EX-10.4 5 ual_2021093010qex104.htm EX-10.4
Exhibit 10.4
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 8
to
PURCHASE AGREEMENT NUMBER 04761
between
THE BOEING COMPANY
and
United Airlines, Inc.
Relating to Boeing Model 737 MAX Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 8 (SA-8) , entered into as of September 8, 2021, by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
WHEREAS, Customer and Boeing entered into Purchase Agreement No. 04761 dated as of the 15 th day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 737 MAX aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement; and
WHEREAS, Customer and Boeing agree to *** 737-*** Aircraft as follows:

Manufacturer Serial Number | *** | ***
*** | *** | ***

UAL-PA-04761 SA-8, Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.
Supplemental Agreement No. 8 to
Purchase Agreement No. 04761
WHEREAS, Customer and Boeing agree to *** 737-*** Aircraft as follows:

*** |  |

WHEREAS, Customer and Boeing agree to revise certain ***.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-8”).
2.Tables.
2.1.The Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled Table 1 (identified by “SA-8”) to reflect the *** 737-*** Aircraft.
2.2.Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled Table 1 (identified by “SA-8”) to reflect the *** 737-*** Aircraft.
3.Letter Agreements.
Letter Agreement No. UAL-PA-04761-LA-1801469R2 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-1801469R3 titled “***” (identified by “SA-8”) to revise the *** for the 737-*** aircraft.
4.Miscellaneous.
4.1.The following letter agreements are deemed to revise references as follows:
UAL-PA-04761 SA-8, Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.
Supplemental Agreement No. 8 to
Purchase Agreement No. 04761

Description | Original Reference | Replacement Reference
Table 1: 737-*** Aircraft Delivery, Description, Price and *** AND Table 1: *** 737-*** Aircraft Delivery, Description, Price and *** | For each of the referenced Table 1’s, the cited footnote below (incorporated in such Table 1’s) references Letter Agreement UAL-PA-04761-LA-1801469R 2: ^ - *** | For each of the referenced Table 1’s, such cited footnote is deemed to reference Letter Agreement UAL-PA-04761-LA-1801469R3 as follows: ^ - ***
Table 1: 737-*** Aircraft Delivery, Description, Price, and *** | For the referenced Table 1, the cited footnote below which is incorporated into such Table 1 references Letter Agreement UAL-PA-04761-LA-1801469R 2: ^ - *** | For the referenced Table 1, such cited footnote is deemed to be revised to: i) reference Letter Agreement UAL-PA-04761-LA-1801469R3, and ii) revise the reference from “Table 1.1” to “Table 1”. The effect of such deemed revisions are incorporated as follows: ^ - - ***
Table 1: 737-*** Aircraft Delivery, Description, Price, and *** AND *** 737-*** Aircraft Delivery, Description, Price, and *** AND *** 737-*** Aircraft Delivery, Description, Price, and *** | For each of the referenced Table 1’s, the cited footnote below (incorporated in such Table 1’s) references Letter Agreement UAL-PA-04761-LA-1801469R 2: ^ - *** | For each of the referenced Table 1’s, such cited footnote is deemed to reference Letter Agreement UAL-PA-04761-LA-1801469R3 as follows: ^ - ***
Table 2 737-*** Aircraft Delivery, Description, Price, and *** | For the referenced Table 2, the cited footnote below (incorporated in such Table 1’s) references Letter Agreement UAL-PA-04761-LA-1801469R 2: ^ - *** | For the referenced Table 2, such cited footnote is deemed to reference Letter Agreement UAL-PA-04761-LA-1801469R3 as follows: ^ - ***

UAL-PA-04761 SA-8, Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.
Supplemental Agreement No. 8 to
Purchase Agreement No. 04761

Attachment A-1 to Letter Agreement 1807022R5 titled “*** Aircraft – 737-***” *** 737-*** Aircraft Delivery, Description, Price and *** | Such Attachment A-1 incorporates the following footnote which references Letter Agreement UAL-PA-04761-LA-1801469R 2: ^ - *** | Such cited footnote is deemed to reference Letter Agreement UAL-PA-04761-LA-1801469R 3 as follows: ^ - ***
Attachment E to Letter Agreement 1807420R1 titled “Aircraft Model ***” Form of Table 2: 737-*** Aircraft Delivery, Description, Price, and *** | Such Attachment E incorporates the following footnote which references Letter Agreement UAL-PA-04761-LA-1801469R 2: ^ - *** | Such cited footnote is deemed to reference Letter Agreement UAL-PA-04761-LA-1801469R3 as follows: ^ - ***

