United Airlines, Inc. Sample Contracts

United Airlines, Inc. – Supplemental Agreement No. 10 (February 28th, 2019)

THIS SUPPLEMENTAL AGREEMENT No. 10 (SA-10), entered into as of November 1, 2018, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC. (Customer);

United Airlines, Inc. – As part of the overall awards package for Management co-workers, United Airlines, Inc. (the “Company”) offers the United Airlines, Inc. Cash Direct & Cash Match Program (the “Program”). The purpose of the Program is to pay direct and matching contributions to eligible employees in cash where, as a result of IRS limits, such contributions cannot be made to the applicable Company 401(k) plan. This Program is intended to provide all Management benefits-eligible co- workers the same opportunity to receive Company contributions to their retirement savings based upon their total eligible cash compens (February 28th, 2019)
United Airlines, Inc. – Supplemental Agreement No. 12 (February 28th, 2019)

THIS SUPPLEMENTAL AGREEMENT, entered into as of December 12, 2018, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC. (Customer) (SA‑12);

United Airlines, Inc. – PERFORMANCE-BASED RSU AWARD NOTICE (February 28th, 2019)
United Airlines, Inc. – FIRST AMENDMENT TO (February 28th, 2019)

WHEREAS, the United Continental Holdings, Inc. Performance-Based RSU Program (the “Program”) has heretofore been adopted by the Compensation Committee (the “Committee”) of the Board of Directors of United Continental Holdings, Inc. to implement in part the “RSU” provisions of the United Continental Holdings, Inc. 2017 Incentive Compensation Plan;

United Airlines, Inc. – Supplemental Agreement No. 11 (February 28th, 2019)

THIS SUPPLEMENTAL AGREEMENT No. 11 (SA-11), entered into as of December 12, 2018, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC. (Customer);

United Airlines, Inc. – DEPOSIT AGREEMENT (Class A) Dated as of February 11, 2019 between U.S. BANK NATIONAL ASSOCIATION as Escrow Agent and SUMITOMO MITSUI BANKING CORPORATION, ACTING THROUGH ITS NEW YORK BRANCH, as Depositary (February 14th, 2019)

DEPOSIT AGREEMENT (Class A) dated as of February 11, 2019 (as amended, modified or supplemented from time to time, this “Agreement”) between U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the “Escrow Agent”), and SUMITOMO MITSUI BANKING CORPORATION, ACTING THROUGH ITS NEW YORK BRANCH, a joint stock corporation with limited liability organized and existing under the laws of Japan and licensed under the laws of the State of New York, as depositary bank (the “Depositary”).

United Airlines, Inc. – REVOLVING CREDIT AGREEMENT (2019-1A) dated as of February 11, 2019 between WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent, as Agent and Trustee for the United Airlines Pass Through Trust 2019-1A, as Borrower and NATIONAL AUSTRALIA BANK LIMITED, ACTING THROUGH ITS NEW YORK BRANCH as Liquidity Provider Relating to United Airlines Pass Through Trust 2019-1A 4.55% United Airlines Pass Through Certificates, Series 2019-1A (February 14th, 2019)

THIS REVOLVING CREDIT AGREEMENT (2019-1A) dated as of February 11, 2019 (the “Agreement”), between WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class A Trust (as defined below) (the “Borrower”), and NATIONAL AUSTRALIA BANK LIMITED, an Australian corporation, acting through its New York branch (the “Liquidity Provider”).

United Airlines, Inc. – TRUST SUPPLEMENT No. 2019-1A-O Dated as of February 11, 2019 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and UNITED AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of October 3, 2012 United Airlines Pass Through Trust 2019-1A-O 4.55% United Airlines Pass Through Certificates, Series 2019-1A-O (February 14th, 2019)

This Trust Supplement No. 2019-1A-O, dated as of February 11, 2019 (herein called the “Trust Supplement”), between United Airlines, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association (the “Trustee”), to the Pass Through Trust Agreement, dated as of October 3, 2012, between the Company (formerly known as Continental Airlines, Inc.) and the Trustee (the “Basic Agreement”).

United Airlines, Inc. – TRUST SUPPLEMENT No. 2019-1AA-O Dated as of February 11, 2019 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and UNITED AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of October 3, 2012 United Airlines Pass Through Trust 2019-1AA-O 4.15% United Airlines Pass Through Certificates, Series 2019-1AA-O (February 14th, 2019)

This Trust Supplement No. 2019-1AA-O, dated as of February 11, 2019 (herein called the “Trust Supplement”), between United Airlines, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association (the “Trustee”), to the Pass Through Trust Agreement, dated as of October 3, 2012, between the Company (formerly known as Continental Airlines, Inc.) and the Trustee (the “Basic Agreement”).

