Common use of Form of Equipment Notes Clause in Contracts

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 648 DATED AS OF NOVEMBER 2426, 1997. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N16648. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647648, dated as of November 2426, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 646 DATED AS OF NOVEMBER 2421, 1997. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N16646. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647646, dated as of November 2421, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 645 DATED AS OF NOVEMBER 24SEPTEMBER 30, 1997. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N14645. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647645, dated as of November 24September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April October 1, 19981997, and thereafter on October April 1 and April October 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. * * *

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS REGISTRATION REQUIREMENTS IS AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. AMERICAN AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2019-1 [___][XXX.XX.] EQUIPMENT NOTE DUE _____] LIMITED RECOURSE EQUIPMENT NOTE DUE [__ __, 20__] _ ISSUED IN CONNECTION WITH THE BOEING [AIRBUS] [BOEING] [EMBRAER] MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. .____ Date: [__________, __,__] $________________ DEBT RATE MATURITY DATE [________ INTEREST RATE MATURITY DATE []% ___________] [_ ___, 20_________] FIRST SECURITY BANK_ AMERICAN AIRLINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $________________ Dollars (the “Original Amount”), together with interest $_________) [on __________]8 [in installments on the Payment Dates set forth in Schedule I hereto, each 8 To be inserted in non-installment Equipment Notes. Indenture and Security Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]9 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________Rate shown above. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS REGISTRATION REQUIREMENTS IS AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997REFERRED TO HEREIN. JETBLUE AIRWAYS CORPORATION SERIES 2019-1[__]-[_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737A321-524 231 (GENERIC MANUFACTURER AND MODEL AIRBUS MODEL A321) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N976JT No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [Date: ___________] [_ DEBT RATE MATURITY DATE Indenture and Security Agreement (2019-1 EETC) N976JT JETBLUE AIRWAYS CORPORATION (together with its successors and permitted assigns, “Company”) hereby promises to pay to ____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of __________________________ Dollars ($____________ (the “Original Amount”), together with interest ) [on _______]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and after such scheduled date. For purposes hereof, the term “Indenture” means the Indenture and Security Agreement (N976JT), dated as of November 12, 2019, between Company and Wilmington Trust Company, as Loan Trustee (“Loan Trustee”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. All capitalized terms used in this Equipment Note and not defined herein, unless the context otherwise requires, shall have the respective meanings set forth or incorporated by reference, and shall be construed and interpreted in the manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, interest, and any other amounts payable hereunder not paid when due for any period during which the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). 1 To be inserted in non-installment Equipment Notes. 2 To be inserted in installment Equipment Notes. 3 To be inserted in installment Equipment Notes. Indenture and Security Agreement (2019-1 EETC) N976JT There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the Indenture. The principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of Loan Trustee, or as otherwise provided in the Indenture. Company shall not have any responsibility for the distribution of any such extensionpayment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, this Equipment Note shall be surrendered to Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Indenture, including the subordination provisions referred to below, each payment of an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied: first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, any overdue interest and any other overdue amounts hereunder) to the date of such payment; second, to the payment of Make-Whole Amount, if any, with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due hereunder, if any; and fourth, the balance, if any, remaining thereafter to the payment of installments of the principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by Company pursuant to the terms of the Indenture. The Collateral is held by Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Indenture, to all of which terms and conditions in the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. Indenture and Security Agreement (2019-1 EETC) N976JT As provided in the Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for an equal aggregate principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, Company and Loan Trustee shall deem and treat the Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, and neither Company nor Loan Trustee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.02 of the Indenture. This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Section 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate. The indebtedness evidenced by this Equipment Note is[,]4 [(i) to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations in respect of [Series AA Equipment Notes]5 [Series AA Equipment Notes and Series A Equipment Notes]6 [Series AA 4 To be inserted in the case of a Series AA Equipment Note. 5 To be inserted in the case of a Series A Equipment Note. 6 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. Indenture and Security Agreement (2019-1 EETC) N976JT Equipment Notes, Series A Equipment Notes and [ ]7]8, and certain other Secured Obligations, and (ii)]9 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, on such Noteholder’s behalf to take any action necessary or appropriate to effectuate the subordination as provided in the Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such purpose. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 7 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 8 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 9 To be inserted in the case of a Series A Equipment Note or an Additional Series Equipment Note. Indenture and Security Agreement (2019-1 EETC) N976JT THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____A][B][C] LIMITED RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737-524 [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[ ] No. ____ Date: [__________[ , ____] $_______________________ INTEREST RATE MATURITY DATE [___________[ ] [____________[ ] FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April [ ] 1, 1998, 201[ ] and thereafter on October 1 June 3 and April 1 December 3 of each year, to and including _______________[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_______] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N[_____]. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”"Owner"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be [payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. .] [paid in full on ____] Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1[______, 1998, __ 20__,] and thereafter on October 1 [______] and April 1 [______] of each year, to and including [_______________. .] Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [___] DATED AS OF NOVEMBER 24[_______________, 199720__]. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_______] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N[_____]. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[___], dated as of November 24[____________, 199720__], between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be [payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. .] [paid in full on _______.] Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1[_____________], 199820[__], and thereafter on October 1 [_______] and April 1 [_______] of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [___] DATED AS OF NOVEMBER 24[_______________, 1997199_]. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_______] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N[_____]. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE ------------- ------------- [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[___], dated as of November 24[____________, 1997199_], between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be [payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. .] [paid in full on _______.] Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1[_____________], 1998199[_], and thereafter on October 1 [_______] and April 1 [_______] of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS REGISTRATION REQUIREMENTS IS AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997REFERRED TO HEREIN. FEDERAL EXPRESS CORPORATION SERIES [_____] LIMITED RECOURSE 2020-1AA-N126FE EQUIPMENT NOTE DUE [____] FEBRUARY 20, 2034 ISSUED IN CONNECTION WITH THE BOEING MODEL 737767-524 3S2F GENERIC MANUFACTURER AND MODEL BOEING MODEL 767-300F AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N126FE No. __________ Date: [________ DEBT RATE MATURITY DATE __________ __________, ____] $_ FEDERAL EXPRESS CORPORATION (together with its successors and permitted assigns, “Company”) hereby promises to pay to , or the registered assignee thereof, the principal amount of __________________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee Dollars (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest ) in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due, and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________full. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and after such scheduled date. For purposes hereof, the term “Indenture” means the Indenture and Security Agreement (N126FE), dated as of August 13, 2020, between Company and Wilmington Trust Company, as Loan Trustee (“Loan Trustee”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. All capitalized terms used in this Equipment Note and not defined herein, unless the context otherwise requires, shall have the respective meanings set forth or incorporated by reference, and shall be construed and interpreted in the manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, interest, and any other amounts payable hereunder not paid when due for any period during which the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of Loan Trustee, or at the office of any successor trustee, in the manner provided in ‎Section 2.07 of the Indenture. The principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of Loan Trustee, or as otherwise provided in the Indenture. Company shall not have any responsibility for the distribution of any such extensionpayment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, this Equipment Note shall be surrendered to Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Indenture, including the subordination provisions referred to below, each payment of an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied: first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, any overdue interest and any other overdue amounts hereunder) to the date of such payment; second, to the payment of Make-Whole Amount, if any, with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due hereunder, if any; and fourth, the balance, if any, remaining thereafter to the payment of installments of the principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by Company pursuant to the terms of the Indenture. The Collateral is held by Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Indenture, to