4.2.If Boeing or Customer determines that references described in Section 4 of this Supplemental Agreement No. 8 should be further amended, then Boeing and Customer will work together for a mutually agreeable solution.
The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.
The rest of the page is intentionally blank. Signature page follows.
UAL-PA-04761 SA-8, Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY

CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.
Supplemental Agreement No. 8 to
Purchase Agreement No. 04761
EXECUTED IN DUPLICATE as of the day and year first written above.

THE BOEING COMPANY |  | UNITED AIRLINES, INC.
/s/ Irma L. Krueger |  | /s/ Ted Davidson
Signature |  | Signature
Irma L. Krueger |  | Ted Davidson
Printed Name |  | Printed Name
Attorney-in-Fact |  | Vice President - Procurement
Title |  | Title

UAL-PA-04761 SA-8, Page 5
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES | SA NUMBER |
Article 1. | Quantity, Model and Description |  |
Article 2. | Delivery Schedule |  |
Article 3. | Price |  |
Article 4. | Payment |  |
Article 5. | Additional Terms |  |
TABLE |  |
1. | 737-*** Aircraft Delivery, Description, Price and *** | SA-6 & SA-8§4.1 |
1. | *** 737-*** Aircraft Delivery, Description, Price and *** | SA-8 |
1 | *** 737-*** Aircraft Delivery, Description, Price and *** | SA-7 & SA-8§4.1 |
1. | 737-*** Aircraft Delivery, Description, Price and *** | SA-5 & SA-8§4.1 |
1. | *** 737-*** Aircraft Delivery, Description, Price and *** | SA-8 |
1. | 737-*** Aircraft Delivery, Description, Price and *** | SA-5 & SA-8§4.1 |
1. | *** 737-*** Aircraft Delivery, Description, Price and *** | SA-6 & SA-8§4.1 |
1. | *** 737-*** Aircraft Delivery, Description, Price and *** | SA-6 & SA-8§4.1 |
2. | 737-*** Aircraft Delivery, Description, Price and *** | SA-7 & SA-8§4.1 |

UAL-PA-04761 Table of Contents, Page 1 of 5 SA-8
BOEING / UNITED AIRLINES, INC. PROPRIETARY

CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.

TABLE OF CONTENTS, CONTINUED |
EXHIBITS | SA NUMBER |
A | 737-8 Aircraft Configuration | SA-7 |
A | 737-9 Aircraft Configuration | SA-1 |
A | 737-*** Aircraft Configuration | SA-5 |
A | 737-10 Aircraft Configuration | SA-6 |
B. | Aircraft Delivery Requirements and Responsibilities |  |

SUPPLEMENTAL EXHIBITS | SA NUMBER
AE1. | ***Airframe and *** Features for the 737MAX Aircraft |
BFE1. | BFE Variables 737-8 Aircraft | SA-2
BFE1. | BFE Variables 737-9 Aircraft | SA-1
BFE1. | BFE Variables 737-10 Aircraft | SA-2
EE1. | Engine Warranty and *** |
SLP1. | Service Life Policy Components |
LETTER AGREEMENTS | SA NUMBER
UAL-PA-04761-LA-1801463R3 | *** Matters | SA-6
UAL-PA-04761-LA-1801464 | Demonstration Flight Waiver |
UAL-PA-04761-LA-1801465R2 | Open Matters 737-9 and 737-10 Aircraft | SA-5
UAL-PA-04761-LA-1801466 | Seller Purchased Equipment | SA-5
UAL-PA-04761-LA-1801467R4 | Special Matters – 737 MAX Aircraft | SA-6

UAL-PA-04761 Table of Contents, Page 2 of 5 SA-8
BOEING / UNITED AIRLINES, INC. PROPRIETARY

CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.