United Airlines, Inc. – INTERCREDITOR AGREEMENT Dated as of February 11, 2019 AMONG WILMINGTON TRUST, NATIONAL ASSOCIATION not in its individual capacity but solely as Trustee under the United Airlines Pass Through Trust 2019-1AA and United Airlines Pass Through Trust 2019-1A NATIONAL AUSTRALIA BANK LIMITED, ACTING THROUGH ITS NEW YORK BRANCH as Class AA Liquidity Provider and as Class A Liquidity Provider AND WILMINGTON TRUST, NATIONAL ASSOCIATION not in its individual capacity except as expressly set forth herein but solely as Subordination Agent and Trustee (February 14th, 2019)

INTERCREDITOR AGREEMENT (this “Agreement”) dated as of February 11, 2019, among WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), not in its individual capacity but solely as Trustee of each Trust (each as defined below); NATIONAL AUSTRALIA BANK LIMITED, an Australian corporation, acting through its New York branch, as Class AA Liquidity Provider and as Class A Liquidity Provider; and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof, the “Subordination Agent”).

United Airlines, Inc. – ESCROW AND PAYING AGENT AGREEMENT (Class AA) Dated as of February 11, 2019 among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent CITIGROUP GLOBAL MARKETS INC. and CREDIT SUISSE SECURITIES (USA) LLC for themselves and on behalf of the several Underwriters WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of United Airlines Pass Through Trust 2019-1AA-O as Pass Through Trustee and WILMINGTON TRUST, NATIONAL ASSOCIATION as Paying Agent (February 14th, 2019)

ESCROW AND PAYING AGENT AGREEMENT (Class AA) dated as of February 11, 2019 (as amended, modified or supplemented from time to time, this “Agreement”), among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); CITIGROUP GLOBAL MARKETS INC. and CREDIT SUISSE SECURITIES (USA) LLC, for themselves and on behalf of the several Underwriters of the Certificates referred to below (the “Underwriters” and together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee”) under the Pass Through Trust Agreement referred to belo

United Airlines, Inc. – NOTE PURCHASE AGREEMENT Dated as of February 11, 2019 Among UNITED AIRLINES, INC., WILMINGTON TRUST, NATIONAL ASSOCIATION, as Pass Through Trustee under each of the Pass Through Trust Agreements WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Paying Agent (February 14th, 2019)

TRUST INDENTURE AND MORTGAGE [        ], dated as of [        ] (this “Trust Indenture”), between UNITED AIRLINES, INC., a Delaware corporation (“Owner”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee hereunder (together with its successors hereunder, the “Mortgagee”).

United Airlines, Inc. – UNITED AIRLINES, INC. United Airlines Pass Through Certificates, Series 2019-1AA-O United Airlines Pass Through Certificates, Series 2019-1A-O UNDERWRITING AGREEMENT January 28, 2019 (February 14th, 2019)
United Airlines, Inc. – DEPOSIT AGREEMENT (Class AA) Dated as of February 11, 2019 between as Escrow Agent and SUMITOMO MITSUI BANKING CORPORATION, ACTING THROUGH ITS NEW YORK BRANCH, as Depositary (February 14th, 2019)

DEPOSIT AGREEMENT (Class AA) dated as of February 11, 2019 (as amended, modified or supplemented from time to time, this “Agreement”) between U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the “Escrow Agent”), and SUMITOMO MITSUI BANKING CORPORATION, ACTING THROUGH ITS NEW YORK BRANCH, a joint stock corporation with limited liability organized and existing under the laws of Japan and licensed under the laws of the State of New York, as depositary bank (the “Depositary”).

United Airlines, Inc. – TRUST SUPPLEMENT No. 2019-1AA-S Dated as of February 11, 2019 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and UNITED AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of October 3, 2012 United Airlines Pass Through Trust 2019-1AA-S 4.15% United Airlines Pass Through Certificates, Series 2019-1AA-S (February 14th, 2019)

This Trust Supplement No. 2019-1AA-S, dated as of February 11, 2019 (herein called the “Trust Supplement”), between United Airlines, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association (the “Trustee”), to the Pass Through Trust Agreement, dated as of October 3, 2012, between the Company (formerly known as Continental Airlines, Inc.) and the Trustee (the “Basic Agreement”).

United Airlines, Inc. – REVOLVING CREDIT AGREEMENT (2019-1AA) dated as of February 11, 2019 between WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent, as Agent and Trustee for the United Airlines Pass Through Trust 2019-1AA, as Borrower and NATIONAL AUSTRALIA BANK LIMITED, ACTING THROUGH ITS NEW YORK BRANCH as Liquidity Provider Relating to United Airlines Pass Through Trust 2019-1AA 4.15% United Airlines Pass Through Certificates, Series 2019-1AA (February 14th, 2019)

THIS REVOLVING CREDIT AGREEMENT (2019-1AA) dated as of February 11, 2019 (the “Agreement”), between WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class AA Trust (as defined below) (the “Borrower”), and NATIONAL AUSTRALIA BANK LIMITED, an Australian corporation, acting through its New York branch (the “Liquidity Provider”).

United Airlines, Inc. – ESCROW AND PAYING AGENT AGREEMENT (Class A) Dated as of February 11, 2019 among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent CITIGROUP GLOBAL MARKETS INC. and CREDIT SUISSE SECURITIES (USA) LLC for themselves and on behalf of the several Underwriters WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of United Airlines Pass Through Trust 2019-1A-O as Pass Through Trustee and WILMINGTON TRUST, NATIONAL ASSOCIATION as Paying Agent (February 14th, 2019)

ESCROW AND PAYING AGENT AGREEMENT (Class A) dated as of February 11, 2019 (as amended, modified or supplemented from time to time, this “Agreement”), among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); CITIGROUP GLOBAL MARKETS INC. and CREDIT SUISSE SECURITIES (USA) LLC, for themselves and on behalf of the several Underwriters of the Certificates referred to below (the “Underwriters” and together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee”) under the Pass Through Trust Agreement referred to below

United Airlines, Inc. – TRUST SUPPLEMENT No. 2019-1A-S Dated as of February 11, 2019 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and UNITED AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of October 3, 2012 United Airlines Pass Through Trust 2019-1A-S 4.55% United Airlines Pass Through Certificates, Series 2019-1A-S (February 14th, 2019)

This Trust Supplement No. 2019-1A-S, dated as of February 11, 2019 (herein called the “Trust Supplement”), between United Airlines, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association (the “Trustee”), to the Pass Through Trust Agreement, dated as of October 3, 2012, between the Company (formerly known as Continental Airlines, Inc.) and the Trustee (the “Basic Agreement”).

United Airlines, Inc. – February 11, 2019 (February 11th, 2019)
United Airlines, Inc. – 4Q / FY 2018 Earnings Call January 16, 2019 Certain statements included in this presentation are forward-looking and thus reflect our current expectations and beliefs with respect to certain current and future events and anticipated financial and operating 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,” “ (January 16th, 2019)
United Airlines, Inc. – Investor Update Issue Date: January 15, 2019 (January 15th, 2019)

This investor update provides guidance and certain forward-looking statements about United Continental Holdings, Inc. (the “Company” or “UAL”). The information in this investor update contains the preliminary financial and operational outlook for the Company for first-quarter and full-year 2019, among other items.

United Airlines, Inc. – News Release United AirlinesWorldwide Media Relations872.825.8640media.relations@united.com (January 15th, 2019)

CHICAGO, Jan. 15, 2019 - In a departure from industry trends, United (UAL) announced today that its fourth-quarter unit revenue came in at the high end of its guidance range and also exceeded its full-year adjusted diluted earnings per share target laid out last January. UAL reported full-year net income of $2.1 billion, diluted earnings per share of $7.70 (a 9.1 percent increase year-over-year), pre-tax earnings of $2.7 billion and pre-tax margin of 6.4 percent. UAL reported adjusted full-year net income of $2.5 billion, adjusted pre-tax earnings of $3.2 billion and adjusted pre-tax margin of 7.7 percent.1 UAL increased its full-year 2018 adjusted diluted earnings per share outlook three times during the year despite a $2.4 billion year-over-year headwind from fuel. Full-year adjusted diluted earnings per share increased 33.5 percent year-over-year to $9.13, above the high end of the company's most recent guidance range.1

United Airlines, Inc. – News Release United Airlines Worldwide Media Relations 872.825.8640 media.relations@united.com (January 9th, 2019)

UAL’s December 2018 consolidated traffic (revenue passenger miles) increased 6.9 percent and consolidated capacity (available seat miles) increased 6.4 percent versus December 2017. UAL’s December 2018 consolidated load factor increased 0.4 points compared to December 2017.

United Airlines, Inc. – News Release United AirlinesWorldwide Media Relations872.825.8640media.relations@united.com (January 7th, 2019)

CHICAGO, Jan. 7, 2019– United Airlines will hold a conference call to discuss fourth-quarter and full-year 2018 financial results on Wednesday, January 16, at 9:30 a.m. CT/10:30 a.m. ET. A live, listen-only webcast of the conference call will be available at ir.united.com. The company will issue its fourth-quarter and full-year 2018 financial results and first-quarter 2019 investor update after market close on Tuesday, January 15.

United Airlines, Inc. – News Release United Airlines Worldwide Media Relations 872.825.8640 media.relations@united.com (December 10th, 2018)

UAL’s November 2018 consolidated traffic (revenue passenger miles) increased 7.1 percent and consolidated capacity (available seat miles) increased 5.5 percent versus November 2017. UAL’s November 2018 consolidated load factor increased 1.2 points compared to November 2017.

United Airlines, Inc. – United Airlines Expands Partnership With Copa and Avianca to Better Serve Customers Traveling Between U.S. and Latin America Proposed joint business agreement expected to benefit U.S. consumers and communities by spurring economic growth, improving the travel experience and offering many more choices for Latin America travel (November 30th, 2018)

CHICAGO, Nov. 30 — United Airlines today announced it has reached an agreement with Compañía Panameña de Aviación, S.A. (Copa), Aerovías del Continente Americano S.A. (Avianca) and many of Avianca’s affiliates, for a joint business agreement (JBA) that, pending government approval, is expected to provide substantial benefits for customers, communities and the marketplace for air travel between the United States and 19 countries in Central and South America.

United Airlines, Inc. – News Release United Airlines Worldwide Media Relations 872.825.8640 media.relations@united.com (November 8th, 2018)

UAL’s October 2018 consolidated traffic (revenue passenger miles) increased 7.5 percent and consolidated capacity (available seat miles) increased 5.9 percent versus October 2017. UAL’s October 2018 consolidated load factor increased 1.2 points compared to October 2017.

United Airlines, Inc. – Third-Quarter 2018 Earnings Call October 17, 2018 Certain statements included in this presentation are forward-looking and thus reflect our current expectations and beliefs with respect to certain current and future events and anticipated financial and operating 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,” “anticipat (October 17th, 2018)
United Airlines, Inc. – Supplemental Agreement No. 11 to Purchase Agreement No. 03776 between The Boeing Company and United Airlines, Inc. Relating to Boeing Model 737 *** Aircraft (October 17th, 2018)

THIS SUPPLEMENTAL AGREEMENT, entered into as of September 25, 2018, by and between THE BOEING COMPANY (Boeing) and UNITED AIRLINES, INC. (Customer) (SA-11);

United Airlines, Inc. – News Release United AirlinesWorldwide Media Relations872.825.8640media.relations@united.com (October 16th, 2018)

CHICAGO, Oct. 16, 2018 - United Airlines (UAL) today announced its third-quarter 2018 financial results, reporting third-quarter net income of $836 million, diluted earnings per share of $3.06, pre-tax earnings of $1.1 billion and pre-tax margin of 9.6 percent. Tropical storms across the system are estimated to have reduced diluted earnings per share by approximately $0.07. Third-quarter diluted earnings per share increased 42 percent year-over-year. The company recaptured approximately 100 percent of its year-over-year fuel expense increase in the third quarter.

United Airlines, Inc. – Investor Update Issue Date: October 16, 2018 (October 16th, 2018)

This investor update provides guidance and certain forward-looking statements about United Continental Holdings, Inc. (the “Company” or “UAL”). The information in this investor update contains the preliminary financial and operational outlook for the Company for fourth-quarter and full-year 2018, among other items.

United Airlines, Inc. – News Release United Airlines Worldwide Media Relations 872.825.8640 media.relations@united.com (October 9th, 2018)

UAL’s September 2018 consolidated traffic (revenue passenger miles) increased 6.7 percent and consolidated capacity (available seat miles) increased 6.1 percent versus September 2017. UAL’s September 2018 consolidated load factor increased 0.5 points compared to September 2017.

United Airlines, Inc. – Deutsche Bank Leveraged Finance Conference October 2, 2018 Mike Leskinen Managing Director Investor Relations Ted North Managing Director Corporate Finance Safe Harbor Statement Certain statements included in this presentation are forward-looking and thus reflect our current expectations and beliefs with respect to certain current and future events and anticipated financial and operating 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 (October 2nd, 2018)
United Airlines, Inc. – News Release United Airlines Worldwide Media Relations 872.825.8640 media.relations@united.com (September 10th, 2018)

UAL’s August 2018 consolidated traffic (revenue passenger miles) increased 7.8 percent and consolidated capacity (available seat miles) increased 5.4 percent versus August 2017. UAL’s August 2018 consolidated load factor increased 2.0 points compared to August 2017.