United pilots contract, Section 1 — Recognition, Scope and Career Security

1-B-1 Company Flying

Except as provided in Section 1-B-2, “Company Flying” includes without limitation all commercial flight operations of any sort whatsoever, whether revenue, nonrevenue, scheduled or unscheduled, conducted (i) by or for the Company or a Company Affiliate, or (ii) by the Company or a Company Affiliate for other air carriers, (iii) by an Entity managed by or under the Control of the Company or a Company Affiliate, or (iv) pursuant to an agreement or arrangement with the Company or Company Affiliate not permitted by Sections 1-C or 1-D.

1-B-1-a All ferry or delivery flights that are not included in the exception to Company Flying contained in Section 1-B-2 (i) below will be performed by Pilots on the United Pilots Seniority List.

1-B-1-a-(1) Notwithstanding Section 1-B-1-a above, if the Company assigns engineering or test pilots not on the United Pilots Seniority List to operate a new aircraft delivery flight, the Company will be required to remove a line crew in accordance with Section 20-Q-15 (hereafter, "FBO"). Such operation by engineering or test pilots shall be limited to transferring the aircraft from the manufacturer's facility or home airfield to the United station at which modifications for introduction to line service are performed. Line Pilots shall operate the flight out of the United station once modifications are complete.

1-B-1-a-(2) The Company may request any additional relief from Section 1-B-1-a on a case by case basis from the MEC Chairman.

1-B-1-b Notwithstanding Section 1-B-1 above, if two line crews refuse an aircraft for any reason, the Company may assign engineering or test pilots not on the United Pilots Seniority List to operate a ferry flight to reposition the aircraft. The Company is not required to FBO a line crew for any such ferry flight.

1-B-2 Not Included in Company Flying

Company Flying does not include flight operations that are (i) normally performed by the Company’s engineering and test pilots, provided such flights either require performance of diagnostic tests which Pilots who perform Company Flying are not trained to perform or involve flights that take off and land at the same facility with no intermediate stop, or (ii) conducted by a United Express Carrier pursuant to Section 1-C-1, or (iii) conducted by a Domestic Air Carrier pursuant to Section 1-C-2, or (iv) conducted by a Foreign Air Carrier pursuant to Section 1-C-3, or (v) conducted by an Affiliate with which the Company is engaged in an Operational Merger following a Merger Transaction but before the Operational Merger subject to Section 1-D, or (vi) conducted by any other air carrier in accordance with an Industry Standard Interline Agreement.

1-B-2-a Flights that "require performance of diagnostic tests which pilots who perform Company Flying are not trained to perform", as stated in Section 1-B-2(i) above, refers to any flights designated as Group 2 Non-Routine flight operations as defined by the FAA in Supplement to InFO 08032 dated May 16, 2008, in which such tests are required.

1-B-2-b On a flight covered by Section 1-B-2(i) above, where one or more diagnostic test is required, engineering or test pilots not on the United Pilots Seniority List may continue to fly the aircraft following such diagnostic test(s) to any location the Company deems appropriate and the Company will not be required to FBO a line crew for any such flight. Once the test flight is complete and the aircraft has landed, further repositioning of the airplane by engineering or test pilot crews will require the Company to FBO a line crew for any such flight.

1-B-2-c If the Company assigns engineering or test pilots not on the United Pilots Seniority List to conduct one or more diagnostic test, pursuant to Section 1-B-2(i) above, in order to determine if any aircraft system is discrepant (i.e. operating outside of the range of acceptable tolerance), the Company is required to FBO a line crew if (1) there was no indication before the diagnostic test(s) was conducted that any aircraft system may be discrepant, and (2) the aircraft does not take off and land at the same facility, even if the test is deemed necessary by a Company representative authorized to order such diagnostic tests. However, the Company is not required to FBO a line crew when such diagnostic tests are performed following maintenance on an aircraft to verify there are no discrepant aircraft systems per the General Maintenance Manual.

1-B-2-d The Association shall be provided reports on at least a monthly basis of flights flown by engineering or test pilots conducted under Section 1-B-2(i) above. These reports will contain flight information and identify specific aircraft issues requiring the test flight. The Company will provide ALPA access necessary to verify pilots assigned to each such flight.

1-B-3 Pilot Training

Neither the Company nor a Company Affiliate shall enter into any agreement or arrangement with any person who is not employed by the Company to conduct or supervise United training or to utilize United training facilities to train other pilots, including without limitation all United Pilot training historically performed at the Pilot Training Centers, except that the Company may:

1-B-3-a Use retired or disability retired United Pilots who perform the present duties of a flight technical instructor in the Pilot Training Centers as consultants to the Company while under the Company’s supervision;

1-B-3-b Permit aircraft manufacturers or other qualified organizations to conduct initial training of United flight training personnel on new aircraft Equipment types;

1-B-3-c Sell its training services to third parties using United Pilot Instructors, provided that such services are not used for the training of pilots to operate aircraft for any air carrier during a labor dispute; or

1-B-3-d Dry lease training assets to another airline, FAR Part 142 certificate holder, aerospace company or governmental agency to perform training for pilots provided that such assets are not used for the training of pilots to operate aircraft for any air carrier during a labor dispute.

1-C-1 United Express Flying

1-C-1-a The Company or a Company Affiliate may enter into agreements with other air carriers to conduct United Express Flying only in accordance with Section 1-C-1. “United Express Flight” or “United Express Flying” means a Flight or Flights by a Domestic Air Carrier or Foreign Air Carrier that satisfies all of the following four (4) criteria: i) in Regional Aircraft, ii) utilizing an air carrier operating certificate other than the Company’s, iii) conducted using the Company’s Designator Code and the United Express or similar brand or pursuant to a Revenue Share Agreement, and iv) operating in Markets within the United States and Territories or between the United States and Territories and Foreign Airports or between Foreign Airports, except that “United Express Flight” or “United Express Flying” does not include Flights or flying conducted by an air carrier pursuant to Section 1-C-2.

1-C-1-a-(1) United Express Carriers may operate United Express Flying under the following limitations:

1-C-1-a-(1)-(a) 37-Seat Turboprop Aircraft; and

1-C-1-a-(1)-(b) 50-Seat Aircraft, provided that such aircraft do not number more than ninety percent (90%) of the number of single aisle aircraft in the Company Fleet; and

1-C-1-a-(1)-(c) Up to a total of 255 76-Seat Aircraft plus 70-Seat Aircraft (“76/70-Seat Aircraft”), of which up to 153 may be 76-Seat Aircraft.

1-C-1-b At least eighty percent (80%) of all United Express Flights each month shall be under 900 statute miles.

1-C-1-c The Company or a Company Affiliate may create, acquire, Control, manage, take an Equity interest in, enter into Code Share Agreements with, or sell, lease or transfer aircraft to United Express Carriers that comply with the provisions of Section 1-C-1, without the flight operations of such air carrier being considered Company Flying or the aircraft of such air carrier being considered Company Aircraft.

1-C-1-d Hubs

In any Rolling Twelve-Month Period, the number of block hours of United Express Flying operated by United Express Carriers as a group non-stop between current or future Company Hubs may not exceed five percent (5%) of all United Express Flying as a percentage of the total block hours of United Express Flying. A pair of Flights by a United Express Carrier operated under a single flight number in which one Flight is scheduled to originate at a Company Hub and the second Flight is scheduled to terminate at a second Company Hub shall be included within the five percent (5%) limitation, unless the Company imposes an IATA Standard Schedules Information Manual Type “A” Traffic Restriction Code on the through itinerary that shall suppress the display of such itinerary.