UAL-PA-04761-LA-1801468 | *** |
UAL-PA-04761-LA-1801469R3 | *** | SA-8
TABLE OF CONTENTS, CONTINUED
LETTER AGREEMENTS | SA NUMBER
UAL-PA-04761-LA-1801470 | Privileged and Confidential Matters |
UAL-PA-04761-LA-1801471 | AGTA Matters |
UAL-PA-04761-LA-1801472 | Assignment Matters |
UAL-PA-04761-LA-1801473 | 737-10 Aircraft *** |
UAL-PA-04761-LA-1801474R1 | *** for the 737-10 Aircraft | SA-7
UAL-PA-04761-LA-1801475 | Loading of Customer Software |
UAL-PA-04761-LA-1801476 | Installation of Cabin Systems Equipment |
UAL-PA-04761-LA-1801477 | Special Customer Support Matters |
UAL-PA-04761-LA-1801478R1 | Delivery *** Matters | SA-6
UAL-PA-04761-LA-1807022R5 | *** Aircraft – 737-*** | SA-6 & SA-8§4.1
UAL-PA-04761-LA-1807420R1 | 737-*** and 737-*** Aircraft Model *** | SA-6 & SA-8§4.1
UAL-PA-04761-LA-1807490R1 | 737-*** Aircraft and 737-*** Aircraft *** | SA-2
UAL-PA-04761-LA-1900347 | 737-*** | SA-6
UAL-PA-04761-LA-2001831R1 | Certain Special Matters | SA-4
UAL-PA-04761-LA-2100095 | *** Matters for the 737-*** Aircraft | SA-5
UAL-PA-04761-LA-2100096R1 | Certain Special Matters for the 737-*** Aircraft and for the *** 737-*** Aircraft | SA-7

UAL-PA-04761 Table of Contents, Page 3 of 5 SA-8
BOEING / UNITED AIRLINES, INC. PROPRIETARY

CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.

UAL-PA-04761-LA-2100136 | Open Matters Relating to *** Model 737-*** Aircraft | SA-5
UAL-PA-04761-LA-2100718R1 | Special Matters Relating to *** 737-*** Aircraft | SA-6
TABLE OF CONTENTS, CONTINUED
LETTER AGREEMENTS | SA NUMBER
UAL-PA-04761-LA-2103100 | Airline Operational Efficacy Matters | SA-6
UAL-PA-04761-LA-2103236 | *** | SA-6

UAL-PA-04761 Table of Contents, Page 4 of 5 SA-8
BOEING / UNITED AIRLINES, INC. PROPRIETARY

CONFIDENTIAL TREATMENT REQUESTED BY UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES, INC.

SUPPLEMENTAL AGREEMENTS | DATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . December 12, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . March 20, 2020
Supplemental Agreement No. 4 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . June 30, 2020
Supplemental Agreement No. 5 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . February 26, 2021
Supplemental Agreement No. 6 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . June 27, 2021
Supplemental Agreement No. 7 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . August 12, 2021
Supplemental Agreement No. 8 . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . September 8, 2021

UAL-PA-04761 Table of Contents, Page 5 of 5 SA-8
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Table 1 To Purchase Agreement No. 04761
*** 737-*** Aircraft Delivery, Description, Price and ***
| Airframe Model/MTOW: | 737-*** | *** pounds | ^ |  | Detail Specification: |  |  | *** | ***
| Engine Model/Thrust: | *** | *** pounds | + |  | Airframe Price Base Year/*** Formula: | *** | ***
| Airframe Price: |  | $*** |  |  | Engine Price Base Year/*** Formula: |  | *** | ***
| *** Features: |  |  | $*** |  |  |  |  |  |  |
| Sub-Total of Airframe and Features: | $*** |  |  | Airframe *** 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: |  | $*** |  |  |  |  |  |  |
# of Aircraft | *** Delivery Month |  | *** | Manufacturer Serial Number |  | Actual or Nominal Delivery **** | *** Estimate | *** Per Aircraft (Amts. Due/***. Prior to Delivery): |
Number of | Factor |  | *** Base | *** | *** | *** | ***
Aircraft | (Airframe) | *** Forecast | Price Per A/P | ***% | ***% | ***% | ***%
*** | *** | *** | *** | *** | *** | *** | *** | $*** | $*** | $*** | $***
Total: | *** |  |  |  |  |  |  |  |
| * Nominal *** pursuant to Letter Agreement number UAL-PA-04761-LA-1801465R2 entitled "Open Matters 737-10 Aircraft", as may be subsequently amended.
| Note: Serial Numbers above, if any are included, are provided as guidance only and are subject to change until delivery. |  |
| ^ - ***
| + - *** |  |  |  |  |  |  |  |  |  |
| Note: *** |  |  |  |  |  |  |  |  |  |