all of which terms and conditions in the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for an equal aggregate principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, Company and Loan Trustee shall deem and treat the Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, and neither Company nor Loan Trustee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections ‎2.10, ‎2.11 and ‎2.12 of the Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in ‎Section 4.02 of the Indenture. This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in ‎Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in ‎Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Sections ‎4.01(g), ‎(h) or ‎(i) of the Indenture, except, in each case, as expressly provided in Article ‎III of the Indenture or Article ‎III of the applicable Related Indenture, as appropriate. The indebtedness evidenced by this Equipment Note is[,]1 [(i) to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations in respect of [Series AA Equipment Notes]2 [Series AA Equipment Notes and [ ]3]4, and certain other Secured Obligations, and (ii)]5 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, on such Noteholder’s behalf to take any action necessary or appropriate to effectuate the subordination as provided in the Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such purpose. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under ‎Section 2.13 or Article ‎III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article ‎III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. 1 To be inserted in the case of a Series AA Equipment Note. 2 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 3 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 4 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 5 To be inserted in the case of an Additional Series Equipment Note.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. Indenture and Security Agreement (American Airlines 2013-2 Aircraft EETC) N907AN AMERICAN AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2013-2[ ][_____XXX.XX.] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] , 20 ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. .____ Date: [__________[ , ____] $________________ DEBT RATE MATURITY DATE [ ]% ________ INTEREST RATE MATURITY DATE [_____, 20______] [____________] FIRST SECURITY BANK_ AMERICAN AIRLINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate shown above[, as such Debt Rate may be changed from time to time as described in the definition of “Debt Rate. The Original Amount of this Equipment Note shall be payable ” in installments on the dates set forth in Schedule I hereto equal Annex A to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I heretoIndenture]3. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]4 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997. JETBLUE AIRWAYS CORPORATION SERIES [_____[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737A320-524 232 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647NXXXJB. No. ____ [Date: [__________, ____] $_______________________ MATURITY DATE INTEREST RATE MATURITY DATE [___________Three-Month LIBOR + [ ]% [ ] [____________] FIRST SECURITY BANKJETBLUE AIRWAYS CORPORATION, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________WILMINGTON TRUST COMPANY, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time which shall accrue with respect to each Interest Period at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised and the actual number of twelve 30-day monthsdays elapsed) in effect for such Interest Period from the date hereof until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual quarterly installments on March 15, June 15, September 15 and December 15 of each year commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if whenever the date scheduled for any date on which a payment to be made hereunder or under this Equipment Note becomes due and payable is the Trust Indenture shall not be a Business Day, then such payment shall not be made due on such scheduled date but shall be made due on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH TRUST INDENTURE 2013-1 BACK APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKHAWAIIAN AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737A330-524 243 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[_____] No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________, ____] FIRST SECURITY BANKHAWAIIAN AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1[______, 1998, _____,]1 and thereafter on October 1 [January 15 and April 1 July 15]2 of each year, to and including [__________, _____]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKWXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER AMENDED AND RESTATED TRUST AGREEMENT 647 [TN] DATED AS OF NOVEMBER 24, 1997[IDC]. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING EMBRAER MODEL 737-524 EMB-145 XR AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N[REG]. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKWXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Amended and Restated Trust Agreement 647[TN], dated as of November 24, 1997[ID], between the Owner Participant named therein and First Security BankWxxxx Fargo Bank Northwest, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________WILMINGTON TRUST COMPANY, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1July 2, 19982004, and thereafter on October 1 January 2 and April 1 July 2 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. DELTA AIR LINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2007-1[__]-[_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. __________ Date: [________ INTEREST RATE MATURITY DATE __________ __________, ____] $_ DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to , or the registered assignee thereof, the principal amount of __________________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee Dollars (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest ) [on _______]3 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]4 and to pay interest in arrears on each Payment Date at the Debt Rate on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________full. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other 3 To be inserted in non-installment Equipment Notes. 4 To be inserted in installment Equipment Notes. amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. AMERICAN AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2016-1[ ][_____XXX.XX.] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] , 20 ISSUED IN CONNECTION WITH THE BOEING [AIRBUS] [BOEING] MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. ____ Date: [__________[ , ____] $_______________________ INTEREST $ DEBT RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK[ ]% , NATIONAL ASSOCIATION20 AMERICAN AIRLINES, not in INC. (together with its individual capacity but solely as Owner Trustee (herein in such capacity called successors and permitted assigns, the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]5 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite 5 To be inserted in non-installment Equipment Notes. Indenture and Security Agreement (American Airlines 2016-1 Aircraft EETC) [Reg. No.] the Payment Date on which such installment is due,]6 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate shown above. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]7 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKXXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [___] DATED AS OF NOVEMBER 24[_______________, 199720__]. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_______] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N[_____]. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKXXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[___], dated as of November 24[____________, 199720__], between the Owner Participant named therein and First Security BankXxxxx Fargo Bank Northwest, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be [payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. .] [paid in full on _______.] Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1[_____________], 199820[__], and thereafter on October 1 [_______] and April 1 [_______] of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUNITED AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[ ] No. ____ Date: [[ , ] __________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________[ ] [____________[ ] FIRST SECURITY BANKUNITED AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1, 1998, [ ]1 and thereafter on [April 7 and October 1 and April 1 7]2 of each year, to and including _______________[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. DELTA AIR LINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____2019-1[ ]-[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737A350-524 941 (GENERIC Indenture and Security Agreement (2019-1 EETC) N510DN MANUFACTURER AND MODEL AIRBUS MODEL A350) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N510DN No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [Date: ___________] [____________] FIRST SECURITY BANK_ DEBT RATE MATURITY DATE DELTA AIR LINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date. For purposes hereof, the term “Indenture” means the Indenture and Security Agreement (N510DN), dated as of March 13, 2019, between Company and U.S. Bank Trust National Association, as Loan Trustee (“Loan Trustee”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. All capitalized terms used in this Equipment Note and not defined herein, unless the context otherwise requires, shall have the respective meanings set forth or incorporated by reference, and shall be construed and interpreted in the manner described, in the Indenture.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: BACK THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____G/B] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. JUNE 2, 2013 No. .____ Date: [__________, ____] $MATURITY DATE June 2, 2013 CONTINENTAL AIRLINES, INC., a Delaware corporation (“Owner”), hereby promises to pay to [_______________________ INTEREST RATE MATURITY DATE [___________] ], or the registered assignee thereof, the principal sum of $[____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum for each Interest Period equal to the Debt RateRate for such Interest Period (calculated on the basis of a year of 360 days and actual days elapsed during the period for which such amount accrues). The Original Amount of this Equipment Note shall be payable paid in installments full on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I heretoJune 2, 2013. Accrued but unpaid interest shall be due and payable in semiannual quarterly installments commencing on April 1September 2, 19982006, and thereafter on October 1 December 2, March 2, June 2 and April 1 September 2 of each year, to and including _______________June 2, 2013. Interest shall be payable with respect to the first but not the last day of each Interest Period. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no and such extension of time shall be included in the computation of interest shall accrue on the amount of such payment during such extensionpayable.