1-C-1-e Connecting Operations

United Express Carriers as a group shall Schedule at least ninety percent (90%) of their United Express Flying Non-Stops into or out of the following airports: IAD, DCA, MIA, LGA, EWR, JFK, ORD, DEN, LAX, SFO, SEA, BOS, PDX, PHX, LAS, SJC, SAN, IAH, CLE, GUM, any airport within thirty (30) statute miles of any of the foregoing, any other airport with fifty (50) or more scheduled daily departures of Company Flying, and any other airport that the parties later agree to add to this list. Up to five percent (5%) of United Express Flying flights may be applied toward satisfying this requirement even if such flights include multiple stops, as long as such flights i) originate or terminate at one of the foregoing airports, ii) maintain a single flight number on a single aircraft for all the legs of such flight to or from such airport, and iii) operate with scheduled intermediate stops of less than two (2) hours.

1-C-1-f Scheduled Aircraft Block Hours of United Express Flying as Percentage of Block Hours of Company Flying on Single-Aisle Aircraft

1-C-1-f-(1) In any Rolling Twelve-Month Period the Company shall not Schedule or permit the Scheduling of aircraft block hours of United Express Flying (excluding block hours operated by 37-Seat Turboprop Aircraft) exceeding the maximum percentage of Scheduled aircraft block hours of Company Flying on single-aisle Company Aircraft (“Max. % of UAXBH to SBH”) set forth in the following chart. Cells 1 to 8 state the number of 76- Seat Aircraft operated in United Express Flying (cells 2 through 8 show an increase in the number of such 76-Seat Aircraft if added under Section 1-C-1-g). Cells 9 through 16 state the Max. % of UAXBH to SBH that the Company must maintain based on the number of 76-Seat Aircraft in cells 1 through 8. The measurement for the twelve (12) months in any Rolling Twelve-Month Period shall be made on a weighted basis by the number of 76-Seat Aircraft in United Express Flying in each month.

1-C-1-f-(2) The Company shall be excused from compliance with Section 1-C-1-f-(1) for the period of time that a Circumstance Beyond the Company's Control is the cause of such non-compliance.

1-C-1-g Number of 76-Seat Aircraft

If the Company adds New Small Narrowbody aircraft to the Company Fleet, then on or after January 1, 2016, the number of permitted 76-Seat Aircraft may increase from 153 (as permitted under Section 1-C-1-a-(1)-(c)) up to a total of 223 76-Seat Aircraft, and the number of permitted 76/70-Seat Aircraft may increase from 255 (as permitted under Section 1-C-1- a-(1)-(c)) up to a total of 325 76/70-Seat Aircraft, except that once the number of 76/70-Seat Aircraft exceeds 255, then the number of 70-Seat Aircraft may not be more than 102. 76- Seat Aircraft (above 153 such Aircraft) may be added on a one 76-Seat Aircraft for each one and one quarter New Small Narrowbody Aircraft (1:1.25) ratio (rounded to the closest integer). In addition, in the event more than 153 76-Seat Aircraft are in United Express Flying, the Company shall remove from United Express Flying a number of 50-Seat Aircraft determined as follows:

1. “FSFC” is the number of 50-Seat Aircraft in United Express Flying on the date that the 154th 76-Seat Aircraft enters United Express Flying.

2. Subtract 125 from FSFC.

3. Divide the number resulting from step 2 by seventy (70). This results in a factor “X” rounded to the second decimal place.

4. For each 76-Seat Aircraft added to United Express Flying above 153, remove from United Express Flying a number of 50-Seat Aircraft no less than X, with the resulting number of 50-Seat Aircraft to be removed, rounded to the closest integer.

5. Example 1: If the number of 50-Seat Aircraft in United Express Flying is 334, then FSFC- 125 equals 209; when 209 is divided by seventy (70), then X = 2.99

6. Example 2: If the number of 50-Seat Aircraft in United Express Flying is 488, then FSFC- 125 equals 363; when 363 is divided by seventy (70), then X = 5.19.

For the phrase “rounded to the closest integer,” in step 4, the values .1 to .4 shall be rounded down to the next lower whole number and the values .5 to .9 shall be rounded up to the next higher whole number.

1-C-1-g-(1) If on January 1, 2016, or any succeeding January 1 thereafter, the number of 50-Seat Aircraft in United Express Flying exceeds the maximum permitted number, the Company shall require United Express Carriers that engage in United Express Flying to suspend or cease operations on a sufficient number of 50-Seat Aircraft or 76-Seat Aircraft to comply with these requirements within sixty (60) days and to remain in compliance thereafter. The Company shall be excused from compliance with the provisions of this Section 1-C-1-g-(1) in the event a Circumstance Beyond the Company’s Control is the cause of such non-compliance

1-C-1-h Effect of Furlough

If a Pilot on the Seniority List with an employment date prior to September 29, 2023 is placed on furlough, the Company shall convert all 76-Seat Aircraft for operation as 70-Seat Aircraft. The number of such aircraft shall continue to be limited as though they were being operated as 76-Seat Aircraft. The Company may again commence operating such Aircraft as 76-Seat Aircraft effective on the date that the most junior Pilot protected by the first sentence of this Section 1-C-1-h is not on Involuntary Furlough.

1-C-1-i United Express Carrier Branding

Aircraft operated in United Express Flying may bear the Company’s logo or aircraft livery only if such aircraft bear the name United Express or similar name connoting a connection with United Airlines (but such United Express Flying operations may not be conducted under the name United Airlines or other names used by the Company).

1-C-1-j Hiring of Furloughed Pilots

Pursuant to Letter of Agreement 12-09, no Domestic United Express Carrier which does not comply with the requirements of Letter of Agreement 12-09 with respect to the hiring of furloughed United Pilots may operate 70-Seat Aircraft or 76-Seat Aircraft.

1-C-2 Domestic Code Share Agreements

The Company or a Company Affiliate may enter into or maintain a Code Sharing Agreement with Domestic Code Share Carriers that permit such carriers to apply the Company’s Designator Code to their operations only in accordance with this Section 1-C-2. For purposes of this Section 1-C-2, Flights conducted by Affiliates of the Domestic Code Share Carrier or United Express Carriers under agreement with and under the Designator Code of the Domestic Air Carrier shall be considered Flights conducted by that Domestic Air Carrier to the extent they are conducted pursuant to the applicable Domestic Code Sharing Agreement.

1-C-2-a The Company may maintain the existing Domestic Code Sharing Agreements with Great Lakes, Gulfstream/Silver Airways, and Cape Air, provided those Domestic Air Carriers only operate Regional Aircraft.

1-C-2-b The Company may enter into or maintain Domestic Code Sharing Agreements for flight operations between airports within Alaska and Hawaii.

1-C-2-c The Company may maintain and enter into additional Domestic Code Sharing Agreements with Domestic Code Share Carriers subject to the following restrictions:

1-C-2-c-(1) Hub to Hub Flights

The Company shall not permit Domestic Code Share Flying between Company Hubs or to or from a Company Hub unless such Flying is between a Company Hub and the applicable Domestic Code Share Carrier’s Hub. The number of ASMs of code sharing flying conducted by the Domestic Code Share Carrier from the Company’s Hubs to the Domestic Code Share Carrier’s Hubs cannot exceed the Domestic Code Share Carrier Hub ASM Ratio (as defined below):

For each Domestic Code Share Carrier, a ratio (the “Domestic Code Share Carrier Hub ASM Ratio”) will be determined by dividing the number of ASMs of all Hub to Hub Flights (i.e., between the applicable Domestic Code Share Carrier’s Hubs and Company Hubs) scheduled to be operated by such Domestic Code Share Carrier on aircraft other than Regional Aircraft by the number of domestic ASMs of all Hub to Hub Flights scheduled to be operated by the Company during the twelve (12) full calendar months immediately prior to the effective date of the Domestic Code Sharing Agreement with the Domestic Code Share Carrier. The last day of the twelve-month period shall be the “Ratio Date” with respect to such Domestic Code Share Carrier.

For each Rolling Twelve-Month Period measured each calendar month (with the first measurement occurring the twelfth (12th) calendar month after the Ratio Date), the ratio between the number of domestic ASMs of Hub to Hub Flights scheduled by the Domestic Code Share Carrier bearing the Company’s Designator Code and the number of ASMs of Hub to Hub Flights scheduled by the Company bearing the Domestic Code Share Carrier’s designator code (the “Schedule Ratio”) shall not exceed 120% of the Domestic Code Share Carrier Hub ASM Ratio.

1-C-2-c-(2) System Flights

The number of ASMs in flights conducted by the Domestic Code Share Carrier carrying the Company’s code may not exceed the Domestic Code Share Carrier ASM Ratio (as defined below):

For each Domestic Code Share Carrier, a ratio (the “Domestic Code Share Carrier ASM Ratio”) will be determined by dividing the number of ASMs scheduled to be operated by the Domestic Code Share Carrier in aircraft other than Regional Aircraft by the number of ASMs of all flights scheduled to be operated by the Company during the twelve (12) full calendar months immediately prior to the effective date of the Code Share Agreement with the Domestic Code Share Carrier. The last day of the applicable twelve (12) month period shall be the “Ratio Date” with respect to such Domestic Code Share Carrier.

For each Rolling Twelve-Month Period measured each calendar month (with the first (1st) measurement occurring the twelfth (12th) calendar month after the Ratio Date), the ratio between the number of ASMs of Domestic Code Sharing Agreement Flights scheduled by the Domestic Code Share Carrier bearing the Company’s designator code in aircraft other than Regional Aircraft and the number of ASMs of Domestic Code Sharing Agreement

Flights scheduled by the Company bearing the Domestic Code Share Carrier’s designator code (the “Domestic Code Share Carrier Schedule Ratio”) shall not exceed 115% of the Domestic Code Share Carrier ASM Ratio. For example, if the Domestic Code Share Carrier ASM Ratio is 1.5 (i.e., the Domestic Code Share Carrier had fifty percent (50%) more scheduled ASMs in aircraft other than Regional Aircraft than the Company in the measurement period), then the number of ASMs scheduled to be operated by the Domestic Code Share Carrier bearing the Company’s Designator Code in aircraft other than Regional Aircraft may not be more than 1.725 times the number of ASMs scheduled to be operated by the Company bearing the Domestic Code Share Carrier’s Designator Code. As a further example, if the Domestic Code Share Carrier ASM Ratio is 0.5 (i.e., the Domestic Code Share Carrier has one-half (1/2) of the scheduled ASMs of the Company in the measurement period in aircraft other than Regional Aircraft), then the number of ASMs scheduled to be operated by the Domestic Code Share Carrier bearing the Company’s Designator Code in such aircraft may not be more than 0.575 times the number of ASMs scheduled to be operated by the Company bearing the Domestic Code Share Carrier’s Designator Code.

The provisions of this Section 1-C-2-c-(2) shall have been satisfied in connection with a Domestic Code Sharing Agreement with a Domestic Code Share Carrier that at the time operates fewer than one-half (1/2) of the number of ASMs operated by the Company, if the number of ASMs of Domestic Code Sharing Agreement Flights scheduled by the Domestic Code Share Carrier bearing the Company’s Designator Code equals no more than 125% of the number of ASMs of Domestic Code Share Flights scheduled by the Company bearing the Domestic Code Share Carrier’s Designator Code.

1-C-2-d Identity

The Company may conduct joint marketing efforts with Domestic Air Carriers with which it is engaging in Domestic Code Share Flying but shall maintain a primary operating, corporate, and marketing identity (including an independent and separate name, trade name, logo, aircraft livery, trademarks, and service marks), separate and apart from the identity of the Domestic Code Share Carriers. Nonetheless, the Company may operate aircraft bearing the logo of the alliance in which the Company participates (in addition to and smaller than the Company’s logo) and may market its Flights using the alliance marketing identity in addition to, but less prominent than, its own. Further, the Company may operate aircraft up to three percent (3%) of the Company fleet bearing the livery of the alliance in which the Company participates, including the names, colors, and logos of all of the alliance’s airlines.

1-C-3 Foreign Air Carrier Code Share Agreements

In any Rolling Twelve-Month Period the Company shall not Schedule or permit the Scheduling of aggregate ASMs of Foreign Code Share Flying operated by any Foreign Air Carrier that is not party to a Revenue Share Agreement with the Company or Company Affiliate between the United States and Territories and a Foreign Airport exceeding 125% of the aggregate Scheduled ASMs of Company Flying bearing that Foreign Air Carrier’s Designator Code. Further, the Company or a Company Affiliate may enter into or maintain Code Share Agreements and Revenue Share Agreements with Foreign Air Carriers that permit such carriers to utilize the Company’s Designator Code on such carriers’ Flights between the United States and Territories and Foreign Airports or

between two Foreign Airports (“Foreign Code Share Flying”) only in accordance with Sections 1- C-3-a through 1-C-3-c. For clarification purposes, the first sentence of Section 1-C-3 applies to a Foreign Code Share Agreement where there is no Revenue Share Agreement; Sections 1-C-3-a, 1- C-3-b-(1), and 1-C-3-b-(2) apply to Flights operated under either a Foreign Code Share Agreement or a Revenue Share Agreement with a Foreign Air Carrier, and Sections 1-C-3-b-(3) and 1-C-3-c apply where the Flights are operated under both a Foreign Code Share Agreement and a Revenue Share Agreement with the applicable Foreign Air Carrier.

1-C-3-a Geographical Limits

The Company shall not Schedule or permit the Scheduling of Foreign Code Share Flying from or to a Company Hub unless the other airport in the Market (i) is a Hub of the applicable Foreign Air Carrier (including such carrier’s Foreign Air Carrier Affiliates) outside the United States or (ii) is another Foreign Airport in a country which contains a Hub of such Foreign Air Carrier (including such carrier’s Foreign Air Carrier Affiliates).

1-C-3-b Flying Ratios

1-C-3-b-(1) For each Foreign Air Carrier which is a party to a Code Share Agreement, with respect to International Routes on which the Company has scheduled service, a differential (the “Foreign Air Carrier Flight Differential”) will be determined by comparing the average number of scheduled Flights per day operated on an International Route by the Company with the average number of scheduled Flights per day operated on the same International Route by the Foreign Air Carrier (including Flights operated by Affiliates of such Foreign Air Carrier) either:

1-C-3-b-(1)-(a) During the twelve (12) full calendar months immediately prior to December 30, 2012 (if the Foreign Air Carrier was a party to a Code Share Agreement on December 30, 2012), or

1-C-3-b-(1)-(b) During the twelve (12) full calendar months immediately prior to the effective date of the Code Share Agreement with the Foreign Air Carrier (if the Foreign Air Carrier was not a party to a Code Share Agreement on December 30, 2012).

1-C-3-b-(2) The Company may not place its Designator Code on any Foreign Air Carrier Flight on the shared International Route which would exceed the Differential number of Flights by more than two (2) (also accounting for the number of such Flights of the Company in this Market bearing the Foreign Air Carrier’s Designator Code and accounting for the number of Flights of the Affiliates of the Foreign Air Carrier in this Market).

1-C-3-b-(2)-(a) For example, if the Company had two (2) regularly scheduled daily Flights and the Foreign Air Carrier and its Affiliates had six (6) between EWR and CDG during the applicable twelve-month measurement period in Section 1-C-3-b-(1), the Foreign Air Carrier Flight Differential would be four (4).

1-C-3-b-(2)-(b) If during a subsequent Rolling Twelve-Month Period the Company had three (3) flights between EWR and CDG, all with the Foreign Air Carrier’s Designator Code, then the Company could place its Designator Code on a maximum of nine (9) of the Foreign Air Carrier Flights between EWR and CDG. This maximum of nine (9) of the

Foreign Air Carrier Flights between EWR and CDG in this example is derived by adding 4 (the Foreign Air Carrier Flight Differential) plus 3 (the number of Company Flights bearing the Foreign Air Carrier’s Designator Code) plus two (2) (the Section 1-C-3-b-(2) limit).

1-C-3-b-(3) In the event the Company or a Company Affiliate enters into or maintains a Revenue Share Agreement with one or more Foreign Air Carriers, the Scheduled block hours of Company Flying between the United States and Territories and the foreign country or countries covered by the applicable Revenue Share Agreement in each Rolling Twelve-Month Period shall be not less than ninety percent (90%) of the Scheduled block hours of Company Flying between the United States and Territories and foreign countries covered by the applicable Revenue Share Agreement either:

1-C-3-b-(3)-(a) During the twelve (12) full calendar months immediately prior to December 30, 2012 (if the Foreign Air Carrier was a party to a Revenue Share Agreement on December 30, 2012) (a “Base Period”), or

1-C-3-b-(3)-(b) During the twelve (12) full calendar months immediately prior to the effective date of the Revenue Share Agreement with the Foreign Air Carrier (if the Foreign Air Carrier was not a party to a Revenue Share Agreement on December 30, 2012) (a “Base Period”).

1-C-3-b-(4) If the aggregate of Scheduled block hours flown between the United States and Territories and Foreign Airports within the geographic scope of the applicable Revenue Share Agreement by all Domestic Air Carriers (excluding Company Flying) decreases during a Rolling Twelve-Month Period in comparison to the applicable Base Period, the percentage required by Section 1-C-3-b-(3) for that Rolling Twelve-Month Period shall be reduced by fifty percent (50%) of the percentage of that decrease in Scheduled block hours.

1-C-3-c Revenue Limitations Under Revenue Share Agreements with Foreign Air Carriers

Measured on a Rolling Twelve-Month basis for each Revenue Share Agreement, the Company’s revenue from that Revenue Share Agreement associated with Flights that are 1) operated by the Company between the United States and Territories and Foreign Airports or between Foreign Airports, and 2) covered by the applicable Revenue Share Agreement, shall not exceed 130% of the total revenue onboard Company Flights that are 1) operated by the Company between the United States and Territories and Foreign Airports or between Foreign Airports, and 2) covered by the applicable Revenue Share Agreement. For purposes of this provision, total revenue onboard Company Flights equals the prorated segment passenger revenue as recognized by the Company’s business revenue accounting systems used in the Company’s public reports.

For example, if, during a Rolling Twelve-Month period, 1) total revenue onboard Company Flights between the United States and Foreign Airports or between Foreign Airports covered by a Revenue Share Agreement equals $5.872B, and 2) the Company receives an additional $100M under the applicable Revenue Share Agreement associated with these same Flights (meaning that the Company receives total revenue under the Revenue Share Agreement

associated with these Flights of $5.972B), then 3) the percentage of the Company’s revenue associated with these Flights under the Revenue Share Agreement ($5.972B) would be 101.7% of the Company’s onboard revenue for these Flights ($5.872B), because $5.972B divided by $5.872B results in 101.7%. Since this 101.7% would be smaller than the 130% limit, the Company in this example would be in compliance with Section 1-C-3-c.

As another example: if, during a Rolling Twelve-Month period, 1) there are no Company Flights covered by a Revenue Share Agreement, meaning that total revenue onboard Company Flights under this Revenue Share Agreement equals $0, then 2) the Company may not receive any revenue under the applicable Revenue Share Agreement, because the Company receipt of such revenue would exceed the 130% limit in Section 1-C-3-c.

1-C-3-d Identity

The Company shall maintain a separate identity from Foreign Air Carriers engaged in Foreign Code Share Flying to the same extent as required in Section 1-C-2-d in regard to Domestic Code Share Carriers.

1-C-3-e Cabotage

The Company shall join the Association in strongly opposing any changes in U.S. law that would permit Foreign Air Carriers to engage in cabotage. If U.S. law is changed to permit cabotage, the Company shall not allow its Designator Code to be used on Flights of Foreign Air Carriers carrying local revenue passengers or cargo or mail traffic between airports within the United States and Territories.

1-C-3-f Control

Without limitation to any other restriction set forth in this Section 1 and only as a clarification regarding limits on Company operations under this Section 1, the Company shall not continue any portion of an existing agreement or arrangement, or enter into any new agreement or arrangement, for creation of a new Foreign Air Carrier over which the Company has Control, and which operates Flights between the United States and Territories and any Foreign Airport (e.g., Aer Lingus joint venture).

1-C-3-g Crew Complement

The Company shall meet and discuss with the Association if any Foreign Air Carrier with whom United has a relationship described in Section 1-C-3 does not require two (2) pilots to be on the aircraft flight deck on any aircraft with a maximum takeoff weight in excess of 12,500 pounds.

1-C-4 Block Space

The Company may enter into block space arrangements with other carriers (i.e., the advance purchase or reservation of blocks of seats on other carriers for resale by the Company) only:

1-C-4-a On flights which carry the Company’s Designator Code pursuant to Sections 1-C-1, 1- C-2 and 1-C-3, provided that the right to enter into block space arrangements does not override any restrictions in any of those Sections and may only be implemented to the extent consistent with such Sections;

1-C-4-b On a limited number of occasions where United Vacations or Mileage Plus from time to time purchases block seats in order to provide connecting service as part of group vacation packages where such service or seats on such service are not available from the Company; or

1-C-4-c On other occasions, limited in number and consistent with the Company’s limited practices as of December 30, 2012, where the Company from time to time purchases seats for connecting passengers over routes on which the Company does not maintain operating authority.