UAL-PA-04761 APR: 117225.TXT Incremental 737-8 Aircraft
Boeing / United Airlines, Inc. Proprietary Table 1, SA-8, Page 1

Table 1 To Purchase Agreement No. 04761
*** 737-*** Aircraft Delivery, Description, Price and ***
| Airframe Model/MTOW: | 737-*** | *** pounds | ^ | Detail Specification: |  |  | *** | 4Q11 External Fcst~4Q11 External Fcst - Engines
| Engine Model/Thrust: | *** | *** pounds | + | Airframe Price Base Year/*** Formula: | *** | ***
| Airframe Price: |  | $*** |  | Engine Price Base Year/*** Formula: |  | *** | ***
| *** Features: |  |  | $*** |  |  |  |  |  |
| Sub-Total of Airframe and Features: | $*** |  | Airframe *** 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: |  | $*** |  |  |  |  |  |
# of Aircraft | Delivery Date |  | *** | Manufacturer Serial Number | Actual or Nominal Delivery **** | *** Estimate | *** Per Aircraft (Amts. Due/*** Prior to Delivery): |
Number of | Factor | *** Base | *** | *** | *** | ***
Aircraft | *** | Price Per A/P | ***% | ***% | ***% | ***%
*** | *** | *** | *** | *** | *** | $*** | $*** | $*** | $*** | $***
Total in this Table: | *** |  |  |  |  |  |  |
| * Nominal delivery ***, pursuant to Letter Agreement number UAL-PA-04761-LA-1801465R2 entitled "Open Matters 737-9 and 737-10 Aircraft", including successors thereof.
| Note: Serial Numbers are provided as guidance only and are subject to change. |  |
| ^ - ***
| + - *** |  |  |  |  |  |  |  |  |

UAL-PA-04761 APR: 116759 ***737-*** Aircraft
Boeing / United Airlines, Inc. Proprietary Table 1 per SA-8, Page 1

The Boeing Company
P.O. Box 3707
Seattle, WA 98124 2207
UAL-PA-04761-LA-1801469R3
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject: ***
Reference: Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801469R2.
Subject to the terms, provisions, and conditions described herein, ***
UAL-PA-04761-LA-1801469R3 SA-8
*** Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

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. *** not later than *** after receipt of Customer's ***.
2.***.
At the time of delivery of each Covered Aircraft, or *** after delivery of a Covered Aircraft, ***Customer. Such *** shall be ***, identifying the Covered Aircraft Manufacturer's Serial Number (MSN), the delivery date and the Effective Date of the ***
3.***.
Customer shall *** in accordance with either the *** set forth below, at Customer's option.
***
5.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-04761-LA-1801470.
Very truly yours,

THE BOEING COMPANY
By: | /s/ Irma L. Krueger
Its: | Attorney-in-Fact

UAL-PA-04761-LA-1801469R3 SA-8
*** Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

ACCEPTED AND AGREED TO this
Date: | September 8, 2021
UNITED AIRLINES, INC.
By: | /s/ Ted Davidson
Its: | Vice President – Procurement

UAL-PA-04761-LA-1801469R3 SA-8
*** Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A to Letter Agreement UAL-PA-04761-LA-1801469R3
Date: ____________________
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Technical Department
Reference: Letter Agreement UAL-PA-04761-LA-1801469R3 to Purchase Agreement 04761
***
Very truly yours,
THE BOEING COMPANY
By: __________________
Its: __________________
Attachment A to UAL-PA-04761-LA-1801469R3 SA-8
Lease of Additional Gross Weight Provisions Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A: to Letter Agreement UAL-PA-04761-LA-1801469R3
***
***
Attachment A to UAL-PA-04761-LA-1801469R3 SA-8
*** Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment B to Letter Agreement UAL-PA-04761-LA-1801469R3
***
Attachment B to UAL-PA-04761-LA-1801469R3 SA-8
*** Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY