names, birth dates, passport numbers and passport expiration dates of all crew and passengers and (ii) a complete ferry flight itinerary, including point of exit from the United States for the Aircraft.

If Customer intends, during the ferry flight of an Aircraft, to land at a U.S. airport after clearing Customs at delivery, Customer must notify Boeing not later than *** days prior to delivery of such intention. If Boeing receives such notification, Boeing will provide to Customer the documents constituting a Customs permit to proceed, allowing such Aircraft to depart after any such landing. Sufficient copies of completed Form 7507, along with passenger manifest, will be furnished to Customer to cover U.S. stops scheduled for the ferry flight.

1.3.3 Export Declaration - U.S. If the Aircraft is intended to be exported from the United States, Boeing will prepare Form 7525V and, immediately prior to the ferry flight, will submit such Form to U.S. Customs in Seattle in order to obtain clearance for the departure of the Aircraft, including any cargo, from the United States. U.S. Customs will deliver the Export Declaration to the U.S. Department of Commerce after export.

2. INSURANCE CERTIFICATES .

Unless provided earlier, Customer will provide to Boeing not later than *** days prior to delivery of the first Aircraft, a copy of the requisite annual insurance certificate in accordance with the requirements of Article 8 of the AGTA.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Exhibit_B	B-2	Rev.: 07/20/12

Exhibit B to

Purchase Agreement No. 3860

Page 3

3. NOTICE OF FLYAWAY CONFIGURATION .

Not later than *** days prior to delivery of the Aircraft, Customer will provide to Boeing a configuration letter stating the requested “flyaway configuration” of the Aircraft for its ferry flight. This configuration letter should include:

(i) the name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training, the method of payment for such fuel, and fuel load for the ferry flight;

(ii) the cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway and notification of any hazardous materials requiring special handling;

(iii) any BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer’s subsequent Aircraft;

(iv) a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and

(v) a complete ferry flight itinerary.

4. DELIVERY ACTIONS BY BOEING .

4.1 Schedule of Inspections . All inspections of the Aircraft by FAA, Boeing, Customer and, if required, U.S. Customs Bureau will be scheduled by Boeing for completion prior to delivery or departure of the Aircraft. Boeing will inform Customer of such schedules.

4.2 Schedule of Demonstration Flights . All FAA and Customer demonstration flights will be scheduled by Boeing for completion prior to delivery of the Aircraft.

4.3 Schedule for Customer’s Flight Crew . Boeing will inform Customer of the date that a flight crew is required for acceptance routines associated with delivery of the Aircraft.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Exhibit_B	B-3	Rev.: 07/20/12

Exhibit B to

Purchase Agreement No. 3860

Page 4


Aircraft Model		Fuel Provided
787		***

4.5 Flight Crew and Passenger Consumables . Boeing will provide reasonable quantities of food, trash bags in the galleys, coat hangers, towels, toilet tissue, drinking cups and soap for the first segment of the ferry flight for the Aircraft.

4.6 Delivery Papers, Documents and Data . Boeing will have available at the time of delivery of the Aircraft certain delivery papers, documents and data for execution and delivery. Prior to ticketing the Aircraft, Customer will provide Company Aircraft Maintenance Logs for Boeing Airworthiness Release stamp and/or signature, and after delivery but prior to Aircraft departure, load software as required by Customer per Letter Agreement UAL-PA-03860-LA-1209417 for ferry flight to destination. If title for the Aircraft will be transferred to Customer through a Boeing sales subsidiary and if the Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to the Aircraft from Boeing’s sales subsidiary to Customer.

5. DELIVERY ACTIONS BY CUSTOMER .

5.1 Aircraft Radio Station License . At delivery of the Aircraft Customer will provide its Aircraft Radio Station License to be placed on board the Aircraft following delivery.

5.2. Aircraft Flight Log . At delivery of the Aircraft Customer will provide the Aircraft Flight Log for the Aircraft.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Exhibit_B	B-4	Rev.: 07/20/12

ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

between

THE BOEING COMPANY

and

UNITED AIR LINES, INC.

Supplemental Exhibit AE1 to Purchase Agreement Number 3860

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_EE1_RRT1000_ECI-MFG_CPI_2004	AE1	Rev.: 10/19/04

Formula

Airframe and Optional Features price adjustments (Airframe Price Adjustment) are used to *** to be stated in *** at the signing of this Purchase Agreement and to *** to be *** at *** for the *** of ***. The Airframe Price Adjustment will be *** at the *** of Aircraft delivery in accordance with the following formula:

***

Where:

***

*** where *** is the *** (as set forth in Table *** of this Purchase Agreement)

***

*** where *** is the *** (as set forth in Table *** of this Purchase Agreement)

*** *** plus *** (as set forth in Table *** of this Purchase Agreement).

*** is a *** determined using the ***, calculated by establishing a *** arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the *** the month of scheduled delivery of the applicable Aircraft. As the *** values are only released on a *** basis, the value released for the *** will be used for the ***; the value for *** used for ***; the value for *** used for ***; and the value for *** used for ***.

*** is a *** determined using the ***, calculated as a *** arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the *** prior to the month of scheduled delivery of the applicable Aircraft.

As an example, for an Aircraft scheduled to be delivered in the month of ***, the months *** of the *** will be utilized in determining the value of *** and ***.

Note:

i. In determining the values of *** and ***, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_EE1_RRT1000_ECI-MFG_CPI_2004	AE1 - 1	Rev.: 10/19/04

ii. *** is the numeric ratio attributed to *** in the Airframe Price Adjustment formula.

iii. *** is the numeric ratio attributed to *** in the Airframe Price Adjustment formula.

iv. The *** are the actual average values reported by the ***. The actual average values are calculated as a *** arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the *** the airframe base year. The applicable base year and corresponding denominator is provided by Boeing in Table 1 of this Purchase Agreement.

v. The final value of *** will be rounded to the nearest dollar.

vi. The *** if it will *** in the ***.

2.	Values to be Used if *** Are Not Available.

2.1 If the *** substantially revises the methodology used for the determination of the values to be used to determine the *** and *** values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery of any such Aircraft, select a substitute from other *** or ***. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within *** months after delivery of the Aircraft, the *** should resume releasing values for the months needed to determine the Airframe Price Adjustment; *** will be used *** or *** in the *** for the *** from that *** at the *** of *** of ***.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_EE1_RRT1000_ECI-MFG_CPI_2004	AE1 - 2	Rev.: 10/19/04

the ***). A *** or *** will be issued *** for the period of original invoice to issuance *** or ***.

Note :

i. The values released by the *** and available to Boeing *** prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the *** and *** values for the applicable months (including those noted as preliminary by the ***) to calculate the Airframe Price Adjustment for the Aircraft invoice at the time of delivery. The values will be considered final and *** will be made after Aircraft delivery for any *** in ***, subject always to ***.

ii. The maximum number of digits to the right of the decimal after rounding utilized in any part of the Airframe Price Adjustment equation will be 4, where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to 5 or greater.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_EE1_RRT1000_ECI-MFG_CPI_2004	AE1 - 3	Rev.: 10/19/04

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

UNITED AIR LINES, INC.

Supplemental Exhibit BFE1 to Purchase Agreement Number 3860

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_BFE1	BFE1	Rev.: 10/22/04

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

787-8 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)

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
P.A_Supp_Ex_BFE1	BFE1-1	Rev.: 10/20/04

787 CUSTOMER SUPPORT DOCUMENT

between

THE BOEING COMPANY

and

UNITED AIR LINES, INC.

Supplemental Exhibit CS1 to Purchase Agreement Number 3860

This document contains :

Part 1:

Boeing Maintenance and Flight Training Programs; Operations Engineering Support

Part 2:

Field Services and Engineering Support Services

Part 3:

Technical Information and Materials

Part 4:

Alleviation or Cessation of Performance

Part 5:

Protection of Proprietary Information and Proprietary Materials

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860	CS1	Rev.: 11/09/04

787 CUSTOMER SUPPORT DOCUMENT

PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING

PROGRAMS; OPERATIONS ENGINEERING SUPPORT

1. Boeing Training Programs .

Boeing will provide maintenance training, cabin attendant training, and flight training programs to support the introduction of the Aircraft into service as provided in this Supplemental Exhibit CS1.

1.1 Customer is awarded *** points (Training Points) ***. At any time before *** months after delivery of Customer’s last Aircraft (Training Program Period) Customer may exchange Training Points for any of the training courses described on Attachment A at the point values described on Attachment A or for other training Boeing may identify at specified point values. At the end of the Training Program Period any *** will expire. For clarity, the Training Program Period is estimated to start no earlier than *** months prior to Customer’s initial Aircraft deliveries. Actual start dates and schedules will be coordinated at the planning conference, which per Article 2.1 below is estimated to occur approximately *** months prior to Aircraft entry into service.

1.2 In addition to the training provided in Article 1.1, Boeing will provide to Customer the following training and services:

1.2.1 *** model specific instruction; *** classes of *** students;

1.2.2 *** model specific instruction in Boeing’s regularly scheduled courses; schedules are published yearly.

1.2.3

Additional Flight Operations Services:

Boeing flight crew personnel to assist in ferrying the first Aircraft to Customer’s main base;

*** for *** Man Days (as defined in Article 5.4, below) for revenue service training assistance;

An *** to visit Customer *** months after revenue service training to review Customer’s flight crew operations for a *** period.

BOEING / UNITED AIR LINES, INC. PROPRIETARY

P.A. No. 3860

CS1

Rev.: 11/09/04

1-1

If any part of the training described in this Article 1.2 is not completed by Customer within *** months after the delivery of the last Aircraft, Boeing will have no obligation to provide such training.

2. Training Schedule and Curricula .

2.1 Customer and Boeing will together conduct planning conferences approximately *** months before the scheduled delivery month of the first Aircraft of a model to define and schedule the *** training programs. At the conclusion of each planning conference the parties will document Customer’s course selection, training schedule, and, if applicable, Training Point application and remaining Training Point balance.

2.2 Customer may also request training by written notice to Boeing identifying desired courses, dates and locations. Within *** days of Boeing’s receipt of such request Boeing will provide written response to Customer confirming whether the requested courses are available at the times and locations requested by Customer.

3. Location of Training .

3.1 Boeing will conduct all training at any of its or its wholly-owned subsidiaries’ training facilities equipped for the model of Aircraft. Customer shall decide on the location or mix of locations for training, subject to space being available in the desired courses at the selected training facility on the dates desired.

3.2 If requested by Customer, Boeing will conduct the classroom portions of the maintenance and flight training (except for the Performance Engineer training courses) at a mutually acceptable alternate training site, subject to the following conditions:

3.2.1 Customer will provide acceptable classroom space, simulators (as necessary for flight training) and training equipment required to present the courses;

3.2.2 Customer will pay Boeing’s portal to portal actual expenses for lodging, ground transportation, laundry, baggage handling, communication costs and per diem meal charge for each Boeing instructor for each day, or fraction thereof, that the instructor is away from his home location, including travel time;

3.2.3 Customer will provide, or will reimburse Boeing for the actual costs of round-trip transportation for Boeing’s instructors and the shipping costs of training Materials (as defined in Part 3 paragraph 1 of this Supplemental Exhibit CS1), which must be shipped to the alternate training site;

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3.2.4 Customer will be responsible for all taxes, fees, duties, licenses, permits and similar expenses incurred by Boeing and its employees as a result of Boeing’s providing training at the alternate site or incurred as a result of Boeing providing revenue service training; and

3.2.5 Those portions of training that require the use of training devices not available at the alternate site will be conducted at Boeing’s facility or at some other alternate site. Customer will be responsible for additional expenses, if any, which result from the use of such alternate site.

4. Training Materials .

Boeing will provide training Materials for each student (Training Materials). In addition, if requested by Customer, one complete set of Training Materials will be provided for use in Customer’s own training program. Training Materials may be used only for either (i) the individual student’s reference during Boeing provided training and for review thereafter or (ii) Customer’s provision of training to individuals directly employed by the Customer.

5. Additional Terms and Conditions .

5.1 All training will reflect an airplane configuration defined by (i) Boeing’s standard configuration specification for 787 aircraft, (ii) Boeing’s standard configuration specification for the minor model of 787 aircraft selected by Customer, and (iii) any Optional Features selected by Customer from Boeing’s standard catalog of Optional Features. Upon Customer’s request, Boeing may provide training customized to reflect other elements of Customer’s Aircraft configuration subject to a mutually acceptable price, schedule, scope of work and other applicable terms and conditions.

5.2 All training will be provided in the English language. If translation is required, Customer will provide interpreters.

5.3 Customer will be responsible for all expenses of Customer’s personnel except that in the Puget Sound region of Washington State Boeing will transport Customer’s personnel between their local lodgings and Boeing’s training facility.

5.4 Boeing *** personnel will not be required to work more than *** days per week, or more than *** hours in any one 24-hour period (Man Day), of which not more than *** hours per ***-hour workday will be spent in actual flying. These foregoing restrictions will not apply to ferry assistance or revenue service training services, which will be governed by FAA rules and regulations.

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5.5 Normal Line Maintenance is defined as line maintenance that Boeing might reasonably be expected to furnish for flight crew training at Boeing’s facility, and will include ground support and Aircraft storage in the open, but will not include provision of spare parts. Boeing will provide Normal Line Maintenance services for any Aircraft while the Aircraft is used for flight crew training at Boeing’s facility in accordance with the Boeing Maintenance Plan (Boeing document ***) and the Repair Station Operation and Inspection Manual (Boeing document ***). Customer will provide such services if *** training is conducted elsewhere. Regardless of the location of such training, Customer will be responsible for providing all maintenance items (other than those included in Normal Line Maintenance) required during the training, including, but not limited to, fuel, oil, landing fees and spare parts.

5.6 If the training is based at Boeing’s facility and the Aircraft is damaged during such training, *** will make all necessary repairs to the Aircraft as promptly as possible. *** will pay Boeing’s reasonable charge, including the price of parts and materials, for making the repairs. If *** estimated labor charge for the repair exceeds ***, *** and *** will enter into an agreement for additional services before beginning the repair work.

5.7 If the flight training is based at Boeing’s facility, several airports in the surrounding area may be used, at Boeing’s option, which shall be identified by Boeing at the flight training planning conference. Unless otherwise agreed in the flight training planning conference, it will be Customer’s responsibility to make arrangements for the use of such airports.

5.8 If Boeing agrees to make arrangements on behalf of Customer for the use of airports for flight training, Boeing will pay on Customer’s behalf any landing fees charged by any airport used in conjunction with the flight training. At least *** days before flight training, Customer will provide Boeing an open purchase order against which Boeing will invoice Customer for any landing fees Boeing paid on Customer’s behalf. The invoice will be submitted to Customer approximately *** days after flight training is completed, when all landing fee charges have been received and verified. Customer will pay the invoiced amount to Boeing within *** days of the date of the invoice.

5.9 If requested by Boeing, in order to provide the flight training or ferry flight assistance, Customer will make available to Boeing an Aircraft after delivery to familiarize Boeing instructor or ferry flight crew personnel with such Aircraft. If flight of the Aircraft is required for any Boeing instructor or ferry flight crew member to maintain an FAA license for flight proficiency or landing currency, Boeing will be responsible for the costs of fuel, oil, landing fees and spare parts attributable to that portion of the flight.

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787 CUSTOMER SUPPORT DOCUMENT

PART 2: FIELD AND ENGINEERING SUPPORT SERVICES

1. Field Service Representation .

Boeing will furnish field service representation to advise Customer with respect to the maintenance and operation of the Aircraft ( Field Service Representatives ).

1.1 Field Service Representatives will be available at or near Customer’s main maintenance or engineering facility beginning before the scheduled delivery month of the first Aircraft and ending *** months after delivery of the last Aircraft covered by a specific purchase agreement.

1.2 When a Field Service Representative is positioned at Customer’s facility, Customer will provide, at no charge to Boeing, suitable furnished office space and office equipment, including internet capability for electronic access of data, at the location where Boeing is providing Field Service Representatives. As required, Customer will assist each Field Service Representative with visas, work permits, customs, mail handling, identification passes and formal introduction to local airport authorities.

1.3 Boeing’s Field Service Representatives are assigned to various airports and other locations around the world. Whenever Customer’s Aircraft are operating through any such airport, the services of Boeing’s Field Service Representatives are available to Customer.

2. Engineering Support Services .

2.1 Boeing will, if requested by Customer, provide technical advisory assistance from the Seattle area or at a base designated by Customer as appropriate for any Aircraft or Boeing Product (as defined in Part 1 of Exhibit C of the AGTA). Technical advisory assistance provided will include:

2.1.1 Analysis of the information provided by Customer to determine the probable nature and cause of operational problems and suggestion of possible solutions.

2.1.2 Analysis of the information provided by Customer to determine the nature and cause of unsatisfactory schedule reliability and the suggestion of possible solutions.

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2.1.3 Analysis of the information provided by Customer to determine the nature and cause of unsatisfactory maintenance costs and the suggestion of possible solutions.

2.1.4 Analysis and commentary on Customer’s engineering releases relating to structural repairs not covered by Boeing’s Structural Repair Manual including those repairs requiring advanced composite structure design.

2.1.5 Analysis and commentary on Customer’s engineering proposals for changes in, or replacement of, systems, parts, accessories or equipment manufactured to Boeing’s detailed design. Boeing will not analyze or comment on any major structural change unless Customer’s request for such analysis and comment includes complete detailed drawings, substantiating information (including any information required by applicable government agencies), all stress or other appropriate analyses, and a specific statement from Customer of the substance of the review and the response requested.

2.1.6 *** evaluation of Customer’s technical facilities, tools and equipment for servicing and maintaining 787 aircraft, recommendation of changes where necessary and assistance in the formulation of an initial maintenance plan for the introduction of the first Aircraft into service.

2.1.7 Assistance with the analysis and preparation of performance data to be used in establishing operating practices and policies for Customer’s operation of Aircraft.

2.1.9 Assistance with interpretation of the minimum equipment list, the definition of the configuration deviation list and the analysis of individual Aircraft performance.

2.1.9 Assistance with solving operational problems associated with delivery and route-proving flights.

2.1.10 Information regarding significant service items relating to Aircraft performance or flight operations.

2.1.11 Operations engineering support during the ferry flight of an Aircraft.

2.1.12 Assistance in developing an Extended Twin Operations (ETOPs) plan for regulatory approval.

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2.2 Boeing will, if requested by Customer, perform work on an Aircraft after delivery but prior to the initial departure flight or upon the return of the Aircraft to Boeing’s facility prior to completion of that flight. The following conditions will apply to Boeing’s performance:

2.2.1 Boeing may rely upon the commitment authority of the Customer’s personnel requesting the work.

2.2.2 As title and risk of loss has passed to Customer, the insurance provisions of Article 8.2 of the AGTA apply.

2.2.3 The provisions of the Boeing Warranty in Part 2 of Exhibit C of the AGTA apply.

2.2.4 Customer will pay Boeing for requested work not covered by the Boeing Warranty, if any.

2.2.5 The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 and Article 3.8 of Part 6 of Exhibit C of the AGTA apply.

2.3 Boeing may, at Customer’s request, provide services other than those described in Articles 2.1 and 2.2 of this Supplemental Exhibit CS1 for an Aircraft after delivery, which may include, but not be limited to, retrofit kit changes (kits and/or information), training, flight services, maintenance and repair of Aircraft (Additional Services). Such Additional Services will be subject to a mutually acceptable price, schedule, scope of work and other applicable terms and conditions. The DISCLAIMER AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the AGTA and the insurance provisions in Article 8.2 of the AGTA will apply to any such work. Title to and risk of loss of any such Aircraft will always remain with Customer.

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787 CUSTOMER SUPPORT DOCUMENT

PART 3: TECHNICAL INFORMATION AND MATERIALS

1. General .

Materials are defined as any and all items that are created by Boeing or a third party, which are provided directly or indirectly from Boeing and serve primarily to contain, convey or embody information. Materials may include either tangible embodiments (for example, documents or drawings), or intangible embodiments (for example, software and other electronic forms) of information but excludes Aircraft Software. Aircraft Software is defined as software that is installed on and used in the operation of the Aircraft.

Customer Information is defined as that data provided by Customer to Boeing which falls into one of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) aircraft readiness log data; (iv) non-conformance reports; (v) line maintenance data; (vi) airplane message data, (vii) scheduled maintenance data, and (viii) service bulletin incorporation.

Upon execution by Customer of Boeing’s standard form Customer Services General Terms Agreement and Supplemental Agreement for Electronic Access Boeing will provide to Customer through electronic access certain Materials to support the maintenance and operation of the Aircraft. Such Materials will, if applicable, be prepared generally in accordance with Air Transport Association of America (ATA) iSpec 2200, entitled “Specification for Manufacturers” Technical Data.” Materials not covered by iSpec 2200 will be provided in a structure suitable for the Material’s intended use. Materials will be in English and in the units of measure used by Boeing to manufacture an Aircraft.

2. Materials Planning Conferences .

Customer and Boeing will conduct planning conferences approximately 12 months before the scheduled delivery month of the first Aircraft in order to mutually determine (i) the Materials to be furnished to Customer in support of the Aircraft, (ii) the Customer Information to be furnished by Customer to Boeing, (iii) the update cycles of the Materials to be furnished to Customer, (iv) the update cycles of the Customer Information to be furnished to Boeing, (v) any Customer preparations necessary for Customer’s transmittal of Customer Information to Boeing, and (vi) any Customer preparations necessary for Customer’s electronic access to the Materials.

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3. Technical Data and Maintenance Information .

Boeing will provide technical data and maintenance information equivalent to that traditionally provided in the following manuals and documents. The format for this data and information is not yet determined in all cases. Whenever possible Boeing will provide such data and information through electronic access.

Flight Operations Information.

Airplane Flight Manual

Operations Manual and Checklist

Planning and Performance Manual

Weight and Balance Manual

Dispatch Deviation Procedures Guide and Master Minimum Equipment List

Flight Crew Training Manual

Fault Reporting Manual

Performance Engineer’s Manual

Jet Transport Performance Methods

FMC Supplemental Data Document

Operational Performance Software

ETOPS Guide Vol. III

Flight Planning and Performance Manual

Maintenance Information.

Maintenance Manual

Wiring Diagram Manual

Systems Schematics Manual

Structural Repair Manual

Component Maintenance Manual

Standard Overhaul Practices Manual

Standard Wiring Practices Manual

Non-Destructive Test Manual

Service Bulletins and Index

Corrosion Prevention Manual

Fault Isolation Manual

Power Plant Buildup Manual (except Rolls Royce)

In Service Activity Report

All Operators Letters

Service Letters

Structural Item Interim Advisory

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Combined Index

Maintenance Tips

Configuration Data Base Generator User Guide

Production Management Data Base

Baggage/Cargo Loading Manual

Maintenance Planning .

Maintenance Review Board Report

Maintenance Planning Data Document

Maintenance Task Cards and Index

Maintenance Inspection Intervals Report

ETOPS Guide Vol. II

Configuration Maintenance and Procedures for Extended Range Operations

Spares Information .

Illustrated Parts Catalog

Standards Books

Airplane & Airport Information .

Facilities and Equipment Planning Document

Special Tool & Ground Handling Equipment Drawings & Index

Supplementary Tooling Documentation

Illustrated Tool and Equipment List/Manual

Aircraft Recovery Document

Airplane Characteristics for Airport Planning Document

Airplane Rescue and Fire Fighting Document

Engine Ground Handling Document

ETOPS Guide Vol. I

Shop Maintenance .

Service Bulletins

Component Maintenance Manuals and Index

Publications Index

Product Support Supplier Directory

Supplier Product Support and Assurance Agreements

Fleet Statistical Data and Reporting.

Fleet Message and Fault Data views, charts, and reports

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4. Advance Representative Materials .

Boeing will select all advance representative Materials from available sources and whenever possible will provide them through electronic access. Such advance Materials will be for advance planning purposes only.

5. Customized Materials .

All customized Materials will reflect the configuration of each Aircraft as delivered.

6. Revisions .

6.1 The schedule for updating certain Materials will be identified in the planning conference. Such updates will reflect changes to Materials developed by Boeing.

6.2 If Boeing receives written notice that Customer intends to incorporate, or has incorporated, any Boeing service bulletin in an Aircraft, Boeing will update Materials reflecting the effects of such incorporation into such Aircraft.

7. Supplier Technical Data .

7.1 For supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment ( SFE ) or Seller Purchased Equipment ( SPE ) or Buyer Designated Equipment ( BDE ) which contain computer software designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178 dated January 1982, No. RTCA/DO-178A dated March 1985, or later as available, Boeing will request that each supplier of the components and equipment make software documentation available to Customer.

7.2 The provisions of this Article will not be applicable to items of BFE.

7.3 Boeing will furnish to Customer a document identifying the terms and conditions of the product support agreements between Boeing and its suppliers requiring the suppliers to fulfill Customer’s requirements for information and services in support of the Aircraft.

8. Buyer Furnished Equipment Data .

Boeing will incorporate BFE line maintenance information into the customized Materials provided Customer makes the information available to Boeing at least *** months prior to the scheduled delivery month of each Aircraft. Boeing will incorporate such BFE line maintenance information into the Materials prior to delivery of each Aircraft reflecting the configuration of that Aircraft as delivered. Upon Customer’s

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request, Boeing may provide update service after delivery to such information subject to the terms of Part 2, Article 2.3 relating to Additional Services. Customer agrees to furnish all BFE line maintenance information in Boeing’s standard digital format.

9. Customer’s Shipping Address .

From time to time Boeing may furnish certain Materials or updates to Materials by means other than electronic access. Customer will specify a single address and Customer shall promptly notify Boeing of any change to that address. Boeing will pay the reasonable shipping costs of the Materials. Customer is responsible for any customs clearance charges, duties, and taxes.

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787 CUSTOMER SUPPORT DOCUMENT

PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE

Boeing will not be required to provide any Materials, services, training or other things at a facility designated by Customer if any of the following conditions exist and those conditions would prevent Boeing from performing its services or make the performance of such services impracticable or inadvisable:

1. a labor stoppage or dispute in progress involving Customer;

2. wars or warlike operations, riots or insurrections in the country where the facility is located;

3. any condition at the facility which, in the opinion of Boeing, is detrimental to the general health, welfare or safety of its personnel or their families;

4. the United States Government refuses permission to Boeing personnel or their families to enter into the country where the facility is located, or recommends that Boeing personnel or their families leave the country; or

5. the United States Government refuses permission to Boeing to deliver Materials, services, training or other things to the country where the facility is located.

After the location of Boeing personnel at the facility, Boeing further reserves the right, upon the occurrence of any of such events, to immediately and without prior notice to Customer relocate its personnel and their families.

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787 CUSTOMER SUPPORT DOCUMENT

PART 5: PROTECTION OF PROPRIETARY INFORMATION

AND PROPRIETARY MATERIALS

General .

All Materials provided by Boeing to Customer and not covered by a Boeing CSGTA or other agreement between Boeing and Customer defining Customer’s right to use and disclose the Materials and included information will be covered by and subject to the terms of the AGTA as amended by the terms of the Purchase Agreement. Title to all Materials containing, conveying or embodying confidential, proprietary or trade secret information (Proprietary Information) belonging to Boeing or a third party (Proprietary Materials), will at all times remain with Boeing or such third party. Customer will treat all Proprietary Materials and all Proprietary Information in confidence and use and disclose the same only as specifically authorized in the AGTA as amended by the terms of the Purchase Agreement, or the CSGTA, and except to the extent required by law.

2.	License Grant .

2.1 Boeing grants to Customer a perpetual worldwide, non-exclusive, non-transferable license to use and disclose Proprietary Materials in accordance with the terms and conditions of the AGTA as amended by the terms of the Purchase Agreement. Customer is authorized to make copies of Materials (except for Materials bearing the copyright legend of a third party), and all copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under the AGTA as amended by the terms of the Purchase Agreement. Customer will preserve all proprietary legends, and all copyright notices on all Materials and insure the inclusion of those legends and notices on all copies.

2.2 Customer grants to Boeing a perpetual, world-wide, non-exclusive, non-transferable license to use and disclose Customer Information *** in Boeing data and information products and services provided indicia identifying Customer Information as originating from Customer is removed from such Customer Information.

3.	Use of Proprietary Materials and Proprietary Information .

Customer is authorized to use Proprietary Materials and Proprietary Information for the purpose of: (a) operation, maintenance, repair, or modification of Customer’s Aircraft for which the Proprietary Materials and Proprietary Information have been specified by Boeing and (b) development and manufacture of training devices and maintenance tools for use by Customer.

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4.	Providing of Proprietary Materials to Contractors .

Customer is authorized to provide Proprietary Materials to Customer’s contractors for the sole purpose of maintenance, repair, or modification of Customer’s Aircraft for which the Proprietary Materials have been specified by Boeing. In addition, Customer may provide Proprietary Materials to Customer’s contractors for the sole purpose of developing and manufacturing training devices and maintenance tools for Customer’s use. Before providing Proprietary Materials to its contractor, Customer will first obtain a written agreement from the contractor by which the contractor agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to be bound by all of the restrictions and limitations of this Part 5, and (c) that Boeing is a third party beneficiary under the written agreement. Customer agrees to provide copies of all such written agreements to Boeing upon request. A sample agreement acceptable to Boeing is attached as Appendix VII to the AGTA.

5.	Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies .

5.1 When and to the extent required by a government regulatory agency having jurisdiction over Customer or an Aircraft, Customer is authorized to provide Proprietary Materials and to disclose Proprietary Information to the agency for use in connection with Customer’s operation, maintenance, repair, or modification of such Aircraft. Customer agrees to take all reasonable steps to prevent the agency from making any distribution, disclosure, or additional use of the Proprietary Materials and Proprietary Information provided or disclosed. Customer further agrees to notify Boeing immediately upon learning of any (a) distribution, disclosure, or additional use by the agency, (b) request to the agency for distribution, disclosure, or additional use, or (c) intention on the part of the agency to distribute, disclose, or make additional use of Proprietary Materials or Proprietary Information.

5.2 In the event of an Aircraft or Aircraft systems-related incident, the Customer may suspend, or block access to Customer Information pertaining to its Aircraft or fleet. Such suspension may be for an indefinite period of time.

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ENGINE ESCALATION AND

ENGINE WARRANTY

between

THE BOEING COMPANY

and

UNITED AIR LINES, INC.

Supplemental Exhibit EE1—GE to Purchase Agreement Number 3860

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_EE1_GENX_ECI-MFG_CPI_2004	EE1 - GE	Rev.: 10/19/04

1. ENGINE ESCALATION .

The Aircraft Basic Price of each Aircraft set forth in Table 1 of the Purchase Agreement ***. The adjustment in Engine Price applicable to each Aircraft (Engine Price Adjustment) will be determined at the time of Aircraft delivery in accordance with the following formula:

***

Where:


***

***		* where * is the * (as set forth in Table * of this Purchase Agreement)

***		* where * is the * (as set forth in Table * of this Purchase Agreement)

***		* per Aircraft (as set forth in Table * of this Purchase Agreement).

*** is a *** determined using the ***, calculated by establishing a *** arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the *** the month of scheduled delivery of the applicable Aircraft. As the *** values are only released on a *** basis, the value released for the *** will be used for the ***; the value for *** used for ***; the value for *** used for ***; and the value for *** used for ***.

*** is a *** determined using the ***, calculated as a *** arithmetic average of the released *** (expressed as a decimal and rounded to the nearest tenth) using the values for the *** the month of scheduled delivery of the applicable Aircraft.

As an example, for an Aircraft scheduled to be delivered in the month of ***, the months *** of the preceding year will be utilized in determining the value of *** and ***.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_EE1_GENX_ECI-MFG_CPI_2004	EE1 - GE - 1	Rev.: 10/19/04

Note:

i. In determining the values of *** and ***, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.

ii. *** is the numeric ratio attributed to *** in the Engine Price Adjustment formula.

iii. *** is the numeric ratio attributed to *** in the Engine Price Adjustment formula.

iv. The *** are the actual average values reported by ***. The actual average values are calculated as a *** arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the *** the Engine Price base year. The applicable base year and corresponding denominator is provided by Boeing in Table *** of this Purchase Agreement.

v. The final value of *** will be rounded to the nearest dollar.

vi. The *** if it will *** in the ***.

2. Values to be Used if *** are Not Available.

2.1 If the *** substantially revises the methodology used for the determination of the values to be used to determine the *** and *** values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Engine Price Adjustment, General Electric Aircraft agrees to meet jointly with Boeing and the Customer (to the extent such parties may lawfully do so) prior to the delivery of any such Aircraft, to select a substitute from other *** data or similar data reported by *** organizations. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within *** after delivery of the Aircraft, the *** should resume releasing values for the months needed to determine the ***; such values will be used to determine any *** in the *** for the Engine from that determined at the time of delivery of the Aircraft.

2.3 If escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties agree, to the extent they may lawfully do so, to *** the *** of any *** to *** an *** for *** or *** with the *** of *** of this *** in *** and *** since *** of the *** to the *** in ***.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_EE1_GENX_ECI-MFG_CPI_2004	EE1 - GE - 2	Rev.: 10/19/04

2.4 If within *** of Aircraft delivery, the published index values are revised due to an acknowledged error by the ***, the Engine Price Adjustment will be *** (this does not include those values noted as preliminary by the ***). A *** or *** will be issued for the *** for the period of original invoice to issuance of *** or ***.


Note:		i. The values released by the * and available to Boeing * prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the * and * values for the applicable months (including those noted as preliminary by the *) to calculate the Engine Price Adjustment for the Aircraft invoice at the time of delivery. The values will be considered final and * will be * for any * in ***, subject always to paragraph 2.4 above.

		ii. The maximum number of digits to the right of the decimal after rounding utilized in any part of the Engine Price Adjustment equation will be 4, where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to 5 or greater.

3. ***

Boeing has obtained from General Electric Company (GE) the right to extend to *** the *** of GE’s warranty as set forth below ***; subject, however, to *** acceptance of the conditions set forth herein. Accordingly, *** to *** and *** the *** as hereinafter set forth, and such *** all GEnx type engines (including all Modules and Parts thereof), as such terms are defined in the Warranty (GEnx type Engines) installed in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft except that, if Customer and GE have executed, or hereinafter execute, a general terms agreement (Engine GTA), then the terms of the Engine GTA shall be substituted for and supersede the provisions of the Warranty and the Warranty shall be of no force or effect and neither Boeing nor GE shall have any obligation arising therefrom. In consideration for *** of the *** to *** hereby *** and *** and *** the *** or *** such GEnx type Engines and *** and ***.

The Warranty is contained in the Warranty and Product Support Plan set forth in Exhibit C to the applicable purchase contract between GE and Boeing. Copies of the Warranty and Product Support Plan shall be provided to Customer by Boeing upon request.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_EE1_GENX_ECI-MFG_CPI_2004	EE1 - GE - 3	Rev.: 10/19/04

ENGINE ESCALATION AND

ENGINE WARRANTY

between

THE BOEING COMPANY

and

UNITED AIR LINES, INC.

Supplemental Exhibit EE1-RR to Purchase Agreement Number 3860

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
	EE1-RR - 1	Rev.: 07/31/08

United Air Lines, Inc.

RR Trent 1000 Engines

Page 2

1. ENGINE ESCALATION .

The Aircraft Basic Price of each Aircraft set forth in Table 1 of the Purchase Agreement ***. The adjustment in Engine Price applicable to each Aircraft ( Engine Price Adjustment ) will be determined at the time of Aircraft delivery in accordance with the following formula:

***

Where:

***

*** per Aircraft (as set forth in Table *** of this Purchase Agreement).

***

Where:

*** is the *** (as set forth in Table *** of this Purchase Agreement);

*** is a *** determined using the ***, calculated by establishing a *** arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the *** the month of scheduled delivery of the applicable Aircraft. As the *** values are only released on a *** basis, the value released for the *** will be used for the ***; the value released for the *** will be used for the ***; the value released for the *** will be used for the ***; the value released for the *** will be used for the months of ***.

***

Where:

*** is the *** (as set forth in Table *** of this Purchase Agreement); and

As an example, for an Aircraft scheduled to be delivered in the month of ***, the months *** of the preceding year will be utilized in determining the value of ***and ***.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
	EE1-RR - 2	Rev.: 07/31/08

United Air Lines, Inc.

RR Trent 1000 Engines

Page 3


Note:		i. In determining the values of * and *, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.

		ii. * is the numeric ratio attributed to * in the Engine Price Adjustment formula.

		iii. * is the numeric ratio attributed to * in the Engine Price Adjustment formula.

		iv. The *) are the actual average values reported by . The actual average values are calculated as a arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the * the Engine Price base year. The applicable base year and corresponding denominator is provided by Boeing in Table *** of this Purchase Agreement.

		v. The final value of *** will be rounded to the nearest dollar.

		vi. The * if it will * in the ***.

2. Values to be Utilized in the Event of Unavailability .

2.1 If the *** substantially revises the methodology used for the determination of the values to be used to determine the *** and *** values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Engine Price Adjustment, Rolls-Royce plc agrees to meet jointly with Boeing and the Customer (to the extent such parties may lawfully do so) prior to the delivery of any such Aircraft, to select a substitute from other *** data or similar data reported by *** organizations. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within *** after delivery of the Aircraft, the *** should resume releasing values for the months needed to determine the ***; such values will be used to determine any *** in the *** for the Engine from that determined at the time of delivery of the Aircraft.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
	EE1-RR - 3	Rev.: 07/31/08

United Air Lines, Inc.

RR Trent 1000 Engines

Page 4


Note :		i. The values released by the * and available to Boeing * prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the * and * values for the applicable months (including those noted as preliminary by the *) to calculate the Engine Price Adjustment for the Aircraft invoice at the time of delivery. The values will be considered final and * will be * for any * in ***, subject always to Pragraph 2.4 above.

		ii. The maximum number of digits to the right of the decimal after rounding utilized in any part of the Engine Price Adjustment equation will be 4, where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to 5 or greater.

3. ***.

Boeing has obtained from Rolls-Royce plc the right to extend to *** the *** of Rolls-Royce plc’s warranty agreement (***); subject, however, to *** acceptance of the conditions set forth therein. Accordingly, *** to *** and *** the ***, and such Warranty shall apply to all Trent 1000 type engine(s), including all Modules and Parts thereof as such terms are defined in the Warranty, installed in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft (Engine(s)) except that, if Customer and Rolls-Royce plc have executed an Engine general terms agreement ( Engine GTA ), then the terms of that Engine GTA shall be substituted for and supersede the provisions of the Warranty and the Warranty shall be of no force or effect and neither Boeing nor Rolls-Royce plc shall have any obligation arising there from. In consideration for *** of the *** to *** hereby *** and ***and *** the *** or *** such Engines and *** and ***. In addition, Customer *** Rolls-Royce plc *** in such Warranty or Engine GTA between Customer and Rolls-Royce plc ***.

The Rolls-Royce plc Warranty is set forth in Exhibit C to the applicable Engine purchase contract between Rolls-Royce plc and Boeing. Copies of the Rolls-Royce plc Warranty shall be provided to Customer by Boeing upon request.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
	EE1-RR - 4	Rev.: 07/31/08

SERVICE LIFE POLICY COMPONENTS

between

THE BOEING COMPANY

and

UNITED AIR LINES, INC.

Supplemental Exhibit SLP1 to Purchase Agreement Number 3860

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_SLP1_7E7	SLP1	Rev.: 06/28/04

COVERED SERVICE LIFE COMPONENTS

relating to

BOEING MODEL 787 AIRCRAFT

This is the listing of Covered Components for the Aircraft which relate to Part 3, Boeing Service Life Policy of Exhibit C, Product Assurance Document to the AGTA and is a part of this Purchase Agreement.

1. Wing .

(a)

Upper and lower wing skins and stiffeners between the forward and rear wing spars.

(b)

Wing spar webs, chords and stiffeners.

(c)

Inspar wing ribs.

(d)

Inspar splice plates and fittings.

(e)

Upper wing fold hinge, end ribs and lower latch lugs.

(f)

Main landing gear support structure.

(g)

Wing center section lower beams, spanwise beams and floor beams, but not the seat tracks attached to the beams.

(h)

Wing-to-body structural attachments.

(i)

Engine strut support fittings attached directly to wing primary structure.

(j)

Support structure in the wing for spoilers and spoiler actuators; for aileron hinges and reaction links; and for leading edge devices and trailing edge flaps.

(k)

Leading edge device and trailing edge flap support system.

(l)

Aileron leading edge device and trailing edge flap internal, fixed attachment and actuator support structure.

(m)

Winglets.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_SLP1_7E7	SLP1-1	Rev.: 06/28/04

2. Body .

(a)

External surface skins and doublers, longitudinal stiffeners, longerons and circumferential rings and frames between the forward pressure bulkhead and the vertical stabilizer rear spar bulkhead, and structural support and enclosure for the APU but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices.

(b)

Window and windshield structure but excluding the windows and windshields.

(c)

(d)

Nose wheel well structure, including the wheel well walls, pressure deck, forward and aft bulkheads, and the gear support structure.

(e)

Main gear wheel well structure including pressure deck, bulkheads and landing gear beam support structure.

(f)

Floor beams and support posts in the control cab and passenger cabin area, but excluding seat tracks.

(g)

Forward and aft pressure bulkheads.

(h)

Keel structure between the wing front spar bulkhead and the main gear wheel well aft bulkhead, including splices.

(i)

(j)

Support structure in the body for the stabilizer pivot and stabilizer screw.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_SLP1_7E7	SLP1-2	Rev.: 06/28/04

3. Vertical Stabilizer .

(a)

External skins between front and rear spars.

(b)

Front and rear spars including stiffeners.

(c)

Attachment fittings between vertical stabilizer and body.

(d)

Inspar ribs.

(e)

Support structure in the vertical stabilizer for rudder hinges, reaction links and actuators.

(f)

Rudder internal, fixed attachment and actuator support structure.

(g)

Rudder hinges and supporting ribs, excluding bearings.

4. Horizontal Stabilizer .

(a)

External skins between front and rear spars.

(b)

Front and rear spars including splices and stiffeners.

(c)

Inspar ribs.

(d)

Stabilizer splice fittings and pivot and screw support structure.

(e)

Support structure in the horizontal stabilizer for the elevator hinges, reaction links and actuators.

(f)

Elevator internal, fixed attachment and actuator support structure.

(g)

Elevator hinges and supporting ribs, excluding bearings.

5. Engine Strut .

(a)

Strut external surface skin and doublers and stiffeners.

(b)

Internal strut chords, frames and bulkheads.

(c)

Strut to wing fittings and diagonal brace.

(d)

Engine mount support fittings attached directly to strut structure.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_SLP1_7E7	SLP1-3	Rev.: 06/28/04

6. Main Landing Gear .

(a)

Outer cylinder.

(b)

Inner cylinder.

(c)

Upper and lower side strut, including spindles and universals.

(d)

Upper and lower drag strut, including spindles and universals.

(e)

Orifice support tube.

(f)

Downlock links including spindles and universals.

(g)

Torsion links.

(h)

Bogie beam.

(i)

Axles.

7. Nose Landing Gear .

(a)

Outer cylinder.

(b)

Inner cylinder, including axles.

(c)

Orifice support tube.

(d)

Upper and lower drag strut, including lock links.

(e)

Steering plates and steering collar.

(f)

Torsion links.

(g)

Actuator support beam and hanger.

NOTE :

The Service Life Policy *** the Covered Components.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
PA_Supp_Ex_SLP1_7E7	SLP1-4	Rev.: 06/28/04


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

UAL-PA-03860-LA-1209247

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

“787 e-Enabling”—Provision and Loading of Boeing Owned Software in the *** System or Other Onboard Loadable Hardware System.

Reference:

Purchase Agreement No. 3860 (the Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Custome r)

Customer Services General Terms Agreement No. 22-1 (the CSGTA ) between Boeing and Customer, including Supplemental Agreement for Electronic Access (the SA-EA ), and Supplemental Agreement for e-Enabled (the SA-eE )

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.

1. Customer’s Aircraft is equipped with onboard loadable hardware, specifically the *** and the ***. Boeing will install certain Boeing owned software, also referred to in the AGTA and the Purchase Agreement as *** (and not *** ), on the *** and on the *** within the *** before fly away. These Materials to be installed on the *** include, but are not limited to, electronic documents ( e-Docs ), *** and the electronic logbook ( E-Logbook ). The *** will be installed on an *** within the ***.

2. Boeing will license and install these Materials on the following conditions:

(i) Notwithstanding any provision to the contrary, these *** are provided and licensed to Customer in accordance with the terms and conditions of the CSGTA, as supplemented by the SA-EA, and the SA-eE, and applicable Software License Orders.

(ii) The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the AGTA and the insurance provisions of Article 8.2 of the AGTA will apply to Boeing’s installation of the Materials.

3. The technical data and maintenance information specified in Article 3 of Part 3 of Supplemental Exhibit CS1 to the Purchase Agreement will be considered *** as defined therein and not *** even when such technical data and maintenance information is provided in *** and is used onboard the Aircraft or loaded into an onboard Aircraft system.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209247
787 e-Enabling		Page 1

LOGO

4. Notwithstanding anything to the contrary, (i) the provision, license and access to the *** specified in Article 3 of this Letter Agreement through the ***, (ii) the provision and license of the *** for the *** and the ***, and (iii) the provision and license of other software which may be identified by Boeing from time to time shall be pursuant to the terms of the CSGTA, as supplemented by the SA-EA and the SA-eE, including applicable Software License Orders. The *** Contractor Confidentiality Agreement of the SA-eE shall apply to any provision of the *** to Customer’s contractor.

5. The CSGTA and all referenced Supplemental Agreements thereto, including the Software License Orders, must be executed between Boeing and Customer no later than *** days prior to delivery of Customer’s first 787 Aircraft. All software applications and *** referenced in Articles 1, 3 and 4 of this Letter Agreement will be further described in the Software Licensed Order for that software application and ***.

Very truly yours,


THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209247
787 e-Enabling		Page 2


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

UAL-PA-03860-LA-1209264

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Open Configuration Matters – 787-9 Aircraft

Reference:

Purchase Agreement No. 3860 (the Purchase Agreement ) between The Boeing Company ( Boein g) and United Air Lines, Inc. ( Customer ) relating to Model 787 aircraft (the Aircraft )

This 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. Aircraft Configuration .

The configuration for Customer’s model 787-9 Aircraft will be the same as that for Continental Airlines, Inc. Upon Continental Airlines, Inc. completion of the model 787-9 aircraft configuration, Boeing and Customer agree to incorporate the same amendments to the Purchase Agreement as those required to amend the Continental Airlines purchase agreement no. 2484 to incorporate such model 787-9 aircraft configuration.

Very truly yours,


THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209264
Open Configuration Matters – 787-9 Aircraft		Page 1


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

UAL-PA-03860-LA-1209265

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Option Aircraft

Reference:

Purchase Agreement 3860 (the Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 787 aircraft (the Aircraft)

This 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 up to *** Model 787-9 aircraft as Option Aircraft . The model, delivery months, number of aircraft, Advance Payment Base Price per aircraft and advance payment schedule are listed in Attachment A to this Letter Agreement (the Attachment ).

1.	Aircraft Description and Changes

1.1 Aircraft Description : The Option Aircraft are described by the Detail Specification listed in the Attachment, 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.

Price

2.1 The pricing elements of the Option Aircraft are listed in the Attachment A to this Letter Agreement.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209265
Option Aircraft		Page 1

LOGO

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 Attachment to this Letter Agreement. The engine escalation provisions *** 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.

Payment .

3.1 Customer will pay a 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 Attachment 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 .

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 ( Option Exercise Date ).

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 ***.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209265
Option Aircraft		Page 2

LOGO

Very truly yours,


THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209265
Option Aircraft		Page 3

Attachment A to

Option Aircraft Letter UAL-PA-03860-1209265

787-*** Option Aircraft Delivery, Description, Price and Advance Payments

(787-***/GE/***)

Airframe Model/MTOW:

787-

***

Detail Specification:

Engine Model/Thrust:

GENX-1B

***

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):

*** Deposit/Aircraft at Def Agreemt:

***

Delivery

Date

Number of
Aircraft

Escalation
Factor
(Airframe)

Escalation
Factor
(Engine)

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

***

***

Boeing / United Air Lines, Inc. Proprietary


UAL
61106-1F.TXT

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03860-LA-1209409

United Air Lines, Inc.

77 West Wacker Drive

Chicago, IL 60601-0100

Subject:

Spare Parts Initial Provisioning

Reference:

a) Purchase Agreement No. 3860 (the Purchase Agreement) between The Boeing Company (Boeing) and United Air Lines, Inc. (Customer) relating to Model 787-8 aircraft (the Aircraft)

b) Customer Services General Terms Agreement No. 22-1 (CSGTA) between Boeing and Customer

This letter agreement (Letter Agreement) is entered into on the date below and amends and supplements the CSGTA. All capitalized terms used but not defined in this Letter Agreement have the same meaning as in the CSGTA, except for “Aircraft” which will have the meaning as defined in the Purchase Agreement.

In order to define the process by which Boeing and Customer will (i) identify those Spare Parts and Standards critical to Customer’s successful introduction of the Aircraft into service and its continued operation, (ii) place Orders under the provisions of the CSGTA as supplemented by the provisions of this Letter Agreement for those Spare Parts and Standards, and (iii) manage the return of certain of those Spare Parts which Customer does not use, the parties agree as follows.

1.	Definitions .

“ Provisioning Data ” means the documentation provided by Boeing to Customer, including but not limited to the Recommended Spare Parts List (RSPL), identifying all Boeing initial provisioning requirements for the Aircraft.

“ Provisioning Items ” means the Spare Parts and Standards identified by Boeing as initial provisioning requirements in support of the Aircraft, excluding special tools, ground support equipment (GSE), quick engine change (QEC) kits, engines and engine parts.

“ Provisioning Products Guide ” means the Boeing Manual D6-81834 entitled “Spares Provisioning Products Guide”.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209409
Spare Parts Initial Provisioning		Page 1

LOGO

2.	Phased Provisioning .

2.1 Provisioning Products Guide . Prior to the initial provisioning meeting Boeing will furnish to Customer a copy of the Provisioning Products Guide.

2.2 Initial Provisioning Meeting . If requested by Customer, the parties will conduct an initial provisioning meeting where the procedures, schedules, and requirements for training will be established to accomplish phased provisioning of Spare Parts and Standards for the Aircraft in accordance with the Provisioning Products Guide.

2.4 Buyer Furnished Equipment (BFE) Provisioning Data . Not applicable on 787 program.

3.	Purchase from Boeing of Spare Parts and Standards as Initial Provisioning for the Aircraft .

3.1 Schedule . In accordance with schedules established during the initial provisioning meeting, Customer may place Orders for Provisioning Items and any GSE, special tools, QEC kits, or engine spare parts which Customer determines it will initially require for maintenance, overhaul and servicing of the Aircraft and/or engines.

3.2 Prices of Initial Provisioning Spare Parts .

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209409
Spare Parts Initial Provisioning		Page 2

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3.2.2 Supplier Spare Parts . Boeing will provide estimated prices in the Provisioning Data for Provisioning Items other than items listed in Article 3.3, below, that are Supplier Spare Parts. The price to Customer for any Supplier Spare Parts that are Provisioning Items or for any items ordered for initial provisioning of GSE, special tools manufactured by suppliers, QEC kits, or engine spare parts will be *** percent (***%) of the supplier’s list price for such items. Customer shall not be prohibited, either directly or indirectly, from purchasing Supplier Spare Parts directly from such suppliers.

3.3 Standards Kits, Raw Material Kits, Bulk Materials Kits and Service Bulletin Kits . In accordance with schedules established during the initial provisioning meeting, Boeing will furnish to Customer a listing of all components which could be included in the Standards kits, raw material kits, bulk materials kits and service bulletin kits which may be purchased by Customer from Boeing. Customer will select, and provide to Boeing its desired content for the kits. Boeing will furnish to Customer as soon as practicable thereafter a statement setting forth a firm price for such kits. Customer may place Orders with Boeing for the kits in accordance with schedules established during the initial provisioning meeting.

4.	Delivery .

5.	Substitution for Obsolete Spare Parts .

5.1 Obligation to Substitute Pre-Delivery . In the event that, prior to delivery of the first Aircraft, any Spare Part purchased by Customer from Boeing in accordance with this Letter Agreement as initial provisioning for the Aircraft is rendered obsolete or unusable due to the redesign of the Aircraft or of any accessory, equipment or part thereof (other than a redesign at Customer’s request) Boeing will deliver to Customer at no charge new and usable Spare Parts in substitution for such obsolete or unusable Spare Parts and, upon such delivery, Customer will return the obsolete or unusable Spare Parts to Boeing.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209409
Spare Parts Initial Provisioning		Page 3

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5.2 Delivery of Obsolete Spare Parts and Substitutes . Obsolete or unusable Spare Parts returned by Customer pursuant to this Article 5 will be delivered to Boeing F.O.B. at its Seattle Distribution Center or such other destination as Boeing may reasonably designate. Spare Parts substituted for such returned obsolete or unusable Spare Parts will be delivered to Customer in accordance with the CSGTA. *** for the *** Customer *** Boeing of any such obsolete or unusable Spare Part and for the shipment from Boeing to Customer of any such substitute Spare Part.

6.	Repurchase of Provisioning Items .

6.1 Obligation to Repurchase . During the period commencing *** after delivery of the first Aircraft, and ending *** after such delivery, Boeing will, upon receipt of Customer’s written request and subject to the exceptions in Article 6.2, repurchase unused and undamaged Provisioning Items which (i) were recommended by Boeing in the Provisioning Data as initial provisioning for the Aircraft, (ii) were purchased by Customer from Boeing, and (iii) are surplus to Customer’s needs.

6.2 Exceptions . Boeing will not be obligated under Article 6.1 to repurchase any of the following: (i) quantities of Provisioning Items in excess of those quantities recommended by Boeing in the Provisioning Data for the Aircraft, (ii) QEC kits, bulk material kits, raw material kits, service bulletin kits, Standards kits and components thereof (except those components listed separately in the Provisioning Data), (iii) Provisioning Items for which an Order was received by Boeing more than *** months after delivery of the last Aircraft, (iv) Provisioning Items which have become obsolete or have been replaced by other Provisioning Items as a result of Customer’s modification of the Aircraft, and (v) Provisioning Items which become excess solely as a result of a change in Customer’s operating parameters, as provided to Boeing pursuant to the initial provisioning meeting and which were the basis of Boeing’s initial provisioning recommendations for the Aircraft.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209409
Spare Parts Initial Provisioning		Page 4

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Item included in Customer’s detailed summary is not eligible for return. The parties shall work together in good-faith to resolve any dispute regarding eligibility for parts repurchase in an expeditious manner. Boeing’s MRA will state the date by which Provisioning Items listed in the MRA must be redelivered to Boeing, and Customer will arrange for shipment of such Provisioning Items accordingly.

6.5 Price and Payment . The price of each Provisioning Item repurchased by Boeing pursuant to this Article 6 will be an amount equal to ***% of the original invoice price thereof except that the repurchase price of Provisioning Items purchased pursuant to Article 3.2.2 will not include ***. Boeing will pay the repurchase price by issuing a credit memorandum in favor of Customer which may be applied against amounts due Boeing for the purchase of Spare Parts or Standards.

6.6 Delivery of Repurchased Provisioning Items . Provisioning Items repurchased by Boeing pursuant to this Article 6 will be delivered to Boeing’s Seattle Distribution Center or such other destination as Boeing may reasonably designate within the continental United States. *** for the *** Customer *** Boeing of any such Provisioning Items.

7.	Title and Risk of Loss .

8.	Termination for Excusable Delay .

In the event of termination of the Purchase Agreement pursuant to Article 7 of the AGTA with respect to any Aircraft, such termination will, if Customer so requests by written notice received by Boeing within *** days after such termination, also discharge and terminate all obligations and liabilities of the parties as to any Spare Parts or Standards which Customer had ordered pursuant to the provisions of this Letter Agreement as initial provisioning for such Aircraft and which are undelivered on the date Boeing receives such written notice.

9.	Order of Precedence .

In the event of any inconsistency between the terms of this Letter Agreement and the terms of any other provisions of the CSGTA, the terms of this Letter Agreement will control.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209409
Spare Parts Initial Provisioning		Page 5

LOGO

Very truly yours,


THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209409
Spare Parts Initial Provisioning		Page 6


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

UAL-PA-03860-LA-1209410

United Air Lines, Inc.

77 West Wacker Drive

Chicago, IL 60601-0100

Subject:

Special Matters relating to COTS Software and End User License Agreements

Reference:

Purchase Agreement No. 3860 (the Purchase Agreement) between The Boeing Company (Boeing) and United Air Lines, 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.

Recitals

A. Certain third party, commercial off-the-shelf software products are available to perform various functions required in the Aircraft (COTS Software).

B. The industry practice with respect to COTS Software is to permit manufacturers to install the software in products for sale to customers. The manufacturer is required to pass to the customer an End User License Agreement (EULA), which covers the right to use the COTS Software. The EULAs also require each user of the product to further license the software and pass the EULA to any user to whom he transfers the product.

C. Because of the described industry practice with respect to COTS Software, Boeing does not acquire title to COTS Software and cannot pass title to COTS Software at the time of delivery of the Aircraft.

D. Therefore, the parties desire to amend certain provisions of the Purchase Agreement to properly reflect the respective rights and obligations of the parties with respect to the COTS Software included in the Aircraft.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209410
Special Matters relating to COTS Software and End User License Agreements		Page 1

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Agreement

1. At delivery of the Aircraft, Boeing will furnish to Customer copies of all EULAs applicable to the Aircraft, and Customer agrees to comply with all provisions of the applicable EULAs.

2. Notwithstanding the provisions of Article 6.3 of the AGTA, at delivery of each Aircraft, Boeing will provide Customer a bill of sale conveying good title, free of encumbrances except as provided in applicable EULAs.

3. In connection with any sale or other transfer of the Aircraft, Customer agrees to comply with all provisions of the applicable EULAs, including without limitation the re-licensing of the software to Customer’s transferee and the flow down within such license of the further requirement that Customer’s transferee comply with and flow to other transferees the obligations of the EULA.

Very truly yours,


THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209410
Special Matters relating to COTS Software and End User License Agreements		Page 2


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

UAL-PA-03860-LA-1209411

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Special Terms—Seats and In-flight Entertainment

Reference:

Purchase Agreement No. 3860 (the Purchase Agreement) between The Boeing Company (Boeing) and United Air Lines, Inc. (Customer) relating to Model 787 aircraft (the Aircraft)

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

1.0 Definitions .

1.1 “ Covered Seats ” shall mean those seats which are not otherwise identified in Exhibit A to the Purchase Agreement as Buyer Furnished Equipment.

1.2 “ In-flight Entertainment (IFE) System ” shall mean the IFE identified in the Detail Specification of the Aircraft, inclusive of the IFE software which is required to test and certify the IFE system on the Aircraft, but exclusive of IFE Customer Software.

1.3 “ IFE Customer Software ” shall mean any software which is obtained by the Customer from a source other than Boeing for installation in the IFE System.

2.0 Applicability of Supplemental Exhibit CS1 to the Purchase Agreement .

2.1 *** did not enter into *** with the *** of the *** and the ***. *** is responsible for *** such *** directly with the suppliers of such *** and *** and such provisions will apply in lieu of the provisions of Supplemental Exhibit CS1 to the Purchase Agreement.

2.2 Boeing will incorporate the Covered Seats and IFE System line maintenance information, received from the suppliers of such Covered Seats and IFE System, into Customer’s customized Materials prior to delivery of each Aircraft.

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3.0 Applicability of the Provisions of Exhibit C to the AGTA .

In lieu of the provisions of *** of Exhibit C to the AGTA, the following *** will apply to Covered Seats and the IFE System:

“Boeing will obtain *** by Customer *** the suppliers of the Covered Seats and IFE System installed on the Aircraft at the time of delivery. If requested by Customer, Boeing will provide copies of such *** to Customer upon request.”

4.0 IFE Customer Software .

Customer is responsible for and assumes all liability with respect to IFE Customer Software.

Very truly yours,


THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209411
Special Terms – Seats and In-flight Entertainment		Page 2

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03860-LA-1209417

United Air Lines, Inc.

77 West Wacker Drive

Chicago, IL 60601-0100

Subject:

Model 787 Post-Delivery Software & Data Loading

Reference:

a) Purchase Agreement No. 3860 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 787 aircraft ( Aircraft )

b) Customer Services General Terms Agreement No. 22-1 ( CSGTA ) between Boeing and Customer, including Supplemental Agreement for Electronic Access ( SA-EA ), Supplemental Agreement for e-Enabling ( SA-eE ), and 787 Software License Orders

Introduction

Prior to title transfer of the Aircraft to Customer, Boeing baseline production software will be installed in the Aircraft. Such production software will be used by Boeing, and may be used by Customer during standard customer inspection activities, to test and validate applicable e-enabling features and associated hardware, including but not limited to features such as: a Boeing offered catalogue in-flight entertainment ( IFE ) system, ***, electronic documents, *** and electronic checklist ( ECL ). Operational software, as set out in Article 1 and Article 2 below, will not be installed temporarily or permanently on an Aircraft prior to the transfer by Boeing of title to that Aircraft to Customer or a party designated by Customer.

1. Boeing-Provided Operational Software and Data .

Pursuant to the Purchase Agreement and applicable 787 software license order(s), immediately following title transfer of the Aircraft to Customer, Boeing will, upon Customer’s request, load Boeing-provided operational software and data onto onboard loadable hardware that enable the Aircraft to operate certain e-enabled features as described in the Purchase Agreement and applicable 787 software license order(s).

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2. Customer-Provided Operational Software and Data .

2.1 *** Software . If Customer has elected to customize software or modify settings and features of selected onboard software or databases from what is set forth in Exhibit A of the Purchase Agreement, at Customer’s request, Boeing will provide a courtesy load of Customer’s version of such operational software immediately following title transfer of the Aircraft. Boeing will load Customer’s operational software if it is provided to Boeing within specified lead times and schedule. If Customer fails to provide the operational software in accordance with Boeing’s instructions, the Aircraft will be solely configured with the Boeing baseline production software in lieu of Customer’s operational software.

2.2 *** and/or Other Third Party Operational Software and Databases . If Customer provides Customer-developed software applications or has licensed additional software or databases from *** and/or other third party supplier for installation onto an onboard loadable system, at Customer’s request, Boeing will also provide a courtesy load of such operational software immediately following title transfer of the Aircraft. If Customer fails to provide such operational software in accordance with Boeing’s instructions, Boeing will not load this software.

2.3 IFE Customer Software . IFE Customer Software shall mean any software which is obtained by the Customer from a source other than Boeing for installation in the IFE system. Boeing will make the Aircraft available to Customer’s IFE supplier for loading of the IFE Customer Software via Customer authorized work order(s) immediately following title transfer of the Aircraft. The time required for the IFE supplier to complete the loading of the IFE Customer Software is estimated to be approximately *** hours. If Customer fails to make appropriate arrangements with its IFE supplier in accordance with Boeing instructions, the Aircraft will be solely configured with Boeing’s baseline production software for the Boeing catalogue selected IFE configuration. Boeing’s FAA approved Repair Station will *** to Customer or its IFE supplier to revise the IFE system hardware or IFE Customer Software while the Aircraft is on Boeing property prior to delivery flyaway, even if an FAA approved service bulletin is available for such revision.

3. Additional Terms and Conditions .

3.1 With respect to Customer-provided operational software and data referenced in Article 2.1 and 2.2, above, Customer shall grant, and/or shall obtain from the suppliers, a *** license for Boeing to copy and load such software on the Aircraft. Boeing will retain a copy of such software/data for loading on future Aircraft deliveries; however, Boeing expects Customer to provide updated operational software applications and databases for each Aircraft delivery. Boeing will treat all copies of this software/data in confidence and use the same only as specifically authorized under the terms of this Letter Agreement.

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3.2 The loading services performed by Boeing pursuant to this Letter Agreement will be performed in a workmanlike manner. The time required to complete the Boeing-performed loading services is estimated to be approximately *** hours per attempt. Customer’s sole remedy and Boeing’s sole obligation and liability for the loading services performed by Boeing if such courtesy load is not successful the first attempt are limited to re-performance by Boeing of the courtesy load***.

3.2.1 If any Customer-provided operational software referred to in Article 2.1 above fails to reload successfully, the Aircraft will be solely configured with the Boeing baseline production software.

3.2.2 If any Customer-provided operational software referred to in Article 2.2 fails to reload successfully, Boeing will not be responsible to make further loading attempts and Aircraft fly-away will occur as scheduled.

3.3 If any IFE Customer Software fails to load successfully, Customer shall make alternate loading arrangements with its IFE supplier for loading after the Aircraft has flown-away. In such an event, and upon Customer’s request, Boeing will install the Boeing baseline production software for the Boeing catalogue selected IFE configuration prior to Aircraft fly-away.

3.4 Customer is responsible for functional testing, verification, quality assurance, and operational approval of all Customer-provided operational software.

3.5 A dual signature (Boeing and Customer) Onboard Authentication System ( OAS ) *** will be installed on the Aircraft giving access to Boeing and Customer, which is required to perform data and software loads after title transfer of the Aircraft. After fly-away, Customer will remove Boeing’s access key and certificates from the OAS.

3.6 Customer will *** Boeing *** the installation or use of Customer-provided operational software by Boeing pursuant to this Letter Agreement. ***

3.7 The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the Aircraft General Terms Agreement ( AGTA ) between Boeing and Customer and the insurance provisions of Article 8.2 of the AGTA shall apply to Boeing’s loading of all software and data pursuant to this Letter Agreement. For purposes of this Article 3.7, all software and data provided directly by Boeing will be defined as *** . Title to and risk of loss of the Aircraft will always remain with Customer during Boeing’s performance of all post title transfer services.

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787 Post Delivery Software & Data Loading		Page 3

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Very truly yours,

THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209417
787 Post Delivery Software & Data Loading		Page 4

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03860-LA-1209236

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Model Substitution

Reference:

Purchase Agreement No. 3860 (the Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 787 aircraft (the Aircraft )

This 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. 787-9 Model Substitution .

Customer has the right to substitute from 787-8 Aircraft to 787-9 Aircraft in the same delivery positions, and similarly from 787-9 Aircraft to 787-8 Aircraft as requested by Customer, subject to availability ( Substitution Aircraft ), and subject to the following terms and conditions:

1.1.

Airframe Pricing of Substitution Aircraft with General Electric GEnx-*** and Rolls Royce Trent 1000-*** engines ***. Pricing of Substitution Aircraft is subject to change if a different GEnx or Trent engine model is configured for the Substitution Aircraft

1.2.

Customer shall notify Boeing of such substitution at least *** prior to the scheduled delivery month for the Substitution Aircraft. With this Agreement, Customer ***. Boeing shall work with Customer to reduce the above flow times as the 787-9 program becomes defined.

1.3.

Prior to commencement of flight and ground testing for the 787-9 Substitution Aircraft, Boeing must have completed flight and ground testing of the 787-8 model aircraft.

1.4.

The training terms of Supplemental Exhibit CS1 Part 1 of this Purchase Agreement shall apply to the 787-9 Substitution Aircraft. The *** shall not be adjusted as a result of Customer exercising its Model Substitution right.

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Model Substitution		Page 1

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2. ***

***

2.1. ***

2.2. ***

2.3. ***

3. 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.


Very truly yours,

THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

Attachments

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209236
Model Substitution		Page 2

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03860-LA-1209412

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Spare Parts Commitments

Reference:

a) Purchase Agreement No. 3860 (the Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 787 aircraft (the Aircraft )

b) Customer Services General Terms Agreement No. 22-1 ( CSGTA ) between Boeing and Customer

This letter agreement ( Letter Agreement ) is entered into of the date set forth below, and amends and supplements the CSGTA. All capitalized terms used but not defined in this Letter Agreement have the same meaning as in the CSGTA, except for “Aircraft” which will have the meaning as defined in the Purchase Agreement. Unless otherwise stated all references in this Letter Agreement to Articles refer to the Articles contained this Letter Agreement. In consideration of Customer’s purchase of the Aircraft, the commitments described in this Letter Agreement will continue for as long as Customer owns or operates the Aircraft.

1. Definitions.

1.1 “ Customer’s Demand Date ” means the delivery date specified by Customer in its Order to Boeing for a Spare Part.

1.2 “ Customer Hold Time ” means the period of time between the date on which Boeing requests a decision, information or act from Customer and the date Customer provides such decision or information or performs such act, which such decision, information or performance of act is necessary for Boeing to continue the spares order action. This includes, but is not limited to time expended (i) waiting for Customer’s clarification of missing order data or Customer’s approval of Boeing’s quote for goods or services, (ii) resolving order discrepancies or technical discrepancies, (iii) obtaining engineering decisions from Customer, (iv) waiting for receipt of a part which has been shipped to a location other than the designated

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Boeing service center, and (v) resolving any Boeing constraints on processing an Order due to the status of Customer’s credit with Boeing. Should Customer reply to Boeing within *** of Boeing’s request for a decision, information or act, such time shall not be considered Customer Hold Time.

1.3 “ Beyond Economic Repair ” or “ BER ” is the term applied to a part whose repair or overhaul cost will exceed ***% of Boeing’s then current price for a new such replacement part.

1.4 “ Order Date ” means the date on which an Order is established in accordance with the provisions of the CSGTA.

1.5 “ Shelf Stock Part ” means at any time a Spares Prone Part that has been ordered *** from Boeing within the most recent consecutive *** period. Additionally, for the *** months after delivery of Boeing’s first 787 aircraft, *** applicable to the 787 shall also be considered Shelf Stock Parts.

1.6 “ Spares Prone Part ” means a Boeing Spare Part that is identified and recommended by Boeing in its provisioning data as a part that for the life of the aircraft can be expected to be replaced during normal aircraft line maintenance or during overhaul of line replaceable units ***.

2. Delivery Commitment for New Spare Parts.

2.1 Boeing will deliver in accordance with the provisions of the CSGTA within the lead times specified below, Boeing Spare Parts other than (i) Boeing Spare Parts ordered as part of Customer’s initial provisioning for an aircraft or (ii) kits; provided that such Boeing Spare Parts are Ordered after either October 1, 2005, or the execution of this Letter Agreement, whichever is later, and is offerable by Boeing for an aircraft model in production on the Order Date ( Continuous Production ).

2.1.1 A Shelf Stock Part will ship either (i) in not more than *** calendar days from its Order Date, or (ii) in time to meet Customer’s Demand Date if such Demand Date is later than *** calendar days.

2.1.2 A Spares Prone Part that is not a Shelf Stock Part will ship either (i) in not more than *** calendar days from its Order Date, or (ii) in time to meet Customer’s Demand Date, whichever is later.

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2.2 For Boeing Spare Parts not in Continuous Production on the Order Date, Boeing will expend reasonable efforts to meet Customer’s Demand Date. To this extent, *** has *** that Boeing Spare Parts for 787 Aircraft not in Continuous Production because of *** in *** by a *** part, which such new part is 1) not ***, or 2) significantly *** in *** compared to the concerned *** Part not in Continuous Production, be treated as a part in Continuous Production for the *** from date of first 787 delivery to Customer for purposes of this Article 2. *** cannot *** to Customer’s above request*** with *** to establish a *** delivery support program for such parts.

2.3 For all other Boeing Spare Parts, order commitments shall be per the CSGTA. Should Customer desire to enter into a specific delivery agreement for such other Boeing Spare Parts, Boeing is receptive to enter into discussions with Customer.

3. Remedies Regarding Delivery.

3.1 If Boeing anticipates it will be unable to ship a Boeing Spare Part within the applicable commitment time described in Article 2.1, if reasonably practicable Boeing will ***

3.2 If as a result of an action described in Article 3.1, Boeing provides to Customer the applicable Boeing Spare Part within the commitment period described in Article 2.1 or ***and, in either case, thereafter completes the Order as soon as such Boeing Spare Part is available for shipment, Boeing shall be deemed to have satisfied the commitments described in Article 2.1.

3.3 Subject to the limitations described in Article 3.4, if Boeing does not satisfy the requirements of Article 2.1 through one or more of the actions described in Article 3.1, Boeing will ***such Boeing Spare Part.

3.4 The provisions of Article 3.3 will not apply to delay in delivery which (i) is due to the failure of Customer’s carrier to take possession of the Boeing Spare Parts, or (ii) is otherwise excused by applicable law or contract, including without limitation any provisions relating to Excusable Delay.

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3.5 The remedies described in this Article 3 are Customer’s exclusive remedies for Boeing’s failure to comply with the provisions of Articles 2.1 and are in lieu of all other damages, claims and remedies of Customer arising at law or otherwise for any failure to meet Customer’s delivery requirements. Customer hereby waives and renounces all other claims and remedies arising at law or otherwise for any such failure to meet Customer’s delivery requirements.

4. Spare Part Price Escalation .

Beginning with the Spares Catalog in effect in *** and for each Spares Catalog released thereafter, (i) the *** the Spare Parts listed in both the then current Spares Catalog and the Spares Catalog in effect prior to the then current Spares Catalog will ***, and (ii) *** an individual Spare Part listed in both the then current Spares Catalog and the Spares Catalog in effect prior to the then current Spares Catalog will ***.

5. Spare Part Price Formula .

5.1 The formula used to determine the *** for Spare Parts listed in both the then current Spares Catalog and the Spares Catalog in effect prior to the then current Spares Catalog ( Spares Adjusted Price ) is as follows:

***

5.2. If the *** substantially revises the methodology used for the determination of the values to be used to determine the *** and *** values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Spares Adjusted Price, Boeing will select a substitute from other *** data or similar data reported by non-governmental organizations. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period.

5.3 Any rounding of a number, as required under this Article 5 will be accomplished as follows: if the first digit of the portion to be dropped from the number to be rounded is five or greater, the preceding digit will be raised to the next highest number.

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6. Processing Time Commitment for Spare Prone Parts Returned for Repair or Overhaul .

6.1 The processing time commitments in this Article 6 are for any Spares Prone Part which (i) is in Continuous Production at the time such Spares Prone Part is returned to Boeing for repair or overhaul, (ii) is returned to Boeing for repair or overhaul either after October 1, 2005, or the execution of this Letter Agreement, whichever is later, (iii) has a new part list price of less than $***and (iv) is not a ***. A Spares Prone Part meeting the criteria defined in this Article 6.1 shall be called a “ Qualifying In-Production Spares Prone Part .”

6.2 Boeing will repair or overhaul any Qualifying In-Production Spares Prone Part in (i) *** calendar days for 787 model aircraft and (ii) *** calendar days for all other models of Boeing aircraft, in each case calculated as specified in Article 6.3.

6.3 The number days expended by Boeing in processing the repair or overhaul, will be determined by calculating the number of days which elapse between the date Boeing takes delivery of the applicable Qualifying In-Production Spare Prone Part and the date of shipment of such repaired or overhauled Qualifying In-Production Spares Prone Part minus any days during that period in which due to Customer Hold Time Boeing does not process the applicable overhaul or repair during either all or a portion of Boeing’s standard eight hour work day.

6.4 Boeing will *** Qualifying In-Production Spares Prone Part, and (ii) repairs or overhauls that extend beyond normal wear and tear for any Qualifying In-Production Spares Prone Part. To this extent, for 787 Aircraft parts that become classified as not Qualifying In-Production Spares Prone Part because of replacement in production by a new part, Customer has requested that *** for the purposes of this Article 6. Boeing *** Customer’s request*** with Customer to establish a *** delivery support program for such parts.

7. Remedies Regarding Processing Time .

7.1 If Boeing anticipates it will be unable to meet the processing time commitments established in Article 6.2, if reasonably practicable Boeing will ***

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7.2 If as a result of an action described in Article 7.1, Boeing provides to Customer a suitable repaired or overhauled Qualifying In-Production Spares Prone Part within the commitment periods described in Article 6.2, or ***, and in either case, thereafter completes the applicable contract as soon as such repaired or overhauled part is available for shipment, Boeing will be deemed to have satisfied the commitments described in Article 6.2.

7.3 Subject to the limitations described in Article 7.4, if Boeing does not satisfy the requirements of Article 6.2 through one or more of the actions described in Article 7.1, Boeing will *** Spares Prone Part.

7.4 The provisions of Article 7.3 will not apply to delay in delivery which is due to (i) Customer Hold Time, (ii) the failure of Customer’s carrier to take possession of the applicable Qualifying In-Production Spares Prone Part, or (iii) is otherwise permitted by applicable law or contract, including without limitation any provisions relating to Excusable Delay.

7.5 The remedies provided in this Article 7 are Customer’s exclusive remedies for Boeing’s failure to comply with the provisions of Article 6.2 and are in lieu of all other damages, claims and remedies of Customer arising at law or otherwise for any failure to meet Customer’s delivery requirements. Customer hereby waives and renounces all other claims and remedies arising at law or otherwise for any such failure to meet Customer’s delivery requirements.

8. Substitution for Obsolete Spare Parts .

After delivery of the first Aircraft, if any unused and undamaged Spare Part purchased by Customer from Boeing for the Aircraft, or other aircraft in Customer’s fleet of the same model type, is rendered obsolete and unusable due to a Boeing initiated change that results in a redesign of the Aircraft or any accessory, equipment or part thereof, (other than a redesign at Customer’s request), Boeing will make available to Customer a replacement part at the detail part level on a *** substitution basis provided Customer requests such substitution from Boeing in writing within *** of delivery of the affected Spare Part to Customer.

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9. Order of Precedence .

In the event of any inconsistency between the terms of this Letter Agreement and the terms of any other provisions of the CSGTA No. 22-1, the terms of this Letter Agreement shall control.


Very truly yours, THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:		September 27, 2012


United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209412
Spare Parts Commitments		Page 7

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03860-LA-1209413

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Special Matters

Reference:

Purchase Agreement No. 3860 (the Purchase Agreement )

between The Boeing Company ( Boeing ) and United

Air Lines, Inc. ( Customer ) relating to Model 787 aircraft ( Aircraft )

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

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 ***.

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2.1 787-8 ***.

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

3. ***

***

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4. Payment ***.

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.

5. Option Aircraft *** .

5.1 *** Option Aircraft Letter Agreement UAL-PA-03860-LA-1209265, Boeing *** 787 Option Aircraft.

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5.2 *** Boeing and Customer *** that *** Option Aircraft*** Option Aircraft.

6. ***

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

7. Model Substitution .

Except as provided in paragraph 1 of Letter Agreement UAL-PA-03860-LA-1209414, Customer has a substitution right to change an Aircraft to any model of 787-*** or a 787-*** aircraft (Substitution Aircraft) per Model Substitution Letter Agreement UAL-PA-03860-LA-1209236. The following terms also apply to Substitution Aircraft:

7.1. ***

***

7.2. ***

***

8. 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. ***

9. 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.

10. Confidential Treatment .

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Very truly yours, THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:		September 27, 2012


United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209413
Special Matters		Page 5

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03860-LA-1209414

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Other Special Matters

Reference:

Purchase Agreement No. 3860 (the Purchase Agreement ) between Boeing and United Air Lines, Inc. ( Customer ) relating to Model 787 aircraft ( Aircraft )

This 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. Aircraft Substitution .

Notwithstanding any agreement to the contrary, the UAL Aircraft scheduled for delivery in years *** in Table 1 may *** such Aircraft ***.

2. Option Aircraft Exercise .

Customer’s Option Aircraft in Letter UAL-PA-03860-LA-1209265 are scheduled ***. Upon exercise, each the Option Aircraft will *** which Boeing will *** to ***.

3. Changes to ***

Customer, Continental Airlines, Inc., and Boeing have previously entered into agreements regarding *** for certain model 757, 767 and 777 aircraft. Boeing hereby agrees that *** which Customer and/or United Airlines, Inc. may purchase under such agreements, will *** by Customer and Continental Airlines, Inc. ***. Boeing will provide *** to *** Customer and Continental Airlines, Inc. which *** under such agreements.

4. *** Aircraft ***

The rights and obligations of Customer and Boeing for any *** delivery of the Aircraft *** the Purchase Agreement or the delivery *** will be as follows and as set forth in Paragraph 4:

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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4.1 For an *** (as defined in *** of the AGTA), in the delivery of an Aircraft *** the Purchase Agreement or the delivery ***, Article *** of the AGTA shall apply.

4.2. A *** is defined as any *** delivery of any Aircraft *** the Purchase Agreement or the delivery *** for exercised Option Aircraft *** pursuant to Article *** of the AGTA.

4.2.1 Customer will *** an Aircraft *** the Purchase Agreement or (ii) an exercised Option Aircraft *** to a *** of the *** for such Aircraft *** such Delivery Date (the *** ); provided that the foregoing shall not apply with respect to any Aircraft for which the applicable purchase agreement has been terminated pursuant to ***.

4.2.2 For *** of the delivery date in Table 1 to the Purchase Agreement. All other terms and conditions of the Purchase Agreement will remain in effect *** Aircraft.

4.2.3 For a *** Customer *** the Purchase Agreement *** such Aircraft so delayed (including exercised Option Aircraft). *** Boeing *** delivery date of an Aircraft, *** to Customer ***. So long as Boeing provides ***, Customer agrees to give *** after the occurrence of either (i) the date of ***, or (ii) *** Aircraft informing Customer of *** Aircraft *** is *** the delivery *** Boeing in respect of which Customer ***. In addition:

4.2.3.1 For Aircraft in the Purchase Agreement *** such Aircraft has *** the delivery date in Table 1 to the Purchase Agreement and *** Boeing *** Customer *** the Aircraft *** with respect to the *** of such Aircraft *** with respect to such Aircraft are referred to herein as *** and shall be *** Aircraft. The *** under this Paragraph 6.2.3.1 *** Customer *** will ***. All other terms and conditions of the Purchase Agreement will remain in effect for that Aircraft.

4.2.3.2 For Aircraft in the Purchase Agreement *** Boeing *** Customer *** with respect to the *** of such Aircraft *** Aircraft ***. The *** under this Paragraph 4.2.3.2 *** Customer *** will ***.

4.2.3.3 For exercised Option Aircraft, if the *** respective Aircraft is *** such Aircraft has ***, then (x) *** Boeing and (y) *** the delivery date of such Aircraft in Table 1 to the Purchase Agreement.

4.2.3.4 For exercised Option Aircraft, if the ***, then *** the terms of this Agreement *** Boeing.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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4.2.4 If Customer elects to *** with respect to any Aircraft as provided in Paragraph 4.2.3 above, such *** such Aircraft under the Purchase Agreement including but not limited to all ***, and

(i) Boeing *** Customer for the respective Aircraft, and

(ii) Boeing may elect, by written notice to Customer within *** thereafter, to *** the Aircraft *** Customer.

4.2.5 if the period of ***, then Customer ***.

4.3 Boeing acknowledges that it is not intended that this Agreement *** any of Customer’s Aircraft. Accordingly, Boeing agrees that Customer *** 787 aircraft *** and that Boeing *** Customer’s 787 ***.

5. ***.

Customer agrees that the *** in this Letter Agreement are *** Aircraft *** in Table 1 to the Purchase Agreement *** and *** and are *** Customer *** in connection with such *** of any *** Customer in connection with ***. For the avoidance of doubt, Customer *** may have under the Purchase Agreement *** Aircraft ***. Provided that Boeing *** Customer the *** in this Letter Agreement with respect to ***, Customer *** Boeing ***.

6. ***.

Customer agrees that *** under the Purchase Agreement *** with Boeing and *** Customer *** notice from Boeing *** it may have *** Boeing *** Customer with at least *** written notice of its intent to do so, *** Customer under the *** to ***, provided, however, that Boeing *** under the Purchase Agreement with respect to any Aircraft that is subject to ***. If Boeing *** Customer ***, absent instruction from Boeing to the contrary, Customer *** that the *** to the *** under the Purchase Agreement. Nothing herein shall constitute ***. Boeing ***.

7. Assignment

The rights and obligations described in this Letter Agreement are provided in consideration of Customer (or any successor) taking delivery of their respective Aircraft and becoming the operator of such Aircraft. This Agreement cannot be assigned, in whole or in part, by one party without the prior written consent of the

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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other party; provided that a party may assign its interest to a corporation that (i) results from any merger or reorganization of such party or (ii) acquires substantially all the assets of such party.

8. 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.


Very truly yours, THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:		September 27, 2012


United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209414
Other Special Matters		Page 4

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03860-LA-1209416

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Promotional Support

Reference: a)

Purchase Agreement No. 3860 (the Purchase Agreement) between The Boeing Company (Boeing) and United Air Lines, Inc. (Customer) relating to Model 787-8 aircraft (the 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.

In support of Customer’s marketing and promotion programs associated with the launch of the Model 787 and introduction of the Aircraft into service, Boeing agrees *** Customer’s external expenses for such programs for *** before and *** after delivery of the first Aircraft. Boeing will match Customer’s external expenses up to $*** (*** Dollars) for the first Aircraft and up to $*** (*** Dollars) for each additional Aircraft up to a maximum of *** total Aircraft. These programs may include *** promotion programs and advertising campaigns.

Boeing’s obligation to provide this *** support will commence at the time the purchase of the Aircraft becomes firm (not subject to cancellation by either party) and terminate *** months after the delivery of the first Aircraft. Boeing will provide payment of *** upon receipt of copies of invoices detailing such expenses incurred within the period of time *** months prior to the scheduled delivery of the first Aircraft and *** months after the actual delivery of the first Aircraft to Customer. There will be no cash payments or other support in lieu thereof.

Following the execution of this Letter Agreement, a Boeing Airline Marketing Services representative will meet with Customer’s designated representative to discuss the extent, selection, scheduling, and *** process for the program.

Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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Very truly yours, THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:		September 27, 2012


United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209416
Promotional Support		Page 2

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03860-LA-1209430

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Performance Guarantees

Reference:

Purchase Agreement No. 3860 (the Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 787 aircraft (the Aircraft )

This 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.

Boeing agrees to provide Customer with the performance guarantees in the Attachments hereto. The performance guarantees in the Attachment specific to the GENX-1B*** or Trent 1000-*** engine model for the 787-8 and GENX-1B*** or Trent 1000-*** engine model for the 787-9, are subject to change if a different GEnx or Trent model is configured for the Aircraft. These guarantees are exclusive and expire upon delivery of the Aircraft to Customer.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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Performance Guarantees – 787 Aircraft		Page 1

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Very truly yours, THE BOEING COMPANY

By		/s/ ***
Its		Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:		September 27, 2012


United Air Lines, Inc.

By		/s/ Gerald Laderman
Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209430
Performance Guarantees – 787 Aircraft		Page 2

Attachment A1

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GEnx-1B*** Engines

Page 1

MODEL 787-8 PERFORMANCE GUARANTEES

FOR UNITED AIR LINES, INC.


SECTION		CONTENTS

1		AIRCRAFT MODEL APPLICABILITY

2		FLIGHT PERFORMANCE

3		MANUFACTURER’S EMPTY WEIGHT

4		AIRCRAFT CONFIGURATION

5		GUARANTEE CONDITIONS

6		GUARANTEE COMPLIANCE

7		EXCLUSIVE GUARANTEES

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1	AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 787-8 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 GEnx-1B*** engines.

2	FLIGHT PERFORMANCE

2.1

Enroute One-Engine-Inoperative Altitud e

The FAA approved gross weight at an enroute one-engine-inoperative altitude of *** feet at which the available gross climb gradient equals *** percent on an ISA+10°C day using not more than maximum continuous thrust, shall not be less than the following guarantee value:


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

2.2

Altitude Capability—All Engines Operating

2.2.1

The altitude capability at a gross weight of *** pounds, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value:


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

2.2.2

The gross weight capability at an altitude of *** feet, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value:

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

Conditions:

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

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

The Aircraft shall be capable of at least a *** g maneuver load factor at buffet onset.

2.3

Mission

2.3.1

Mission Range

The still air range with a *** pound payload 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:



Still Air Range:		The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Takeoff:		The airport altitude is ***.

		The takeoff gross weight is *** the airport conditions.

		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.

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		The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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 at *.

		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:

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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 * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds

2.3.2

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 takeoff runway available (TORA) is *** feet.

		The takeoff distance available (TODA) is *** feet.

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	The accelerate-stop distance available (ASDA) is *** feet.

	The lineup allowance adjustment to TORA and TODA is *** feet.

	The lineup allowance adjustment to ASDA 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

	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 the recommended climb speed for minimum block fuel.

	The climb continues at the recommended climb speed for minimum block fuel 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.

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	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.

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 at *.

	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.

	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

Boeing / United Air Lines, Inc. Proprietary


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For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an *** Mach number, *** feet and a maximum landing weight of *** Pounds

2.3.3

Mission Payload


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 takeoff runway available (TORA) is *** feet.

		The takeoff distance available (TODA) is *** feet.

		The accelerate-stop distance available (ASDA) is *** feet.

		The lineup allowance adjustment to TORA and TODA is *** feet.

		The lineup allowance adjustment to ASDA is *** feet.

		The runway slope is *** percent downhill.

		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:

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	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



		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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	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

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

	For information purposes, the reserve fuel is based on * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds

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2.3.4

Mission Payload


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 takeoff runway available (TORA) is *** feet.

		The takeoff distance available (TODA) is *** feet.

		The accelerate-stop distance available (ASDA) is *** feet.

		The lineup allowance adjustment to TORA and TODA is *** feet.

		The lineup allowance adjustment to ASDA 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


		Maximum takeoff thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

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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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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.

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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 * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds

2.3.5

Mission Block Fuel


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.

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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.

		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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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 * percent of a contingency allowance equivalent to the fuel required for a minute cruise on a standard day at an Mach number, * feet and a maximum landing weight of *** Pounds

2.3.6

Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.3.7 is the basis for the mission guarantees of Paragraphs 2.3.1, 2.3.2, 2.3.3, 2.3.4, and 2.3.5.

Boeing / United Air Lines, Inc. Proprietary


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2.3.7

Weight Summary—United Airlines


	Pounds
Standard Model Specification MEW		*******
787 Airplane Configuration Specification Addendum, ***,
***
* (* CC / *** YC) Interior
GEnx Engines
*** Lb. Maximum Taxi Weight
*** USG Fuel Capacity

Changes for United Airlines*
***		***
***
***		***
***		***
***		***
***		***
***		***

United Airlines Manufacturer’s Empty Weight (MEW)		*******

Standard and Operational Items Allowance (Paragraph 2.3.8)		***

United Airlines Operational Empty Weight (OEW)		*******

Quantity

Pounds

Seat Weight Included*

***

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2.3.8

Standard and Operational Items Allowance

Qty

Standard Items Allowance

***

Unusable Fuel

***

Oil

***

Oxygen Equipment

***

Portable Oxygen Bottles

***

Miscellaneous Equipment

***

First Aid Kits

***

Crash Axe

***

Megaphones

***

Flashlights

***

Smoke Goggles

***

Smoke Hoods

***

Galley Structure & Fixed Inserts (*** cu ft @ *** lb/cu ft)

***

Operational Items Allowance

***

Crew and Crew Baggage

***

Flight Crew (*** @ *** lb. ea.)

***

Cabin Crew (*** @ *** lb. ea.)

***

Baggage (*** @ *** lb. ea.)

***

Navigation Bags & Manuals (*** @ *** lb. ea.)

***

Catering Allowance & Removable Inserts: *** Meal Service

***

First Class

***

Business Class

***

Economy Class

***

Tourist Class

***

Passenger Service Equipment (*** @ *** lb. ea.)

***

Potable Water—(180 USG)

***

Waste Tank Disinfectant

***

Emergency Equipment (Includes Over Water Equip.)

***

Slide Rafts: Main Entry

***

Life Vests

***

Locator Transmitter

***

Cargo System

***

Pallets (*** @ *** lb ea.)

***

Containers (*** @ *** lb ea.)

***

Total Standard and Operational Items Allowance

***

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3	SOUND LEVELS

3.1

Community Sound Levels

The Aircraft shall be certified in accordance with the requirements of 14 CFR Part 36, Stage 4 and ICAO Annex 16, Volume 1, Chapter 4.

3.2

Cumulative Noise Certification Margin to Chapter 4 / Stage 4 Rule

The Cumulative Noise Certification Margin to the Chapter 4 / Stage 4 Rule shall not be less than *** EPNdB.

3.3

Departure Condition

The sound level for Departure Noise shall be defined as the numerical average of flyover (with thrust cutback) and lateral noise certification values. The Departure Noise level for this aircraft with a brake release gross weight of *** pounds shall qualify this aircraft for the London “QC1” noise quota count class as defined in United Kingdom AIP Supplement S8/2009 applicable 29 March 2009, and shall not be greater than the following guarantee value:

GUARANTEE: *** EPNdB

3.4

Arrival Condition

The sound level for Arrival Noise shall be defined as *** EPNdB less than the approach noise certification value. The Arrival Noise level for this aircraft with a landing gross weight of *** pounds shall qualify this aircraft for the London “QC1” noise quota count class as defined in United Kingdom AIP Supplement S8/2009 applicable 29 March 2009, and shall not be greater than the following guarantee value:

GUARANTEE: *** EPNdB

4	AIRCRAFT CONFIGURATION

4. 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.

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4.2

The guarantee payloads of Paragraph 2.3.2, 2.3.3, and 2.3.4, the specified payload of the Paragraph 2.3.5 block fuel guarantee, and the specified payload of the Paragraph 2.3.1 range guarantee 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.

5	GUARANTEE CONDITIONS

5.1

All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

5.2

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, subject to the approval of the Federal Aviation Administration.

5.3

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 basis for the Aircraft as described in Paragraphs 3.1 or 5.2, 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.

5.4

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. The takeoff performance is based on an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord. The takeoff performance is based on engine power extraction for normal operation of the air conditioning with thermal anti-icing turned off and ***. Unbalanced field length calculations and the improved climb performance procedure will be used for takeoff as required.

5.5

The enroute one-engine-inoperative altitude guarantee is based on engine power extraction for air conditioning with one pack operating. No engine power extraction for thermal anti-icing is provided unless otherwise specified. ***

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5.6

The all-engine altitude capability guarantees, and the climb, cruise and descent portions of the mission guarantees include allowances for normal power extraction and engine power extraction 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 power extraction for thermal anti-icing is provided unless otherwise specified. ***

5.7

The all-engine altitude capability guarantees, 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.

5.8

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.

5.9

Cumulative Noise Certification Margin to the Chapter 4 / Stage 4 rule shall be defined as ***dB less than the sum of the differences between the three certification values (flyover with cutback, peak lateral, and approach) of the Aircraft with respect to the three noise limits defined in ICAO Annex 16, Volume 1, Chapter 3 and 14 CFR Part 36 Stage 3.

6	GUARANTEE COMPLIANCE

6.1

Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of Section 5.

6.2

Compliance with the enroute one-engine-inoperative altitude, the buffet onset portion of altitude capability guarantee, 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 787-8.

6.3

Compliance with the all-engine altitude capability guarantees, 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.

6.4

The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

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6.5

6.6

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.

7	EXCLUSIVE GUARANTEES

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

Boeing / United Air Lines, Inc. Proprietary


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MODEL 787-8 PERFORMANCE GUARANTEES

FOR UNITED AIR LINES, INC.


SECTION		CONTENTS
1		AIRCRAFT MODEL APPLICABILITY

2		FLIGHT PERFORMANCE

3		SOUND LEVELS

4		AIRCRAFT CONFIGURATION

5		GUARANTEE CONDITIONS

6		GUARANTEE COMPLIANCE

7		EXCLUSIVE GUARANTEES

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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1.	AIRCRAFT MODEL APPLICABILITY

2.	FLIGHT PERFORMANCE

2.1

Enroute One-Engine-Inoperative Altitude


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

2.2

Altitude Capability—All Engines Operating

2.2.1

The altitude capability at a gross weight of *** pounds, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value:


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

Conditions:

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

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

The Aircraft shall be capable of at least a *** g maneuver load factor at buffet onset.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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2.2.2

The gross weight capability at an altitude of *** feet, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value:


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

Conditions:

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

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

The Aircraft shall be capable of at least a *** g maneuver load factor at buffet onset.

2.3

Mission

2.3.1

Mission Range

The still air range with a *** pound payload 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:


Still Air Range:		The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Takeoff:		The airport altitude is ***.

		The takeoff gross weight is *** the airport conditions.

		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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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 at *

		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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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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 * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds

2.3.2

Mission Payload


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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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	The takeoff runway available (TORA) is *** feet.

	The takeoff distance available (TODA) is *** feet.

	The accelerate-stop distance available (ASDA) is *** feet.

	The lineup allowance adjustment to TORA and TODA is *** feet.

	The lineup allowance adjustment to ASDA 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

	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 the recommended climb speed for minimum block fuel.

	The climb continues at the recommended climb speed for minimum block fuel 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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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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.

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 at *.

	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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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

		For information purposes, the reserve fuel is based on * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds

2.3.3

Mission Payload


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 takeoff runway available (TORA) is *** feet.

		The takeoff distance available (TODA) is *** feet.

		The accelerate-stop distance available (ASDA) is *** feet.

		The lineup allowance adjustment to TORA and TODA is *** feet.

		The lineup allowance adjustment to ASDA is *** feet.

		The runway slope is *** percent downhill.

		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:

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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		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

	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 the recommended climb speed for minimum block fuel.

	The climb continues at the recommended climb speed for minimum block fuel 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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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	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 at *.

	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

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

	For information purposes, the reserve fuel is based on * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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2.3.4

Mission Payload


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 takeoff runway available (TORA) is *** feet.

The takeoff distance available (TODA) is *** feet.

The accelerate-stop distance available (ASDA) is *** feet.

The lineup allowance adjustment to TORA and TODA is *** feet.

The lineup allowance adjustment to ASDA 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

*** feet

Maximum takeoff thrust is used for the takeoff.

The takeoff gross weight shall conform to FAA Regulations.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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 at *.

		The temperature is standard day during descent.

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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 * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds

2.3.5

Mission Block Fuel


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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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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.

		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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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 at *.

	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 * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds

2.3.6

Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.3.7 is the basis for the mission guarantees of Paragraphs 2.3.1, 2.3.2, 2.3.3, 2.3.4, and 2.3.5.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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2.3.7

Weight Summary—United Airlines


		Pounds
Standard Model Specification MEW		***
787 Airplane Configuration Specification Addendum, ***
* * CC / *** YC) Interior
Trent 1000 Engines
*** Lb. Maximum Taxi Weight
*** USG Fuel Capacity

Changes for United Airlines*
***		***
***
***		***
***		***
***		***
***		***
***		***

United Airlines Manufacturer’s Empty Weight (MEW)		***

Standard and Operational Items Allowance (Paragraph 2.3.8)		***

United Airlines Operational Empty Weight (OEW)		***


	Quantity	Pounds	Pounds
Seat Weight Included*			***

***	***	***

***	***	***

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

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

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2.3.8

Standard and Operational Items Allowance

Qty

Standard Items Allowance

***

Unusable Fuel

***

Oil

***

Oxygen Equipment

***

Portable Oxygen Bottles

***

Miscellaneous Equipment

***

First Aid Kits

***

Crash Axe

***

Megaphones

***

Flashlights

***

Smoke Goggles

***

Smoke Hoods

***

Galley Structure & Fixed Inserts (*** cu ft @ *** lb/cu ft)

***

Operational Items Allowance

***

Crew and Crew Baggage

***

Flight Crew (*** @ *** lb. ea.)

***

Cabin Crew (*** @ *** lb. ea.)

***

Baggage (*** @ *** lb. ea.)

***

Navigation Bags & Manuals (*** @ *** lb. ea.)

***

Catering Allowance & Removable Inserts: *** Meal Service

***

First Class

***

Business Class

***

Economy Class

***

Tourist Class

***

Passenger Service Equipment (*** @ *** lb. ea.)

***

Potable Water—(180 USG)

***

Waste Tank Disinfectant

***

Emergency Equipment (Includes Over Water Equip.)

***

Slide Rafts: Main Entry

***

Life Vests

***

Locator Transmitter

***

Cargo System

***

Pallets (*** @ *** lb ea.)

***

Containers (*** @ *** lb ea.)

***

Total Standard and Operational Items Allowance

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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3.	SOUND LEVELS

3.1

Community Sound Levels

The Aircraft shall be certified in accordance with the requirements of 14 CFR Part 36, Stage 4 and ICAO Annex 16, Volume 1, Chapter 4.

3.2

Cumulative Noise Certification Margin to Chapter 4 / Stage 4 Rule

The Cumulative Noise Certification Margin to the Chapter 4 / Stage 4 Rule shall not be less than *** EPNdB.

3.3

Departure Condition


GUARANTEE:		*** EPNdB

3.4

Arrival Condition

The sound level for Arrival Noise shall be defined as *** EPNdB less than the approach noise certification value. The Arrival Noise level for this aircraft with a landing gross weight of *** pounds shall qualify this aircraft for the London “QC0.5” noise quota count class as defined in United Kingdom AIP Supplement S8/2009 applicable 29 March 2009, and shall not be greater than the following guarantee value:


GUARANTEE:		*** EPNdB

4.	AIRCRAFT CONFIGURATION

4.1

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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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4.2

(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.

5.	GUARANTEE CONDITIONS

5.1

All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

5.2

5.3

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 basis for the Aircraft as described in Paragraphs 3.1 or 5.2, 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.

5.4

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. The takeoff performance is based on an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord. The takeoff performance is based on engine power extraction for normal operation of the air conditioning with thermal anti-icing turned off and *** Unbalanced field length calculations and the improved climb performance procedure will be used for takeoff as required.

5.5

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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5.6

5.7

5.8

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.

5.9

6.	GUARANTEE COMPLIANCE

6.1

Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of Section 5.

6.2

6.3

6.4

The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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6.5

6.6

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.

7.	EXCLUSIVE GUARANTEES

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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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MODEL 787-9 PERFORMANCE GUARANTEES

FOR UNITED AIR LINES, INC.


SECTION		CONTENTS
1		AIRCRAFT MODEL APPLICABILITY

2		FLIGHT PERFORMANCE

3		SOUND LEVELS

4		AIRCRAFT CONFIGURATION

5		GUARANTEE CONDITIONS

6		GUARANTEE COMPLIANCE

7		EXCLUSIVE GUARANTEES

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1.	AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 787-9 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

Enroute One-Engine-Inoperative Altitude

The FAA approved gross weight at an enroute one-engine-inoperative altitude of *** feet at which the available gross climb gradient equals *** percent on an ISA+10°C day using not more than maximum continuous thrust with engine and wing anti-ice bleed on, shall not be less than the following guarantee value:


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

2.2

Altitude Capability—All Engines Operating

2.2.1

The altitude capability at a gross weight of *** pounds, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value:


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

Conditions:

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

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

The Aircraft shall be capable of at least a *** g maneuver load factor at buffet onset.

2.2.2

The gross weight capability at an altitude of *** feet, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value:

Boeing / United Air Lines, Inc. Proprietary


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

Conditions:

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

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

The Aircraft shall be capable of at least a *** g maneuver load factor at buffet onset.

2.3

Mission

2.3.1

Mission Range

The still air range with a *** pound payload 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:


Still Air Range:		The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Takeoff:		The airport altitude is ***.

		The takeoff gross weight is *** the airport conditions.

		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.

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		The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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 at *.

		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.

		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:

Boeing / United Air Lines, Inc. Proprietary


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		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 * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds.

2.3.2

Mission Payload


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 takeoff runway available (TORA) is *** feet.

		The takeoff distance available (TODA) is *** feet.

Boeing / United Air Lines, Inc. Proprietary


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		The accelerate-stop distance available (ASDA) is *** feet.

		The lineup allowance adjustment to TORA and TODA is *** feet.

		The lineup allowance adjustment to ASDA 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

		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

Boeing / United Air Lines, Inc. Proprietary


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		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

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

Boeing / United Air Lines, Inc. Proprietary


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		For information purposes, the reserve fuel is based on * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds.

2.3.3

Mission Payload


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 takeoff runway available (TORA) is *** feet.

		The takeoff distance available (TODA) is *** feet.

		The accelerate-stop distance available (ASDA) is *** feet.

		The lineup allowance adjustment to TORA and TODA is *** feet.

		The lineup allowance adjustment to ASDA is *** feet.

		The runway slope is *** percent downhill.

		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:

Boeing / United Air Lines, Inc. Proprietary


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		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

		Maximum takeoff thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

Climb 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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

Boeing / United Air Lines, Inc. Proprietary


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		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

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

		For information purposes, the reserve fuel is based on * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds.

Boeing / United Air Lines, Inc. Proprietary


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2.3.4

Mission Payload


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 takeoff runway available (TORA) is *** feet.

		The takeoff distance available (TODA) is *** feet.

		The accelerate-stop distance available (ASDA) is *** feet.

		The lineup allowance adjustment to TORA and TODA is *** feet.

		The lineup allowance adjustment to ASDA 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



		Maximum takeoff thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

Boeing / United Air Lines, Inc. Proprietary


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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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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.

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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 * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds.

2.3.5

Mission Block Fuel


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.

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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.

		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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		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 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 * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds.

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2.3.6

Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.3.7 is the basis for the mission guarantees of Paragraphs 2.3.1, 2.3.2, 2.3.3, 2.3.4, and 2.3.5.

2.3.7

Weight Summary—United Airlines


	Pounds
Standard Model Specification MEW		*******
787 Airplane Configuration Specification Addendum, ***

* (* CC / *** YC) Interior
GEnx Engines
*** Lb. Maximum Taxi Weight
*** USG Fuel Capacity

Changes for United Airlines*
***		***
***
***		***
***		***
***		***
***		***
***		***

United Airlines Manufacturer’s Empty Weight (MEW)		*******

Standard and Operational Items Allowance (Paragraph 2.3.8)		***

United Airlines Operational Empty Weight (OEW)		*******

Quantity

Pounds

* Seat Weight Included:

***

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2.3.8

Standard and Operational Items Allowance

Qty

Standard Items Allowance

***

Unusable Fuel

***

Oil

***

Oxygen Equipment

***

Portable Oxygen Bottles

***

Miscellaneous Equipment

***

First Aid Kits

***

Crash Axe

***

Megaphones

***

Flashlights @ C/A Sta.

***

Smoke Goggles

***

Smoke Hoods

***

Galley Structure & Fixed Inserts (*** cu ft @ *** lb/cu ft)

***

Operational Items Allowance

***

Crew and Crew Baggage

***

Flight Crew (*** @ *** lb. ea.)

***

Cabin Crew (*** @ *** lb. ea.)

***

Baggage (*** @ *** lb. ea.)

***

Navigation Bags & Manuals (*** @ *** lb ea.)

***

Catering Allowance & Removable Inserts: *** Meal Service

***

First Class

***

Business Class

***

Economy Class

***

Tourist Class

***

Passenger Service Equipment (*** @ *** lb. ea.)

***

Potable Water—(210 USG)

***

Waste Tank Disinfectant

***

Emergency Equipment (Includes Over Water Equip.)

***

Slide Rafts: Main Entry

***

Life Vests

***

Locator Transmitter

***

Cargo System

***

Pallets (*** @ *** lb ea.)

***

Containers (*** @ *** lb ea.)

***

Total Standard and Operational Items Allowance

***

3.	SOUND LEVELS

3.1

Community Sound Levels

The Aircraft shall be certified in accordance with the requirements of 14 CFR Part 36, Stage 4 and ICAO Annex 16, Volume 1, Chapter 4.

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3.2

Cumulative Noise Certification Margin to Chapter 4 / Stage 4 Rule

The Cumulative Noise Certification Margin to the Chapter 4 / Stage 4 Rule shall not be less than *** EPNdB.

3.3

Departure Condition

The sound level for Departure Noise shall be defined as the numerical average of flyover (with thrust cutback) and lateral noise certification values. The Departure Noise level for this aircraft with a brake release gross weight of *** pounds shall qualify this aircraft for the London “QC2” noise quota count class as defined in United Kingdom AIP Supplement S8/2009 applicable 29 March 2009, and shall not be greater than the following guarantee value:

GUARANTEE: *** EPNdB

3.4

Arrival Condition

GUARANTEE: *** EPNdB

4.	AIRCRAFT CONFIGURATION

4.1

4.2

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(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.

5.	GUARANTEE CONDITIONS

5.1

All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

5.2

5.3

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 basis for the Aircraft as described in Paragraphs 3.1 or 5.2, 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.

5.4

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, and with anti-skid operative. The takeoff performance is based on an Aircraft alternate forward center of gravity limit of *** percent of the mean aerodynamic chord. The takeoff performance is based on engine power extraction for normal operation of the air conditioning with thermal anti-icing turned off and *** Unbalanced field length calculations and the improved climb performance procedure will be used for takeoff as required.

5.5

5.6

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provided unless otherwise specified. ***

5.7

5.8

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.

5.9

6.	GUARANTEE COMPLIANCE

6.1

Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of Section 5.

6.2

Compliance with the enroute one-engine-inoperative altitude, the buffet onset portion of the all-engine altitude capability 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 787-9.

6.3

6.4

The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

6.5

6.6

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.

7.	EXCLUSIVE GUARANTEES

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

Boeing / United Air Lines, Inc. Proprietary


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MODEL 787-9 PERFORMANCE GUARANTEES

FOR UNITED AIR LINES, INC.


SECTION		CONTENTS

1		AIRCRAFT MODEL APPLICABILITY

2		FLIGHT PERFORMANCE

3		MANUFACTURER’S EMPTY WEIGHT

4		AIRCRAFT CONFIGURATION

5		GUARANTEE CONDITIONS

6		GUARANTEE COMPLIANCE

7		EXCLUSIVE GUARANTEES

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1	AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment ( Performance Guarantees ) are applicable to the 787-9 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	Enroute One-Engine-Inoperative Altitude

The FAA approved gross weight at an enroute one-engine-inoperative altitude of *** feet at which the available gross climb gradient equals *** percent on an ISA+10°C day using not more than maximum continuous thrust with engine and wing anti-ice bleed on, shall not be less than the following guarantee value:


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

2.2

Altitude Capability—All Engines Operating

2.2.1

The altitude capability at a gross weight of *** pounds, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value:


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

Conditions:

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

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

The Aircraft shall be capable of at least a *** g maneuver load factor at buffet onset.

2.2.2

The gross weight capability at an altitude of *** feet, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value:

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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

Conditions:

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

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

The Aircraft shall be capable of at least a *** g maneuver load factor at buffet onset.

2.3

Mission

2.3.1

Mission Range

The still air range with a *** pound payload 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:


Still Air Range:		The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Takeoff:		The airport altitude is ***.

		The takeoff gross weight is *** the airport conditions.

		The takeoff gross weight shall conform to FAA Regulations.

Climbout		Following the takeoff to ***feet, the Aircraft accelerates to
Maneuver:		* 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.

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		The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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 at *.

		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:

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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		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 * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds.

2.3.2

Mission Payload


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 takeoff runway available (TORA) is *** feet.

		The takeoff distance available (TODA) is *** feet.

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		The accelerate-stop distance available (ASDA) is *** feet.

		The lineup allowance adjustment to TORA and TODA is *** feet.

		The lineup allowance adjustment to ASDA 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


		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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	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.

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 Allowance:	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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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		For information purposes, the reserve fuel is based on * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds.

2.3.3

Mission Payload


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 takeoff runway available (TORA) is *** feet.

		The takeoff distance available (TODA) is *** feet.

		The accelerate-stop distance available (ASDA) is *** feet.

		The lineup allowance adjustment to TORA and TODA is *** feet.

		The lineup allowance adjustment to ASDA is *** feet.

		The runway slope is *** percent downhill.

		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:

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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		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

	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 the recommended climb speed for minimum block fuel.

	The climb continues at the recommended climb speed for minimum block fuel 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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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	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

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

	For information purposes, the reserve fuel is based on * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an LRC Mach number, * feet and a maximum landing weight of * Pounds.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


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2.3.4

Mission Payload


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 takeoff runway available (TORA) is *** feet.

	The takeoff distance available (TODA) is *** feet.

	The accelerate-stop distance available (ASDA) is *** feet.

	The lineup allowance adjustment to TORA and TODA is *** feet.

	The lineup allowance adjustment to ASDA 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

	Maximum takeoff thrust is used for the takeoff.

	The takeoff gross weight shall conform to FAA Regulations.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
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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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
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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 * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds.

2.3.5

Mission Block Fuel


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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
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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.

		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 the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel 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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
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	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 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 * percent of a contingency allowance equivalent to the fuel required for a * minute cruise on a standard day at an * Mach number, * feet and a maximum landing weight of *** Pounds.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
AERO-B-BBA4-M09-0771B		SS09-0285

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Page 16

2.3.6

Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.3.7 is the basis for the mission guarantees of Paragraphs 2.3.1, 2.3.2, 2.3.3, 2.3.4, and 2.3.5.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
AERO-B-BBA4-M09-0771B		SS09-0285

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Trent 1000*** Engines

Page 17

2.3.7

Weight Summary—United Airlines


	Pounds
Standard Model Specification MEW		*	**

787 Airplane Configuration Specification Addendum, *, *
* (* CC / *** YC) Interior
Trent 1000 Engines
*** Lb. Maximum Taxi Weight
*** USG Fuel Capacity

Changes for United Airlines*
***		*	**
***
***		*	**
***		*	**
***		*	**
***		*	**
***		*	**

United Airlines Manufacturer’s Empty Weight (MEW)		*	**

Standard and Operational Items Allowance (Paragraph 2.3.8)		*	**

United Airlines Operational Empty Weight (OEW)		*	**

Seat Weight Included*

Quantity

Pounds

***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
AERO-B-BBA4-M09-0771B		SS09-0285

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Page 18

2.3.8

Standard and Operational Items Allowance

Qty

Standard Items Allowance

Unusable Fuel

Oil

Oxygen Equipment

Portable Oxygen Bottles

Miscellaneous Equipment

First Aid Kits

Crash Axe

Megaphones

Flashlights @ C/A Sta.

Smoke Goggles

Smoke Hoods

Galley Structure & Fixed Inserts (*** cu ft @ *** lb/cu ft)

Operational Items Allowance

Crew and Crew Baggage

Flight Crew (*** @ *** lb. ea.)

Cabin Crew (*** @ *** lb. ea.)

Baggage (*** @ *** lb. ea.)

Navigation Bags & Manuals (*** @ *** lb. ea.)

Catering Allowance & Removable Inserts: *** Meal Service

First Class

Business Class

Economy Class

Tourist Class

Passenger Service Equipment (*** @ *** lb. ea.)

Potable Water—(210 USG)

Waste Tank Disinfectant

Emergency Equipment (Includes Over Water Equip.)

Slide Rafts: Main Entry

Life Vests

Locator Transmitter

Cargo System

Pallets (*** @ *** lb ea.)

Containers (*** @ *** lb ea.)

Total Standard and Operational Items Allowance

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
AERO-B-BBA4-M09-0771B		SS09-0285

Attachment A4

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Trent 1000*** Engines

Page 19

3	SOUND LEVELS

3.1

Community Sound Levels

The Aircraft shall be certified in accordance with the requirements of 14 CFR Part 36, Stage 4 and ICAO Annex 16, Volume 1, Chapter 4.

3.2

Cumulative Noise Certification Margin to Chapter 4 / Stage 4 Rule

The Cumulative Noise Certification Margin to the Chapter 4 / Stage 4 Rule shall not be less than *** EPNdB.

3.3

Departure Condition

The sound level for Departure Noise shall be defined as the numerical average of flyover (with thrust cutback) and lateral noise certification values. The Departure Noise level for this aircraft with a brake release gross weight of *** pounds shall qualify this aircraft for the London “QC2” noise quota count class as defined in United Kingdom AIP Supplement S8/2009 applicable 29 March 2009, and shall not be greater than the following guarantee value :


GUARANTEE:		*** EPNdB

3.4

Arrival Condition


GUARANTEE:		*** EPNdB

4	AIRCRAFT CONFIGURATION

4.1

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
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4.2

(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.

5	GUARANTEE CONDITIONS

5.1

All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

5.2

5.3

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 basis for the Aircraft as described in Paragraphs 3.1 or 5.2, 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.

5.4

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, and with anti-skid operative. Takeoff performance is based on an Aircraft alternate forward center of gravity limit of *** percent of the mean aerodynamic chord. The takeoff performance is based on engine power extraction for normal operation of the air conditioning with thermal anti-icing turned off and *** Unbalanced field length calculations and the improved climb performance procedure will be used for takeoff as required.

5.5

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
AERO-B-BBA4-M09-0771B		SS09-0285

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Page 21

5.6

5.7

The all-engine altitude capability guarantees 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.

5.8

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.

5.9

6	GUARANTEE COMPLIANCE

6.1

Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of Section 5.

6.2

6.3

Compliance with the all-engine altitude capability guarantees 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.

6.4

The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
AERO-B-BBA4-M09-0771B		SS09-0285

Attachment A4

UAL-PA-03860-LA-1209430

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Page 22

6.5

6.6

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.

7	EXCLUSIVE GUARANTEES

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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


P.A. No. 3860
AERO-B-BBA4-M09-0771B		SS09-0285

LOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03860-LA-1209455

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

*** Guarantee for

787-8 Aircraft

Reference:

Purchase Agreement No. 3860 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 787 aircraft ( Aircraft )

The Attachment A1 to Letter Agreement No. UAL-PA-03860-LA-1209430 contains performance guarantees ( Performance Guarantees ) for the 787-8. Paragraph *** of the Performance Guarantees includes a *** guarantee ( *** Guarantee ) which will be effective and applicable to the Aircraft in accordance with such Letter Agreement. Boeing offers the following program *** in the event that the guarantee compliance report furnished to Customer for the Aircraft pursuant to Article *** of the AGTA shows *** Guarantee.

1. Demonstration of Compliance .

Article 5.4 of the AGTA and Letter Agreement No. UAL-PA-03860-LA-1209430 provide a procedure for demonstration of compliance with the Performance Guarantees prior to delivery. That method will be used to *** Guarantee which*** in the *** as described below.

2. Rights and Obligations in the Event the *** to *** the *** Guarantee .

2.1 Aircraft Delivery . In the event any Aircraft, at the time of tender by Boeing for delivery to Customer *** to *** with the *** Guarantee, Customer shall *** such Aircraft ***, subject to the terms and conditions hereinafter set forth.

2.2 Correction of *** with the *** Guarantee . To the extent economically and technically practicable, Boeing will *** to ***improvement parts ( Improvement Parts ) which, when installed in such Aircraft or engines, would result in an improvement in the ***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209455		Page 1
*** – 787-8

LOGO

performance. Boeing shall *** Customer’s incorporation of such improvements, corrections, or changes *** between Boeing and Customer ***, as applicable. Improvement Parts related to *** shall apply also to *** on terms *** Customer. Boeing *** shall give Customer *** written notice of the estimated on-dock date at Customer’s maintenance base for any such Improvement Parts.

2.2.1 If Boeing elects to provide, or causes to be provided, Improvement Parts for such Aircraft ***, then Customer and Boeing shall mutually agree upon the details of such an Improvement Parts program. To the extent Boeing *** support such a program, such support *** to Customer.

2.2.2 If *** elects to incorporate Improvement Parts in such Aircraft ***, they shall be incorporated within *** days after the delivery of such Improvement Parts to Customer for modifications that can be accomplished on the line. Improvement Parts which require more extensive modifications *** shall be installed within the mutually agreed period of time. All Improvement Parts shall be incorporated in accordance with Boeing *** instructions.

2.2.3 Boeing shall not be obligated to furnish any Improvement Parts in addition to those necessary to cause the Aircraft to *** with the *** Guarantee.

3. ***.

3.1 In the event that Boeing has not provided*** Improvement Parts to correct the *** of the Aircraft to meet the *** Guarantee, such *** will ***. For the avoidance of doubt, *** by Boeing for any portion of the *** corrected for by Improvement Parts that have not been incorporated as set forth in paragraph 3.4 below.

3.2 ***. Boeing *** Customer *** for*** for the immediately preceding twelve (12) month period ( Annual Period ). The “ *** ” is the *** in such Annual Period. The “ *** ” is defined as ***

(a) ***

***

(b) The following definitions shall apply herein:

***

*** will be used.

*** guarantee *** for Paragraph 2.3.5 of the Performance Guarantees shown in the guarantee *** report and *** in accordance with Paragraph 1 above.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209455		Page 2
*** – 787-8

LOGO

*** for Paragraph 2.3.5 of the Performance Guarantees shown in the guarantee *** report and *** in accordance with Paragraph 1 above.

*** Aircraft *** Aircraft ***

3.3 *** Customer pursuant to paragraph 3.2 above *** Boeing ***, which may be ***, as appropriate. In no event shall *** Customer pursuant to Paragraph 3.2 above *** Aircraft ***. Any *** under this Letter Agreement shall be *** the Aircraft *** Customer.

3.4 ***. The *** performance improvement attributable to any Improvement Parts shall be determined by analysis based on data supplied by *** and certified to be correct ***. *** such improvement shall be deemed to be the *** improvement *** based on the data furnished pursuant to Article 5.4 of the AGTA and the data furnished pursuant to this Paragraph 3.4. If Customer elects not to incorporate Improvement Parts in such Aircraft as set forth above, *** consistent with the improvement in *** performance which would have been realized had such Improvement Parts been incorporated.

4. ***.

Boeing and Customer agree that it is not the intent of the parties under this Letter Agreement to cause Boeing *** to provide *** to Customer under this Letter Agreement and (i) any other Boeing aircraft performance-related *** in the Purchase Agreement and (ii) Engine Manufacturer’s direct *** to Customer.

5. Assignment .

This Letter Agreement and the *** of Boeing set forth herein are exclusively for the benefit of Customer as owner and/or operator of the Aircraft. It is therefore agreed such Letter Agreement may not be assigned, in whole or in part, except as provided in Article 9 of the AGTA as amended by Letter Agreement 6-1162-IRS-0184.

6. ***

*** this Letter Agreement *** Boeing in accordance with the terms and conditions of this Letter Agreement is *** Customer *** Boeing and *** Customer *** the Aircraft *** the *** Guarantee. Customer *** Boeing *** the Aircraft *** the *** Guarantee.

7. Confidential Treatment .

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209455		Page 3
*** – 787-8

LOGO

as required by law, each party agrees to limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping such party perform its obligations under the Purchase Agreement and who will treat the information as confidential.

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209455		Page 4
*** – 787-8


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

UAL-PA-03860-LA-1209429

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

*** Guarantee for 787-9 Aircraft

Reference:

Purchase Agreement No. 3860 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 787 aircraft ( Aircraft )

The Attachment A2 to Letter Agreement No. UAL-PA-03860-LA-1209430 contains performance guarantees ( Performance Guarantees ) for the 787-9 aircraft. Paragraph *** of the Performance Guarantees includes a *** guarantee ( *** Guarantee ) which will be effective and applicable to the Aircraft in accordance with such Letter Agreement. Boeing offers the following program *** in the event that the guarantee compliance report furnished to Customer for the Aircraft pursuant to Article *** of the AGTA shows *** Guarantee.

1. Demonstration of Compliance .

2. Rights and Obligations in the Event the *** to *** the *** Guarantee .

2.2 Correction of *** with the *** Guarantee . To the extent economically and technically practicable, Boeing will *** to *** improvement parts ( Improvement Parts ) which, when installed in such Aircraft or engines, would result in an improvement in the *** performance. Boeing shall *** Customer’s incorporation of such improvements, corrections,

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209429		Page 1
*** – 787-9

LOGO

or changes at the warranty labor *** between Boeing and Customer ***, as applicable. Improvement Parts related to *** shall apply also to *** on terms *** Customer. Boeing *** shall give Customer *** written notice of the estimated on-dock date at Customer’s maintenance base for any such Improvement Parts.

2.2.3 Boeing shall not be obligated to furnish any Improvement Parts in addition to those necessary to cause the Aircraft to *** with the Block Fuel Guarantee.

3. ***

3.2 ***. Boeing *** Customer *** for *** for the immediately preceding twelve (12) month period ( Annual Period ). The “ *** ” is the *** in such Annual Period. The “ *** ” is defined as ***

(a) ***

***

(b) The following definitions shall apply herein:

***

***will be used.

*** guarantee *** for Paragraph 2.3.5 of the Performance Guarantees shown in the guarantee *** report and *** in accordance with Paragraph 1 above.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209429		Page 2
*** – 787-9

LOGO

*** for Paragraph 2.3.5 of the Performance Guarantees shown in the guarantee *** report and *** in accordance with Paragraph 1 above.

*** Aircraft ***

*** Aircraft***

4. ***.

5. Assignment .

6. ***

7. 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

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209429		Page 3
*** – 787-9

LOGO

or to other parties. Without obtaining the prior, written consent of the other party and except as required by law, each party agrees to limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping such party perform its obligations under the Purchase Agreement and who will treat the information as confidential.

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209429		Page 4
*** – 787-9

LOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

UAL-PA-03860-LA-1209618

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

Alternate Engine Selection

Reference:

Purchase Agreement No. PA-03860 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 787 aircraft ( Aircraft )

Customer has requested and Boeing has agreed that Customer may delay the selection of engines for the Aircraft beyond the signing date of the Purchase Agreement. The engine model *** shown in Table 1 to the Purchase Agreement, Supplemental Exhibit EE1 to the Purchase Agreement, Attachment A to Letter Agreement No. UAL-PA-03860-LA-1209236***. The *** in effect at the time of engine selection will apply to the engine model selected.

Customer shall notify Boeing of Customer’s final engine selection on or before ***, and Boeing and Customer shall execute a Supplemental Agreement to the Purchase Agreement conforming Table 1, Supplemental Exhibit EE1 and the Performance Guarantees to Customer’s engine selection.

1. 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.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209618		Page 1
Alternate Engine Selection

LOGO

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

BOEING / UNITED AIR LINES, INC. PROPRIETARY


UAL-PA-03860-LA-1209618		Page 2
Alternate Engine Selection

LOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

6-1162-ELP-0794

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

*** Program ***

Reference:

Purchase Agreement No. 3860 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 787-8 aircraft ( Aircraft )

In consideration of Customer executing the Purchase Agreement and fully performing obligations under such Purchase Agreement including taking delivery of no less than *** Boeing model 787 aircraft, Boeing agrees to provide the special considerations set forth below for Customer’s ***.

1. *** Program for *** Aircraft (the *** Program ) In response to Customer’s desire to ***, Boeing agrees to *** Program set forth below to Customer ***. ***

1.1 ***. Boeing ***.

1.2 Documentation. Boeing will provide Customer *** applicable manuals, documents and data including but not limited to airplane flight manual ***.

2. Administration of the *** Program .

2.1 Annual Confirmation . Customer shall annually confirm in writing that the *** the Customer at all times during each annual confirmation period. For the avoidance of doubt, the annual confirmation period shall be from February 1st of each year through January 31st of the following year and shall commence with the first anniversary of the month ***.

2.2 Annual Review . Beginning one (1) year ***, Customer will provide Boeing with *** on an annual basis. At the end of each annual reporting period, ***. Results of this *** will be used to determine whether Customer ***. Customer’s record keeping will include data ***. ***

BOEING / UNITED AIR LINES, INC. PROPRIETARY


6-1162-ELP-0794		Page 1
* Program *

LOGO

3 ***.

In accordance with the results of the annual *** as described in paragraph 2 above, if required, Customer will ***. The ***, adjusted for the *** Aircraft *** will be *** of the specific aircraft by a ***.

4. Removal of Aircraft from the *** Program.

4.1 If Customer decides to dispose of an Aircraft *** ( Change of Ownership ), Customer will provide a notice to Boeing not less than ninety calendar days prior to the intended disposal of such Aircraft so that the *** Customer ***. Boeing *** Customer any ***. For the avoidance of doubt, the *** Program is offered to Customer for its *** usage and the *** is not *** Customer ***.

4.2 In the event that Customer should decide to sell a *** aircraft *** and immediately continue operation of the aircraft under a lease-back arrangement, Customer may continue its utilization of such aircraft with the *** for as long as the lease arrangement continues (and thereafter for as long as Customer is the lessee of such aircraft).

4.3 In the event Customer *** under the Purchase Agreement for the Aircraft, Boeing has right to ***.

5. Assignment .

The rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and can only be assigned, in whole or in part, pursuant to Article 9 of the AGTA-UAL, as amended by 6-1162-IRS-0184.

6. Confidential Treatment .

BOEING / UNITED AIR LINES, INC. PROPRIETARY


6-1162-ELP-0794		Page 2
* Program *

LOGO

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

Attachment

BOEING / UNITED AIR LINES, INC. PROPRIETARY


6-1162-ELP-0794		Page 3
* Program *

United Air Lines, Inc.

Attachment A to 6-1162-ELP-0794


	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
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BOEING / UNITED AIR LINES, INC. PROPRIETARY


6-1162-ELP-0794		Page 4
* Program *

LOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

6-1162-ELP-0795

United Air Lines, Inc.

77 West Wacker Drive

Chicago, Illinois 60601-0100

Subject:

*** Program

Reference:

Purchase Agreement No. 3860 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and United Air Lines, Inc. ( Customer ) relating to Model 787-8 aircraft ( Aircraft )

1. *** Program for *** Aircraft ( *** Program ) In response to Customer’s desire to *** Boeing agrees to *** Program set forth below to Customer ***.

1.1 ***. Boeing ***.

1.2 Documentation. Boeing will provide Customer *** applicable manuals, documents and data including but not limited to airplane flight manual ***. ***

2. Administration of the *** Program .

2.1 Annual Confirmation . Customer shall annually confirm in writing that the *** the Customer at all times during each annual confirmation period. For the avoidance of doubt, the annual confirmation period shall be from February 19 ^th of each year through February 18 ^th of the following year and shall commence with the first anniversary of the month ***.

BOEING / UNITED AIR LINES, INC. PROPRIETARY


6-1162-ELP-0795		Page 1
*** Program

LOGO

2.2 Annual Review . Beginning one (1) year *** Customer will provide Boeing with ***on an annual basis. At the end of each annual reporting period, ***. Results of this *** will be used to determine whether Customer ***. Customer’s record keeping will include data ***. ***

3 ***.

4. Removal of Aircraft from the *** Program.

4.1 If Customer decides to dispose of an Aircraft *** “ Change of Ownership ”), Customer will provide a notice to Boeing not less than *** calendar days prior to the intended disposal of such Aircraft so that the *** Customer ***. Boeing *** Customer any ***. For the avoidance of doubt, the *** Program is offered to Customer for its *** usage and the *** is not *** Customer ***.

4.2 In the event that Customer should decide to sell a *** aircraft *** and immediately continue operation of the aircraft under a lease-back arrangement, Customer may continue its utilization of such aircraft with *** for as long as the lease arrangement continues (and thereafter for as long as Customer is the lessee of such aircraft).

4.3 In the event Customer *** under the Purchase Agreement for the Aircraft, Boeing has right ***.

5. Assignment .

6. Confidential Treatment .

BOEING / UNITED AIR LINES, INC. PROPRIETARY


6-1162-ELP-0795		Page 2
*** Program

LOGO

Very truly yours,


THE BOEING COMPANY

By		/s/ ***

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 27, 2012

United Air Lines, Inc.

By		/s/ Gerald Laderman

Its		Senior Vice President – Finance and Treasurer

Attachment

BOEING / UNITED AIR LINES, INC. PROPRIETARY


6-1162-ELP-0795		Page 3
*** Program

United Air Lines, Inc.

Attachment A to 6-1162-ELP-0795


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BOEING / UNITED AIR LINES, INC. PROPRIETARY


6-1162-ELP-0795		Page 4
*** Program

Exhibit 12.1

United Continental Holdings, Inc. and Subsidiary Companies

Computation of Ratio of Earnings to Fixed Charges

and Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements


(In millions, except ratios)	Nine Months Ended September 30, 2012			2011			2010			2009			2008			2007
Earnings (losses):
Earnings (loss) before income taxes & adjustments for minority interest	$	(91	)	$	846		$	255		$	(667	)	$	(5,419	)	$	659
Add (deduct):
Fixed charges, from below		1,154			2,017			1,292			949			910			955
Amortization of capitalized interest		6			7			5			3			2			1
Distributed earnings of affiliates		—			1			2			2			2			4
Interest capitalized		(26	)		(32	)		(15	)		(10	)		(20	)		(19	)
Equity earnings in affiliates		(4	)		(6	)		(4	)		(4	)		(6	)		(5	)
Minority interest		(1	)		(1	)		(2	)		(1	)		(2	)		(2	)

Earnings (loss) as adjusted	$	1,038		$	2,832		$	1,533		$	272		$	(4,533	)	$	1,593

Fixed charges:
Interest expensed and capitalized and amortization of premiums, debt discounts, issuance costs, and capital expenditures (a)	$	631		$	949		$	798		$	577		$	571		$	703
Portion of rental expense representative of the interest factor		523			1,068			494			372			339			252

Fixed charges, as above		1,154			2,017			1,292			949			910			955

Preferred stock dividend requirements (pre-tax) (b)		—			—			—			—			3			18

Fixed charges including preferred stock dividends	$	1,154		$	2,017		$	1,292		$	949		$	913		$	973

Ratio of earnings to fixed charges		(c)			1.40			1.19			(d)			(e)			1.67

Ratio of earnings to fixed charges and preferred stock dividends		N/A			N/A			N/A			N/A			(e)			1.64

(a)	Amortization of debt discounts includes amortization of fresh-start valuation discounts.