1-C-5 Enforcement

1-C-5-a If in any three (3) consecutive calendar month period following the applicable date, the Flight Differential, block hour percentage, or ASM ratio requirements of Sections 1-C-2-c- (1), 1-C-2-c-(2), 1-C-3, 1-C-3-b-(2), or 1-C-3-b-(3) are not satisfied, then the Company shall promptly take any of the following actions as applicable within ninety (90) days of the date the Association notifies the Company that it has not satisfied the applicable requirement:

1-C-5-a-(1) Add or delete the Company Designator Code to or from one or more Flights of the applicable air carrier(s), or

1-C-5-a-(2) Add or delete the applicable air carrier’s Designator Code to or from the applicable Company Flights, or

1-C-5-a-(3) Add Company Flying.

1-C-5-b The Company shall be excused from compliance with Sections 1-C-2-c-(1), 1-C-2-c-(2), 1-C-3, 1-C-3-b-(2), or 1-C-3-b-(3) for the period of time that a Circumstance Beyond the Company's Control is the cause of such non-compliance.

1-C-5-c If the Company, a Domestic Code Share Carrier or a Foreign Air Carrier merges with another air carrier so as to form a single carrier with a single pilot seniority list and a single pilot collective bargaining agreement, the ASM Ratios, the Hub ASM Ratios and the Foreign Air Carrier Flight Differential provided for in Sections 1-C-2-c-(1), 1-C-2-c-(2), 1-C-3, 1-C-3-b- (2), or 1-C-3-b-(3), shall be appropriately adjusted by adding the relevant numbers of the other air carrier party to the merger (and any flights of Domestic Code Share Flying scheduled to be operated by the Domestic Code Share Carrier in aircraft other than Regional Aircraft whose ASMs are counted as Domestic Code Share Carrier ASMs pursuant to Sections 1-C-2-c-(1) or 1-C-2-c-(2)) to the relevant numbers of the Company or the Domestic Code Share Carrier, as the case may be, with such numbers to be measured during the twelve (12) full calendar months immediately prior to the effective date of the merger. In connection with such adjustment, in addition to the other carrier’s Hubs and Company Hubs, each Hub of the air carrier party to the merger shall be considered a Company Hub or a Hub of the other carrier, as the case may be, if such air carrier scheduled during any month in such six month period an average of fifty (50) or more daily departures therefrom.

1-D-1 Successorship Transactions

The Company and its Parent shall require any successor, assign, assignee, transferee, administrator, executor and/or trustee of the Company or its Parent (a “Successor”) resulting

from the transfer (in a single transaction or in multistep transactions) to the Successor of the ownership of fifty percent (50%) or more of the Equity of the Company or Parent or fifty percent (50%) or more of the value of the assets of the Company, or Control of the Company (a “Successorship Transaction”), to continue to recognize and treat with the Association as the representative of the United Pilots, to employ or cause the Company or Successor, as applicable, to continue to employ the United Pilots in accordance with the provisions of the Agreement and to assume and be bound by the Agreement, and, if the Successor is an air carrier or an Entity that Controls an air carrier, to abide by the Merger Transaction provision set forth in Section 1-D-4.

1-D-2 Successorship Agreements.

The Company and its Parent shall not consummate a Successorship Transaction unless the potential Successor agrees in writing, as an irrevocable condition of the Successorship Transaction, to assume and be bound by the Agreement, to recognize the Association as the representative of the Company’s Pilots, to guarantee that the Pilots on the United Pilots’ System Seniority List shall be employed by the Successor in accordance with the provisions of the Agreement and, if the Successor is an air carrier or an Entity that Controls an air carrier, to abide by the Merger Transaction provisions set forth in Section 1-D-4.

1-D-3 Competing Proposal

In the event the Company or its Parent receives a proposal (a “Proposal”) for a transaction which would result in a Successor if completed, and the Company or its Parent determines to pursue or facilitate the Proposal, the Company or its Parent shall in good faith seek to provide the Association with the opportunity to make a competing Proposal at such time and under such circumstances as the Board of Directors of UAH or the Company reasonably determines to be consistent with its or their fiduciary duties.

1-D-4 Merger Transactions

If the acquiring Entity in a Successorship Transaction is an air carrier or an Entity that Controls an air carrier or if the Company or its Parent acquires Control of or merges with another air carrier or Entity that Controls an air carrier other than a United Express Carrier (any of the foregoing, a “Merger Transaction”), the following provisions shall apply to the acquiring or acquired carrier, as applicable (the “Other Air Carrier”) and the Company (collectively, the “Carrier Parties”).

1-D-4-a Following announcement of a Merger Transaction, the Carrier Parties shall promptly commence negotiations with the Association and the collective bargaining representative, if any, of pilots employed by the Other Air Carrier (collectively, the “Union Parties”) for a Transition and Process Agreement that shall include the provisions in Sections 1-D-4-a-(1) through 1-D-4-a-(10) (unless all parties to the negotiation mutually agree otherwise), and such other terms as the parties agree upon. However, unless the parties agree otherwise, the United Pilots shall receive the following protections until the Operational Merger Date or the parties shall take the following actions, in either case whether or not the parties complete a Transition and Process Agreement.

1-D-4-a-(1) The flight operations of the Company and the Other Air Carrier shall remain separated, with pilots employed by each carrier operating each carrier’s pre-merger aircraft under the existing collective bargaining agreement(s) and seniority lists, until the

implementation of an integrated seniority list pursuant to Section 1-D-4-a-(2) and a single collective bargaining agreement (the “Operational Merger Date”).

1-D-4-a-(2) The Carrier Parties shall provide the pilots employed by the Company and the Other Air Carrier with the seniority integration rights governed by Association Merger Policy if both pre-transaction pilot groups are represented by the Association and by the McCaskill-Bond Amendment and Sections 3 and 13 of the Allegheny-Mohawk Labor Protective Provisions if both pilot groups are not so represented. The Association agrees that it shall promptly invoke such procedures, provided that such procedures need not be completed and a seniority list need not be established until completion of a single collective bargaining agreement.

1-D-4-a-(3) The Association shall promptly initiate proceedings before the National Mediation Board (“NMB”) for a determination that the Company and the Other Air Carrier constitute a single carrier for purposes of collective bargaining under the Railway Labor Act and for designation of the post-merger representative of the combined pilot group.

1-D-4-a-(4) The Carrier Parties shall promptly begin negotiations with the representative(s) of both carrier’s pilots (i.e., the Union Parties prior to an NMB decision and the single collective bargaining representative certified by the NMB thereafter) for a single collective bargaining agreement governing the merged operations of the carrier with such negotiations to take place under Section 6 of the Railway Labor Act (i) if the Agreement or the collective bargaining agreement or agreements of the other Air Carrier or Air Carriers in the Air Carrier Transaction is then amendable or becomes amendable or (ii) if not, then at the option of either the Company or the Association. Until the effective date of a single collective bargaining agreement or as otherwise agreed by the Association, the Agreement shall continue to apply to the United Pilots.

1-D-4-a-(5) The Carrier Parties shall forbear from interchanging or transferring pilots or aircraft between them.

1-D-4-a-(6) The Carrier Parties shall assure that until the Operational Merger Date the United Pilots shall have the right to operate all aircraft on hand at the Company, all aircraft on firm order to the Company or an Affiliate of the Company (other than an Affiliate engaged only in United Express Flying) and all aircraft acquired by the Company after the public announcement of the Air Carrier Transaction (other than aircraft acquired as a result of the Air Carrier Transaction); provided, however, that nothing herein shall be construed to prevent fleet reductions which the Company can demonstrate are attributable to the retirement of existing aircraft in the normal course of business, to casualty loss or to economic reasons not related to the Air Carrier Transaction.

1-D-4-a-(7) The Carrier Parties shall assure that, in each Rolling Twelve-Month Period until the effective date of the integrated pilot seniority list, the ratios of Scheduled aircraft block hours of Company Flying (i) on single-aisle aircraft, and (ii) on twin-aisle aircraft, to Scheduled aircraft block hours operated by each air carrier in the Air Carrier Transaction (x) on single-aisle aircraft, and (y) on twin-aisle aircraft, respectively, shall in each case equal or exceed ninety-five percent (95%) of the same ratio determined for the period of twelve (12) consecutive calendar months immediately preceding the closing of the Air

Carrier Transaction. The Company shall be excused from compliance with such minimum Scheduled aircraft block hours for the period of time that either a Circumstance Beyond the Company’s Control or the retirement of aircraft in the normal course of business as scheduled before the agreement that led to the Air Carrier Transaction causes the Company to reduce or cancel service, or a governmental agency requirement causes the Company to reduce or cancel service as a condition of approval of the Air Carrier Transaction, and that the listed event is the cause of such non-compliance.

1-D-4-a-(8) The Carrier Parties shall assure that no United Pilot as of the date of the announcement of the proposed Air Carrier Transaction shall be placed on furlough from that date until a date not less than one (1) year following the Operational Merger Date.

1-D-4-a-(9) The Carrier Parties shall meet promptly with the Association to negotiate the other possible fence, protective, and transition terms to be in effect until the Operational Merger Date. The Parties shall work together to integrate marketing, reservations systems and livery, to take the steps necessary to secure approval from the Federal Aviation Administration (“FAA”) for operation under a single operating certificate, and to take such other steps as will foster their mutual goal of achieving a Complete Operational Merger (meaning, the operation of the two carriers under a single FAA operating certificate, a single transportation system under the Railway Labor Act (“RLA”), and under a joint collective bargaining agreement with an integrated pilot seniority list) at the earliest reasonable time.

1-D-4-a-(10) The Operational Merger Date shall be no later than ninety (90) days following negotiation and ratification, if necessary, of a single collective bargaining agreement and acceptance by the Carrier Parties of the integrated seniority list.

1-D-4-b The Carrier Parties shall accept the outcome of the seniority list integration process set forth in Section 1-D-4-a-(2), provided that, solely with regard to a seniority list integrated under Association policy, none of the attendant conditions and restrictions therein: i) require a system flush whereby pilots may displace any other pilots from the latter’s position; ii) require a pilot to be compensated for flying not performed (e.g., differential pay for a position not flown); iii) require the cancellation of a vacancy or displacement award for a pilot who has commenced training for that position by attending ground school at the training facility; iv) significantly increase the Company’s costs; or v) provide that a pilot shall be displaced from his position by a pilot of the other pre-merger pilot group solely as the result of the implementation of, or the expiration of, any condition or restriction.

1-E-1 Offer of Employment to United Pilots.

The Company shall require the Transferee to offer pilot employment to eligible United Pilots. The eligibility criteria shall be determined by agreement between the Company and the Association and shall be reasonably related to the assets transferred, the interests of the United Pilots and the Company, and the nature and timing of the transaction among other issues. If the Association and the Company are unable to agree upon eligibility criteria that are consistent with the foregoing considerations, the System Board of Adjustment shall determine such eligibility criteria pursuant to the expedited procedures set forth in Section 1-K-1 (the “Transferring Pilots”). The number of pilot employment opportunities for Transferring Pilots shall be, as measured in the twelve (12) months prior to the Transaction Date, the sum of (i) the average monthly Pilot staffing actually utilized in the operation of the aircraft transferred to the Transferee in connection with the Substantial Asset Sale plus (ii) the average monthly Pilot staffing actually utilized in the operation of the route authority transferred to the Transferee in connection with the Substantial Asset Sale to the extent such Pilot staffing is not included in the calculation of clause (i) above. Offers of employment that are rejected by a United Pilot shall in turn be offered to other United Pilots under the eligibility criteria determined under this Section 1-E-1, until such opportunities have been exhausted.

1-E-2 Seniority Integration

The Company shall require the Transferee to provide the Transferring Pilots with the seniority integration rights provided in the McCaskill-Bond Statute and Sections 3 and 13 of the Allegheny- Mohawk LPPs except that the integration of the Transferring pilots into the Transferee’s seniority list shall be governed by Association Merger Policy if both pre-transaction Pilot groups are represented by the Association. The Company shall require each Transferee to provide the seniority integration rights specified in the preceding sentence in connection with a Substantial Asset Sale in a written document enforceable against the Transferee by the Association and/or the Transferring Pilots.

1-F-1 The Agreement contains no contractual prohibition whatsoever on the ability of the Association and the United Pilots to honor lawful picket lines.

1-F-2 The Association and/or the United Pilots are not prohibited from:

1-F-2-a Refusing to layover at a struck hotel or other struck facility;

1-F-2-b Refusing to deadhead on carriers whose employees are engaged in a lawful strike, as long as alternatives are reasonably available; and

1-F-2-c Engaging in a concerted refusal, called by the Association, to perform Pilot work or services on flights where the Company, pursuant to an agreement or arrangement with another air carrier, is performing that air carrier’s flying in response to a labor dispute and that air carrier’s employees are engaged in a lawful strike.

1-G-1 The Company shall continue to be a Domestic Air Carrier subject to the Railway Labor Act, as amended.

1-G-2 The Company shall maintain its world headquarters, executive offices, and offices for senior Flight Operations personnel in the fifty (50) United States.

1-G-3 In the event the Company opens a Pilot Base outside of the United States and Territories, the Company’s Pilots assigned to such Base shall be afforded all rights under this Agreement and the Railway Labor Act. The Company shall provide notice to the Association and meet and confer regarding a decision to open such a Base prior to posting a bid for vacancies.

1-H-1 Consistent with the provisions of Article Fourth, Part II of the amended and restated certificate of incorporation of UAH in effect on June 27, 2019 (the “Restated Certificate”), the Association’s United Airlines Master Executive Council (“MEC”) shall be entitled to elect one director (a “Pilot Director”) to the UAH Board of Directors (or a successor corporation solely to the extent specifically set forth in Article Fourth, Part II of the Restated Certificate). The parties acknowledge and agree that the provisions of Article Fourth, Part II of the Restated Certificate satisfy the requirements of the preceding sentence and that such entitlement shall be subject to all of the terms and conditions set forth in Article Fourth, Part II of the Restated Certificate.

1-H-2 Nothing in this Section 1-H shall be construed to limit the MEC in establishing its own procedures for the designation, removal and replacement of the Pilot Director without the consent of any other party to the extent permitted by law, provided that such procedures do not conflict with the provisions of the Restated Certificate.

1-I-1 No Pilot on the Seniority List shall be placed on furlough on less than ninety (90) days advance written notice.

1-I-2 No Pilot on the Seniority List shall be placed on furlough if the staffing at the time of notice or at time of furlough is less than the manpower requirements of Section 8 for any position.

1-I-3 No Pilot shall be placed on furlough as the result of the Company’s acquisition of Control of another air carrier or of another air carrier’s acquisition of Control of the Company, commencing on the date of consummation of the agreement resulting in the acquisition of Control and continuing for twenty-four (24) months following the closing of such agreement between the Company and the other air carrier; the protections provided by Section 1-I-3 are separate and independent from the protections provided by Section 1-D-4-a-(8).

1-I-4 The Company shall be excused from compliance with the provisions of Sections 1-I-1, 1-I-2, and 1-I-3 in the event a Circumstance Beyond the Company’s Control is the cause of such noncompliance.

1-J-1 A standing committee, consisting of two (2) Association representatives and two (2) Company representatives (plus additional representatives if deemed appropriate by the Association and the Company) (the “Related Carrier Review Committee” or “RCRC”) shall be

maintained by the parties. The RCRC may establish such subcommittees as it deems appropriate. The RCRC and its subcommittees shall meet as often as they deem necessary, but no less than quarterly, in order to implement and monitor compliance with this Section 1.

1-J-2 The Company shall provide the RCRC, on a monthly basis, (i) all information necessary to monitor and enforce the terms and conditions established in this Section 1, (ii) the information required by Letters of Agreement 03-06 and 04-03; and (iii) advance notice of substantive changes to Revenue Share Agreements. When this information involves proprietary, sensitive or confidential information concerning either the Company or any other carrier, the RCRC shall review such information under a confidentiality agreement with the same terms as the confidentiality agreement currently in effect between the Company and the Association with such modifications, if any, as are acceptable to the Association and the Company.

1-J-2-a If the Company fails to provide the RCRC with the required information noted in Section 1-J-2 at least seven (7) days in advance of a regularly scheduled quarterly meeting of the RCRC on two (2) or more occasions during a rolling twelve (12) month period, the Company shall reimburse the Association up to $50,000 for a twelve (12) month subscription to an industry data collection service (such as Cirium). For example, if the Company fails to provide the Association with the required information at least seven (7) days prior to the regularly scheduled fourth quarter and following second quarter RCRC meetings, the Association would be entitled to reimbursement of up to $50,000. The Association’s ability to access such a program, regardless of whether the expense is reimbursed by the Company, does not absolve the Company of its obligations to provide information to the RCRC in a timely manner in accordance with this Section 1-J-2.

1-J-3 The RCRC shall review all new and modified agreements concerning the Company’s relationships with other air carriers as governed by this Section 1 in order to ensure compliance with the terms of this Section 1. In reviewing agreements with United Express Carriers, the RCRC shall make such recommendations to the Company as the RCRC deems appropriate for the purpose of strengthening the Company’s contractual relationships with United Express Carriers and protecting the Company’s feed.

1-J-4 The parties shall utilize appropriate aspects of the Notice of Proposed Decision Making (“NPDM”) procedures currently utilized by the System Schedule Committee in connection with a review of the United Express Carriers aimed at ensuring that all United Express Carriers maintain the highest possible quality assurance and flight safety programs and provide a product that meets the Company’s high quality standards.

1-K-1 A grievance filed by the Association alleging a violation of this Section 1 shall, at the request of either party, bypass the initial steps of the grievance process and be submitted and heard on an expedited basis directly before the System Board of Adjustment sitting with a neutral arbitrator. The dispute shall be heard by the System Board of Adjustment no later than thirty (30) days following the submission of the grievance to the System Board and decided no later than thirty (30) days after the record is closed in the hearing, unless the parties agree otherwise in writing.

1-K-2 If the System Board decides that the Company has violated any part of this Section 1, the System Board shall direct the Company to comply with the Agreement and shall fashion an appropriate remedy for the harm caused by the Company’s failure to comply with the Agreement.

1-L-1 “Affiliate” of Entity A means, any other Entity which directly or indirectly Controls, is Controlled by or is under common Control with Entity A.

1-L-2 “Circumstance Beyond the Company’s Control” includes but is not limited to an act of nature; an ongoing labor dispute; grounding or repossession of a substantial number of aircraft operated by the Company by a government agency or court order; loss or destruction of the Company’s aircraft; involuntary reduction in flight operations due either to a governmental action(s)/requirement(s) or to a decrease in available fuel supply or other critical materials for the Company's operations; revocation of a Company operating certificate; war emergency; a terrorist act; or a substantial delay in the delivery of aircraft scheduled for delivery, provided that the applicable occurrence has a material and substantial impact on the Company. The phrase "Circumstance Beyond the Company's Control" does not include any economic or financial considerations including, but not limited to, the price of fuel, aircraft or other supplies, the cost of labor, the level of revenues, the state of the economy, the financial state of the Company, or the relative profitability or unprofitability of the Company's then-current operations in the absence of the circumstances described in the preceding sentence.

1-L-3 “Code Share Agreement” means an agreement or arrangement among two (2) or more air carriers or their Affiliates, permitting one (1) of the air carriers to use, in its marketing, reservations, ticketing, and operations, the other air carrier’s Designator Code.

1-L-4 “Company” means United Airlines, Inc.

1-L-5 “Company Aircraft” includes all aircraft owned or leased by the Company or a Company Affiliate other than Regional Aircraft. Company Aircraft do not include aircraft that have been sold, leased or transferred.

1-L-6 “Company Fleet” means Company Aircraft in service or undergoing maintenance, and operational spares.

1-L-7 “Company Hub” means CLE, DEN, EWR, GUM, IAD, IAH, LAX, ORD, SFO, and SEA (so long as the Company or a Foreign Air Carrier operating under a Revenue Share Agreement with the Company operates trans-Pacific flights out of SEA), and any other airport identified as a hub in UAL’s Annual Report on Form 10-K.

1-L-8 “Control”: Entity A shall be deemed to “Control” Entity B if Entity A, whether directly or indirectly,

1-L-8-a owns securities that constitute, are exercisable for or are exchangeable into fifty percent (50%) or more of (i) Entity B’s outstanding common stock or (ii) securities entitled to vote on the election of directors of Entity B; or otherwise owns fifty percent (50%) or more of the Equity of Entity B; or

1-L-8-b maintains the power, right, or authority--by contract or otherwise--to direct, manage or direct the management of all, or substantially all, of Entity B’s operations or provides all or substantially all of the controlling management personnel of Entity B; or

1-L-8-c maintains the power, right or authority to appoint or prevent the appointment of a majority of Entity B’s Board of Directors or similar governing body; or

1-L-8-d maintains the power, right or authority to appoint a minority of Entity B’s Board of Directors or similar governing body, if such minority maintains the power, right or authority to appoint or remove any of Entity B’s executive officers or any committee of Entity B’s Board of Directors or similar governing body, to approve a material part of Entity B’s business or operating plans or to approve a substantial part of Entity B’s debt or equity offerings.

1-L-9 “Designator Code” means a two (2) character (or three (3) character if adopted) designator issued by the International Air Transport Association (“IATA”) to a specific air carrier to identify Flights or series of Flights operated by that air carrier, for publication as Scheduled flying or a Scheduled Flight.

1-L-10 “Domestic Air Carrier” means an air carrier as defined in 49 U.S.C. Section 40102(a)(2) holding an air carrier certificate issued by the Administrator of the FAA under 14 C.F.R. Section 119.5.

1-L-11 “Domestic Code Share Carrier” means a Domestic Air Carrier other than the Company that engages in flying under a Code Share Agreement with the Company (but not under or pursuant to a Livery Agreement or Revenue Share Agreement with the Company or a Company Affiliate), and also means any Domestic Air Carrier that conducts Flights using the Designator Code and brand name of that Domestic Code Share Carrier (e.g., US Airways Express) under a Revenue Share Agreement to the extent such Flights are operated with Regional Aircraft.

1-L-12 “Domestic Code Share Flights” or “Domestic Code Share Flying” means flying operated by a Domestic Code Share Carrier under a Code Share Agreement with the Company.

1-L-13 “Entity” means any business form of any kind including without limitation any natural person, corporation, company, unincorporated association, division, partnership, group of Affiliated Entities acting in concert, trustee, trust, receivership, debtor-in-possession, administrator or executor.

1-L-14 “Equity” means: (i) common stock or other securities that carry the right to vote for one or more members of a board of directors or similar governing body, or shares or interests in a partnership or limited partnership which shares or interests have general voting rights (all of the foregoing being collectively referred to as “Common Equity”) and (ii) securities that are then currently or in the future exchangeable into, exercisable for, or convertible into Common Equity.

1-L-15 “Flight” means the one-way operation of an aircraft between two airports with no Scheduled intervening stop.

1-L-16 “Foreign Air Carrier” means an air carrier that is not a Domestic Air Carrier.

1-L-17 “Foreign Airport” means an airport outside the United States and its Territories.

1-L-18 “Foreign Code Share Flight” or “Foreign Code Share Flying” means a Flight or Flights by a Foreign Air Carrier, operating under and pursuant to a Code Share Agreement with the Company or a Company Affiliate.

1-L-19 “Hub” of an air carrier other than the Company means an airport from which the air carrier, during the six (6) consecutive calendar months prior to the month for which a measurement is being made, Scheduled its own operation of an average of fifty (50) or more daily departures.

1-L-20 “Industry Standard Interline Agreement” means an agreement or other arrangement between two (2) carriers or among three (3) or more carriers, such as the International Air Transport Association’s “Multilateral Interline Traffic Agreements,” establishing rights and obligations relating to the transportation of through passengers and/or through shipments by the party carriers.

1-L-21 “International Route” means a Market in which one (1) or both airports are in a foreign country.

1-L-22 “Jet Aircraft” means an aircraft powered by one (1) or more turbine engines with turbofan or turbojet propulsion, and includes future propulsion types whether ducted or unducted.

1-L-23 “Livery Agreement” means an agreement or arrangement permitting an air carrier to display on its aircraft another air carrier’s name, logo, or aircraft paint scheme.

1-L-24 “Market” means a pair of airports, e.g., ORD-MSP.

1-L-25 “New Small Narrowbody Aircraft” means a A220-100, E190 or E195 aircraft, provided that such aircraft is neither in the Company Fleet as of the date of signing of this Agreement nor acquired through merger or acquisition of another air carrier.

1-L-26 “Non-Stop” means a flight in a Market that does not include a Scheduled intervening take- off and landing.

1-L-27 “Operated in United Express Flying” or “United Express Flying” (whether or not “operated” is capitalized) when used in reference to aircraft (examples include phrases such as, “50-Seat Aircraft operated in United Express Flying” or “50-Seat Aircraft in United Express Flying”) means or refers to aircraft in service, undergoing maintenance, or used for operational spares at a United Express Carrier.

1-L-28 “Parent” refers to United Airlines Holdings, Inc. (“UAH”) or any other Entity that has majority control of the Company, whether directly or indirectly, through the majority control of other Entities that have majority control of the Company.

1-L-29 “Regional Aircraft” means one (1) or more (including all) of the following aircraft (as defined below): 37-Seat Turboprop Aircraft, 50-Seat Aircraft, 70-Seat Aircraft and 76-Seat Aircraft.

“37-Seat Turboprop Aircraft” means Turboprop Aircraft certificated in the United States for operations with thirty-seven (37) or fewer passenger seats and with a maximum certificated gross takeoff weight in the United States of 37,000 or fewer pounds.

“50-Seat Aircraft” means aircraft certificated in the United States for fifty (50) or fewer passenger seats and a maximum certificated gross takeoff weight in the United States of 65,000 or fewer

pounds. The definition of “50-Seat Aircraft” does not include “37-Seat Turboprop Aircraft.” If a 50-Seat Aircraft is certificated for fifty (50) or fewer passenger seats when first placed into service by a United Express Carrier but is subsequently certificated for operation in the United States with a capacity in excess of fifty (50) passenger seats, this aircraft type may continue to be operated by United Express Carriers as long as all United Express Carriers operate such aircraft type with no more than 50 passenger seats and no more than 65,000 pounds gross takeoff weight.

“70-Seat Aircraft” means aircraft configured with more than fifty (50) passenger seats but no more than seventy (70) passenger seats, and certificated in the United States with a maximum gross takeoff weight of 86,000 or fewer pounds.

“76-Seat Aircraft” means aircraft configured with more than seventy (70) passenger seats but no more than seventy-six (76) passenger seats, and certificated in the United States for ninety (90) or fewer passenger seats and with a maximum United States certificated gross takeoff weight of 86,000 or fewer pounds.

1-L-30 “Revenue Share Agreement” means an agreement or arrangement between or among two (2) or more air carriers or their Affiliates, providing for any form of:

• Capacity purchase, • Fees for Scheduled block hours or departures, • Revenue sharing from flight operations, • Profit sharing from flight operations, • Margin sharing from flight operations, • Purchase of blocks of passenger seats on an air carrier for sale or resale by a different air carrier.

For purposes of this definition, the following provisions in an agreement or arrangement do not make it a Revenue Share Agreement: (i) reimbursement of distribution costs, or (ii) payments or receipts under standard industry prorate agreements, standard industry interline service charge agreements, standard industry re-accommodation agreements, or standard industry revenue settlement agreements.

1-L-31 “Rolling Twelve-Month Period” means a period of twelve (12) consecutive calendar months beginning on the first day of a calendar month, e.g., January-December, February- January.

1-L-32 “Round Trip” means a pair of flights to and from one city in a Market to the other, e.g. ORD-STL-ORD.

1-L-33 “Schedule,” “Scheduled,” or “Scheduling” with respect to flying or a Flight means flying or a Flight that is published in the OAG, Innovata, or successor system.

1-L-34 “Turboprop Aircraft” means an aircraft, other than a Jet Aircraft. A Turboprop Aircraft does not include future engine configurations such as unducted fans.

1-L-35 “UAH” means United Airlines Holdings, Inc., its Successors, and any other Entity of any name that acquires Control of the Company.

1-L-36 “United Express Carrier” means a Domestic or Foreign Air Carrier that operates United Express Flying.

1-L-37 “United States,” when referring to geographical extent means only the States of the United States of America and the District of Columbia.

1-L-38 “United States and Territories” means the United States and its territories and possessions, including but not limited to the Commonwealth of Puerto Rico and Guam.