Supplemental Agreement No. 11 to Purchase Agreement No. 2484 between The Boeing Company and United Airlines, Inc. Relating to Boeing Model 787 Aircraft

Exhibit 10.3

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.

Supplemental Agreement No. 11

Purchase Agreement No. 2484

between

The Boeing Company

and

United Airlines, Inc.

Relating to Boeing Model 787 Aircraft

THIS SUPPLEMENTAL AGREEMENT entered into as of April 30, 2015, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC. (a Delaware corporation) (Customer);

WHEREAS, the parties hereto entered into Purchase Agreement No. 2484 dated December 29, 2004, as amended and supplemented (Purchase Agreement), relating to Boeing model 787 aircraft (Aircraft);

WHEREAS, Boeing and Customer agree to add the following *** firm model 787-9 Aircraft to the Purchase Agreement (Block C Aircraft):


Serial Number		Delivery Month
***		****

*	Aircraft *, and in the case of the * Aircraft bearing serial numbers * and * model 787-9 Aircraft ***.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:

1.	Table of Contents and Articles.

The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-11”).


P.A. 2484				SA-11, Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Table.

“Table 1”, 787-9 Aircraft Delivery, Description, Price and Advance Payments, is deleted in its entirety and replaced with the attached “Table 1”, 787-9 Aircraft Delivery, Description, Price and Advance Payments, (identified by “SA-11”).

3.	Letter Agreements.

For purposes of Letter Agreement 6-1162-RCN-1937, Performance Guarantees – Block B Aircraft, and Letter Agreement 6-1162-RCN-1939, *** – Block B Aircraft, the *** Aircraft shall be considered *** Aircraft.

The Purchase Agreement will be deemed to be supplemented to the extent herein provided as of the date hereof and as so supplemented will continue in full force and effect.

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


THE BOEING COMPANY		UNITED AIRLINES, INC.

/s/ Xxxxxxx XxXxxxxx		/s/ Xxxxxx Xxxxxxxx
Signature		Signature

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


P.A. 2484				SA 11, Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS


		SA NUMBER
ARTICLES
Article 1.	Quantity, Model and Description		SA-8
Article 2.	Delivery Schedule		SA-8
Article 3.	Price		SA-8
Article 4.	Payment		SA-8
Article 5.	Additional Terms		SA-8

TABLE
1.	Aircraft Information Table		SA-11

EXHIBITS
A1.	787-8 Aircraft Configuration		SA-6
A2.	787-9 Aircraft Configuration		SA-10
B.	Aircraft Delivery Requirements and Responsibilities		SA-1

SUPPLEMENTAL EXHIBITS
AE1.	Escalation Adjustment/Airframe and Optional Features		SA-1
BFE1.	BFE Variables		SA-8
CS1.	Customer Support Document		XX-0
XX0.	Engine Escalation/Engine Warranty ***		SA-2
SLP1.	Service Life Policy Components		SA-1

LETTER AGREEMENTS
6-1162-MSA-546R4	Open Configuration Matters		SA-6
6-1162-MSA-547R5	Option Aircraft		SA-8
	Attachment A (deleted)		XX-0
	Xxxxxxxxxx X		XX-0
0-0000-XXX-000	Xxxxx Parts Initial Provisioning		SA-1
6-1162-AJH-921	787 e-Enabling		SA-6


P.A. 2484	TABLE OF CONTENTS, Page 1 of 0	XX-00
XXXXXX / XXXXXX XXXXXXXX, INC. PROPRIETARY

TABLE OF CONTENTS, CONTINUED


		SA NUMBER
LETTER AGREEMENTS, continued
6-1162-AJH-922 6-1162-AJH-923	Special Matters Relating to COTS Software and End User License Agreements Special Terms – Seats and In-flight Entertainment		SA-6 SA-6
6-1162-RCN-1940	Model 787 Post-Delivery Software & Data Loading		SA-7

CONFIDENTIAL LETTER AGREEMENTS

6-1162-MSA-550	Spare Parts Commitments		SA-1
6-1162-MSA-551R2	Performance Guarantees		SA-5
6-1162-MSA-552R7	Special Matters		SA-9
6-1162-MSA-552A1	Special Matters – Amendment 1		SA-10
6-1162-MSA-553R1	Open Matters		SA-1
6-1162-MSA-554R4	Model Substitution		SA-8
6-1162-MSA-555	Promotional Support		SA-1
6-1162-RCN-1936	Other Special Matters		SA-7
6-1162-RCN-1936A1	Other Special Matters - Amendment 1		SA-8
6-1162-RCN-1937	Performance Guarantees – Block B Aircraft		SA-7
6-1162-RCN-1938	*** – Block B Aircraft - TERMINATED		SA-8
6-1162-RCN-1939	*** — Xxxxx X Xxxxxxxx		XX-0
XXX-XX-0000-XX-0000000 CAL-PA-2484-LA-1302613 CAL-PA-2484-LA-1500016	Aircraft Acceleration from November 2014 to October 2014 Cabin Systems Equipment Demonstration Flight Waiver		SA-9 SA-10 SA-10


P.A. 2484	TABLE OF CONTENTS, Page 2 of 0	XX-00
XXXXXX / XXXXXX XXXXXXXX, INC. PROPRIETARY

TABLE OF CONTENTS, CONTINUED


SUPPLEMENTAL AGREEMENTS		DATED AS OF:

Supplemental Agreement No. 1		June 30, 2005

Supplemental Agreement No. 2		January 20, 2006

Supplemental Agreement No. 3		May 3, 2006

Supplemental Agreement No. 4		July 14, 2006

Supplemental Agreement No. 5		March 12, 2007

Supplemental Agreement No. 6		November 15, 2007

Supplemental Agreement No. 7		November 7, 2012

Supplemental Agreement No. 8		June 17, 2013

Supplemental Agreement No. 9		June 6, 2014

Supplemental Agreement No. 10		January 14, 2015

Supplemental Agreement No. 11		April 30, 2015


P.A. 2484	TABLE OF CONTENTS, Page 3 of 0	XX-00
XXXXXX / XXXXXX XXXXXXXX, INC. PROPRIETARY

Table 1

Purchase Agreement No. 2484

787-9 Aircraft Delivery, Description, Price and Advance Payments

(787-9/GE/***)

Airframe Model/MTOW:

787-9

*** pounds¹

Detail Specification:

***

Engine Model/Thrust:

GENX-1B***²

*** 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:

In-Flight Entertainment (IFE) Estimate:

$***

Base Year Index (ECI):

***

Base Year Index (CPI):

***

Scheduled

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):

***
***

Block A Aircraft ^{1, 2}

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

***

$***

Block B Aircraft^{1, 2}

***

$***

Block C Aircraft ^{1, 2, 3}

***

$***

***

$***

Total 787-9s

¹	*** provided in accordance with Article 3.2 of Letter Agreement 6-1162-RCN-1936.

²	* to deliver *.

³	The * Aircraft shall be considered * Aircraft for purposes of Letter Agreement 0-0000-0000, Performance Guarantees — Block B Aircraft, and Letter Agreement 6-1162-RCN, *** — Block B Aircraft.


CAL-PA-2484, APR 71359		Boeing / United Airlines, Inc. Proprietary		787-9 Table 1, Page 1, SA-11

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Table of Contents

Supplemental Agreement No. 11 to Purchase Agreement No. 2484 between The Boeing Company and United Airlines, Inc. Relating to Boeing Model 787 Aircraft

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