(b)	Dividends were adjusted using the effective tax rate for each applicable year.

(c)	Earnings were inadequate to cover fixed charges by $116 million in the first nine months of 2012.

(d)	Earnings were inadequate to cover fixed charges by $677 million in 2009.

(e)	Earnings were inadequate to cover both fixed charges and fixed charges and preferred stock and dividend requirements by $5.4 billion in 2008.

N/A	Not applicable, as there were no preferred stock dividends in this period.

Exhibit 12.2

United Air Lines, Inc. and Subsidiary Companies

Computation of Ratio of Earnings to Fixed Charges

and Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements


(In millions, except ratios)	Nine Months Ended September 30, 2012			2011			2010			2009			2008			2007
Earnings (losses):
Earnings (loss) before income taxes & adjustments for minority interest	$	(612	)	$	285		$	389		$	(643	)	$	(5,375	)	$	658
Add (deduct):
Fixed charges, from below		625			892			992			950			911			956
Amortization of capitalized interest		6			7			5			3			2			1
Distributed earnings of affiliates		—			1			2			2			2			4
Interest capitalized		(10	)		(15	)		(11	)		(10	)		(20	)		(19	)
Equity earnings in affiliates		(4	)		(3	)		(3	)		(4	)		(6	)		(5	)
Minority interest		(1	)		(1	)		(2	)		(1	)		(2	)		(2	)

Earnings (loss) as adjusted	$	4		$	1,166		$	1,372		$	297		$	(4,488	)	$	1,593

Fixed charges:
Interest expensed and capitalized and amortization of premiums, debt discounts, issuance costs, and capital expenditures (a)	$	395		$	595		$	695		$	577		$	571		$	703
Portion of rental expense representative of the interest factor		230			297			297			373			340			253

Fixed charges, as above		625			892			992			950			911			956

Preferred stock dividend requirements (pre-tax) (b)		—			—			—			—			3			18

Fixed charges including preferred stock dividends	$	625		$	892		$	992		$	950		$	914		$	974

Ratio of earnings to fixed charges		(c	)		1.31			1.38			(d	)		(e	)		1.67

Ratio of earnings to fixed charges and preferred stock dividends		N/A			N/A			N/A			N/A			(e	)		1.64

(a)	Amortization of debt discounts includes amortization of fresh-start valuation discounts.

(b)	Dividends were adjusted using the effective tax rate for each applicable year.

(c)	Earnings were inadequate to cover fixed charges by $621 million in the first nine months of 2012.

(d)	Earnings were inadequate to cover fixed charges by $653 million in 2009.

(e)	Earnings were inadequate to cover both fixed charges and fixed charges and preferred stock and dividend requirements by $5.4 billion in 2008.

N/A	Not applicable, as there were no preferred stock dividends in this period.

Exhibit 12.3

Continental Airlines, Inc.

Computation of Ratio of Earnings to Fixed Charges

(In millions, except ratios)


	Successor									Predecessor
	Nine Months Ended September 30, 2012			Year Ended December 31, 2011			Three Months Ended December 31, 2010			Nine Months Ended September 30, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Year Ended December 31, 2007
Earnings:
Earnings (loss) before income taxes and minority interest	$	537		$	563		$	(99	)	$	442		$	(439	)	$	(695	)	$	556
Less:
Undistributed earnings of equity investees		—			—			—			—			—			9			18

Plus:
Interest expense		241			342			86			288			367			376			393
Capitalized interest		(16	)		(17	)		(4	)		(17	)		(33	)		(33	)		(27	)
Amortization of capitalized interest		—			—			—			27			36			35			36
Portion of rent expense representative of interest expense		294			771			197			684			907			934			917

	$	1,056		$	1,659		$	180		$	1,424		$	838		$	608		$	1,857

Fixed charges:

Interest expense	$	241		$	342		$	86		$	288		$	367		$	376		$	393
Portion of rent expense representative of interest expense		294			771			197			684			907			934			917

Total fixed charges		535			1,113			283			972			1,274			1,310			1,310

Coverage adequacy (deficiency)	$	521		$	546		$	(103	)	$	452		$	(436	)	$	(702	)	$	547

Coverage ratio (a)		1.97			1.49			N/A			1.47			N/A			N/A			1.42

(a)

For purposes of calculating this ratio, earnings consist of income before income taxes and cumulative effect of changes in accounting principles adjusted for undistributed income of companies in which Continental has a minority equity interest plus interest expense (net of capitalized interest), the portion of rental expense representative of interest expense and amortization of previously capitalized interest. Fixed charges consist of interest expense, the portion of rental expense representative of interest expense, the amount amortized for debt discount, premium and issuance expense and interest previously capitalized. For the three months ended December 31, 2010 and the years ended December 31, 2009 and 2008, earnings were inadequate to cover fixed charges and the coverage deficiency was $103 million, $436 million and $702 million, respectively.

N/A	Not applicable, as earnings are inadequate to cover fixed charges.

Exhibit 31.1

Certification of the Principal Executive Officer

Pursuant to 15 U.S.C. 78m(a) or 78o(d)

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Jeffery A. Smisek, certify that:

(1)

I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2012 of United Continental Holdings, Inc. (the “Company”);

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

(4)

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

(5)

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ Jeffery A. Smisek

Jeffery A. Smisek

President and Chief Executive Officer

Date: October 25, 2012

Exhibit 31.2

Certification of the Principal Financial Officer

Pursuant to 15 U.S.C. 78m(a) or 78o(d)

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, John D. Rainey, certify that:

(1)

I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2012 of United Continental Holdings, Inc. (the “Company”);

(2)

(3)

(4)

(a)

(b)

(c)

(d)

(5)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ John D. Rainey

John D. Rainey

Executive Vice President and

Chief Financial Officer

Date: October 25, 2012

Exhibit 31.3

Certification of the Principal Executive Officer

Pursuant to 15 U.S.C. 78m(a) or 78o(d)

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Jeffery A. Smisek, certify that:

(1)

I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2012 of United Air Lines, Inc. (the “Company”);

(2)

(3)

(4)

(a)

(b)

(c)

(d)

(5)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ Jeffery A. Smisek

Jeffery A. Smisek

Chairman, President and

Chief Executive Officer

Date: October 25, 2012

Exhibit 31.4

Certification of the Principal Financial Officer

Pursuant to 15 U.S.C. 78m(a) or 78o(d)

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, John D. Rainey, certify that:

(1)

I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2012 of United Air Lines, Inc. (the “Company”);

(2)

(3)

(4)

(a)

(b)

(c)

(d)

(5)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ John D. Rainey

John D. Rainey

Executive Vice President and

Chief Financial Officer

Date: October 25, 2012

Exhibit 31.5

Certification of the Principal Executive Officer

Pursuant to 15 U.S.C. 78m(a) or 78o(d)

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Jeffery A. Smisek, certify that:

(1)

I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2012 of Continental Airlines, Inc. (the “Company”);

(2)

(3)

(4)

(a)

(b)

(c)

(d)

(5)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ Jeffery A. Smisek

Jeffery A. Smisek

Chairman, President and

Chief Executive Officer

Date: October 25, 2012

Exhibit 31.6

Certification of the Principal Financial Officer

Pursuant to 15 U.S.C. 78m(a) or 78o(d)

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, John D. Rainey, certify that:

(1)

I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2012 of Continental Airlines, Inc. (“the Company”);

(2)

(3)

(4)

(a)

(b)

(c)

(d)

(5)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ John D. Rainey

John D. Rainey

Executive Vice President and

Chief Financial Officer

Date: October 25, 2012

Exhibit 32.1

Certification of United Continental Holdings, Inc.

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

Each undersigned officer certifies that to the best of his knowledge based on a review of the quarterly report on Form 10-Q for the period ended September 30, 2012 of United Continental Holdings, Inc. (the “Report”):

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of United Continental Holdings, Inc.

Date: October 25, 2012

/s/ Jeffery A. Smisek

Jeffery A. Smisek

President and Chief Executive Officer

/s/ John D. Rainey

John D. Rainey

Executive Vice President and

Chief Financial Officer

Exhibit 32.2

Certification of United Air Lines, Inc.

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

Each undersigned officer certifies that to the best of his knowledge based on a review of the quarterly report on Form 10-Q for the period ended September 30, 2012 of United Air Lines, Inc. (the “Report”):

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of United Air Lines, Inc.

Date: October 25, 2012

/s/ Jeffery A. Smisek

Jeffery A. Smisek

Chairman, President and

Chief Executive Officer

/s/ John D. Rainey

John D. Rainey

Executive Vice President and

Chief Financial Officer

Exhibit 32.3

Certification of Continental Airlines, Inc.

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

Each undersigned officer certifies that to the best of his knowledge based on a review of the quarterly report on Form 10-Q for the period ended September 30, 2012 of Continental Airlines, Inc. (the “Report”):

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Continental Airlines, Inc.

Date: October 25, 2012



		/s/ Jeffery A. Smisek
		Jeffery A. Smisek Chairman, President and Chief Executive Officer



		/s/ John D. Rainey
		John D. Rainey Executive Vice President and Chief Financial Officer

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION OF UNITED AND CONTINENTAL

On May 2, 2010, UAL Corporation, Continental Airlines, Inc. (“Continental”), and JT Merger Sub Inc., a wholly-owned subsidiary of UAL Corporation, entered into an Agreement and Plan of Merger providing for a “merger of equals” business combination. On October 1, 2010, JT Merger Sub Inc. merged with and into Continental, with Continental surviving as a wholly-owned subsidiary of UAL Corporation (the “Merger”). Upon closing of the Merger, UAL Corporation became the parent company of both United Air Lines, Inc. (“United”) and Continental and UAL Corporation’s name was changed to United Continental Holdings, Inc. (“UAL” or the “Company”).

The Company also expects in the future that it will merge Continental and United into one legal entity (the “Airlines Merger”). Once the Airlines Merger occurs, the financial statements of United and Continental will be combined for all periods presented from the date of the Merger at their historical cost, and there will no longer be a requirement to separately report the historical financial statements of Continental.

The Unaudited Pro Forma Condensed Combined Balance Sheet of United and Continental combines the historical consolidated balance sheet of Continental and United as of September 30, 2012. The Unaudited Pro Forma Condensed Combined Statement of Operations of United and Continental for the year ended December 31, 2011 and the nine months ended September 30, 2012 combines the historical consolidated statement of operations of Continental and United for each period.

The Unaudited Pro Forma Condensed Combined Financial Statements of United and Continental were prepared by combining the historical financial information of both Continental and United. Pro forma statements that give effect to a business combination to be accounted for as a reorganization of entities under common control combine the historical financial statements of combining entities.

These Unaudited Pro Forma Condensed Combined Financial Statements have been developed from and should be read in conjunction with the consolidated financial statements of Continental and United contained in their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2011 and their respective Quarterly Reports on Form 10-Q for the nine months ended September 30, 2012. The Unaudited Pro Forma Condensed Combined Financial Statements of United and Continental are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of Continental or United would have been had the Airlines Merger occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET OF UNITED AND CONTINENTAL

September 30, 2012

In millions


	Historical
	Continental		United		Pro Forma Adjustments			Condensed Combined Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	2,119	$	3,005	$	—		$	5,124
Short-term investments		1,205		346		—			1,551

Total unrestricted cash, cash equivalents and short-term investments		3,324		3,351		—			6,675
Restricted cash		—		79		—			79
Receivables, less allowance for doubtful accounts		176		1,686		—			1,862
Aircraft fuel, spare parts and supplies, less obsolescence allowance		296		379		—			675
Deferred income taxes		331		316		—			647
Receivables from related parties		—		2,708		(2,485	)		223
Prepaid expenses and other		193		633		(11	)		815

		4,320		9,152		(2,496	)		10,976


Property and equipment, net		7,917		8,894		—			16,811

Other assets:
Goodwill		4,523		—		—			4,523
Intangibles, less accumulated amortization		2,411		2,241		(3	)		4,649
Receivables from related parties		—		448		(448	)		—
Restricted cash, cash equivalents and investments		116		275		—			391
Other, net		364		595		—			959

		7,414		3,559		(451	)		10,522

	$	19,651	$	21,605	$	(2,947	)	$	38,309

(continued on the next page)

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET OF UNITED AND CONTINENTAL

September 30, 2012

In millions


	Historical
	Continental			United			Pro Forma Adjustments			Condensed Combined Pro Forma
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Advance ticket sales	$	73		$	3,776		$	—		$	3,849
Frequent flyer deferred revenue		—			2,405			—			2,405
Accounts payable		767			1,426			—			2,193
Accrued salaries and benefits		568			760			—			1,328
Current maturities of long-term debt		726			978			—			1,704
Current maturities of capital leases		4			116			—			120
Payables to related parties		2,486			105			(2,485	)		106
Other		249			1,270			(11	)		1,508

		4,873			10,836			(2,496	)		13,213


Long-term debt		4,998			4,191			—			9,189
Long-term obligations under capital leases		176			652			—			828

Other liabilities and deferred credits:
Frequent flyer deferred revenue		—			2,839			—			2,839
Postretirement benefit liability		304			2,156			—			2,460
Pension liability		1,704			84			—			1,788
Advanced purchase of miles		—			1,581			—			1,581
Deferred income taxes		887			692			—			1,579
Payables to related parties		448			—			(448	)		—
Lease fair value adjustment, net		927			—			—			927
Other		404			1,044			—			1,448

		4,674			8,396			(448	)		12,622

Stockholder’s equity:
Common stock		—			—			—			—
Additional capital invested		4,165			3,442			—			7,607
Retained earnings (deficit)		1,008			(5,829	)		(3	)		(4,824	)
Accumulated other comprehensive loss		(243	)		(83	)		—			(326	)

		4,930			(2,470	)		(3	)		2,457

	$	19,651		$	21,605		$	(2,947	)	$	38,309

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS OF UNITED AND CONTINENTAL

Nine Months Ended September 30, 2012

In millions


	Historical
	Continental			United			Pro Forma Adjustments			Condensed Combined Pro Forma
Operating revenue:
Passenger-Mainline	$	9,304		$	10,587		$	—		$	19,891
Passenger-Regional		2,223			2,936			—			5,159

Total passenger revenue		11,527			13,523			—			25,050
Cargo		270			505			—			775
Other operating revenue		1,226			1,878			(472	)		2,632

		13,023			15,906			(472	)		28,457

Operating expenses:
Aircraft fuel		4,359			5,685			—			10,044
Salaries and related costs		2,692			3,166			100			5,958
Regional capacity purchase		735			1,152			—			1,887
Landing fees and other rent		670			807			(1	)		1,476
Aircraft maintenance materials and outside repairs		479			862			(33	)		1,308
Depreciation and amortization		442			695			—			1,137
Distribution expenses		512			526			—			1,038
Aircraft rent		513			234			—			747
Special charges		280			604			—			884
Other operating expenses		1,604			2,400			(538	)		3,466

		12,286			16,131			(472	)		27,945

Operating income (loss)		737			(225	)		—			512

Nonoperating income (expense):
Interest expense		(241	)		(395	)		—			(636	)
Interest capitalized		16			10			—			26
Interest income		11			5			—			16
Miscellaneous, net		14			(8	)		—			6

		(200	)		(388	)		—			(588	)

Income (loss) before income taxes		537			(613	)		—			(76	)
Income tax expense		3			8			—			11

Net income (loss)	$	534		$	(621	)	$	—		$	(87	)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS OF UNITED AND CONTINENTAL

Year ended December 31, 2011

In millions


	Historical
	Continental			United			Pro Forma Adjustments			Condensed Combined Pro Forma
Operating revenue:
Passenger-Mainline	$	11,816		$	14,153		$	6		$	25,975
Passenger-Regional		2,601			3,935			—			6,536

Total passenger revenue		14,417			18,088			6			32,511
Cargo		448			718			—			1,166
Special revenue item		19			88			—			107
Other operating revenue		1,291			2,261			(217	)		3,335

		16,175			21,155			(211	)		37,119

Operating expenses:
Aircraft fuel		5,294			7,080			—			12,374
Salaries and related costs		3,405			4,172			74			7,651
Regional capacity purchase		830			1,574			—			2,404
Landing fees and other rent		900			1,028			—			1,928
Aircraft maintenance materials and outside repairs		595			1,160			(11	)		1,744
Depreciation and amortization		626			921			(1	)		1,546
Distribution expenses		688			748			—			1,436
Aircraft rent		686			323			—			1,009
Special charges		159			433			—			592
Other operating expenses		2,042			2,829			(273	)		4,598

		15,225			20,268			(211	)		35,282

Operating income		950			887			—			1,837
Nonoperating income (expense):
Interest expense		(342	)		(595	)		—			(937	)
Interest capitalized		17			15			—			32
Interest income		10			10			—			20
Miscellaneous, net		(72	)		(33	)		—			(105	)

		(387	)		(603	)		—			(990	)

Income before income taxes		563			284			—			847
Income tax expense (benefit)		(6	)		3			—			(3	)

Net income	$	569		$	281		$	—		$	850

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF UNITED AND CONTINENTAL

Note 1. Basis of Presentation

The Company also expects in the future that it will merge Continental and United into one legal entity (the “Airlines Merger”). Once the Airlines Merger occurs, the financial statements of United and Continental will be combined for all periods presented from the date of the Merger at their historical cost, there will no longer be a requirement to separately report the historical financial statements of Continental, and United will be considered the predecessor.

The Unaudited Pro Forma Condensed Combined Balance Sheet of United and Continental combines the historical consolidated balance sheet of Continental and United on September 30, 2012. The Unaudited Pro Forma Condensed Combined Statement of Operations of United and Continental for the year ended December 31, 2011 and the nine months ended September 30, 2012 combines the historical consolidated statement of operations of Continental and United for the year ended December 31, 2011 and the nine months ended September 30, 2012, respectively.

The Unaudited Pro Forma Condensed Combined Financial Statements were prepared by combining the historical financial information of both Continental and United. Pro forma statements that give effect to a business combination to be accounted for as a reorganization of entities under common control generally only combine the historical financial statements of combining entities.

Note 2. Pro Forma Adjustments

The Unaudited Pro Forma Condensed Combined Financial Statements of United primarily reflect the elimination of transactions and account balances between Continental and United.


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