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [GPA 1989 BN-6] DATED AS OF NOVEMBER 24DECEMBER 15, 19971989, AS AMENDED. SERIES [_____A/B/C/D] LIMITED NON-RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING MODEL 737ONE AIRBUS 320-524 231 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N626AW. No. ____ Date: [__________, ____1996] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________] [________, ____] FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[GPA 1989 BN-6], dated as of November 24December 15, 19971989, as amended, between the Owner Participant named therein and First Security Bank, National Association Wilmington Trust Company (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________Fleet National Bank, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Principal Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi- annual installments commencing on April 1January 2, 19981997, and thereafter on October 1 July 2 and April 1 January 2 of each year, to and including ______________, ____. Notwithstanding the foregoingforegoing or anything to the contrary contained herein, (i) the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, ; and (ii) if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [GPA 1989 BN-6] DATED AS OF NOVEMBER 24DECEMBER 15, 19971989, AS AMENDED. SERIES [_____A/B/C/D] LIMITED NON-RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING MODEL 737ONE AIRBUS 320-524 231 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N626AW. No. ____ Date: [__________, ____1996] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________] [________,____] FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[GPA 1989 BN-6], dated as of November 24December 15, 19971989, as amended, between the Owner Participant named therein and First Security Bank, National Association Wilmington Trust Company (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________Fleet National Bank, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Principal Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi- Trust Indenture annual installments commencing on April 1January 2, 19981997, and thereafter on October 1 July 2 and April 1 January 2 of each year, to and including ___________, ____. Notwithstanding the foregoingforegoing or anything to the contrary contained herein, (i) the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, ; and (ii) if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997SOUTHWEST AIRLINES CO. SERIES [_____[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 700 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N259WN No. ____ Date: [__________October 3, ____] $_______________________ 2007 INTEREST RATE MATURITY DATE [___________[ ] [____________[ ] FIRST SECURITY BANKSOUTHWEST AIRLINES CO., NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee a Texas corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________Wilmington Trust Company, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual arrears in semi-annual installments commencing on April February 1, 19982008, and thereafter on October February 1 and April August 1 of each year, to and including _______________[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be ----------------------- substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED Trust Indenture and Security Agreement (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997. SERIES [GARC II 98-A) _____] LIMITED RECOURSE % EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737(GARC II 98-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. A) (Secured by, among others, Lease Obligations of General American Railcar Corporation II) Issued in Connection with certain Railroad Rolling Stock No. ______ Date: [Chicago, Illinois $__________, ____] $_ _______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION1998 GARC II 98-A Railcar Trust, by Wilmington Trust Company, not in its individual capacity capacity, but solely as Owner Trustee owner trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647(GARC II 98-A), dated as of November 24September 1, 19971998, as from time to time supplemented and amended (herein called the "Trust Agreement"), between the Owner Participant named Trustee in its individual capacity and the institution referred to therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”)"Owner Participant", hereby promises to pay to __________________, or the registered assignee thereofassigns, the principal sum of $________________ (or such lesser amount as shall equal the “Original Amount”), together with interest on the unpaid principal amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable Note), in installments lawful currency of the United States of America, on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due Rated Maturity Date and payable in semiannual installments on each Payment Date commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including ___________ _____. Notwithstanding , 1998 that precedes the foregoingRated Maturity Date, (i) the final payment made principal amount required to be paid on such date by Sections 2.2 and 3.1 of the Indenture, (ii) interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance hereof, from and including the date hereof or the most recent Payment Date for which interest has been duly paid to but excluding such Payment Date at the Debt Rate, (iii) without duplication of any amount payable pursuant to clause (ii), interest (computed on the basis of a 360-day year of twelve 30-day months) on any Rated Amortization of this Equipment Note shall Note, and, to the extent lawful, interest payable under the foregoing clause (ii), that is not paid on the date such principal or interest becomes due and payable, for the period from and including the date such Rated Amortization becomes due and payable to but excluding the date such principal is paid in full, at the Default Rate, (iv) any Premium required to be in an amount sufficient to discharge in full paid on such date by Sections 2.2 and 3.1 of the unpaid Original Amount and all accrued and unpaid interest onIndenture, and (v) any other amounts due under, interest (computed on the basis of a 360-day year of twelve 30-day months) required to be paid on such date by Sections 2.2 and 3.1 of the Indenture on any Premium payable on this Equipment Note. Notwithstanding anything All payments of principal and interest and Premium, if any, to be made hereunder and under the Trust Indenture and Security Agreement (GARC II 98-A), dated as of September 1, 1998 as from time to time amended and supplemented (herein called the "Indenture"; unless otherwise defined herein, defined terms used herein shall have the meanings assigned to such terms in the Indenture), between the Owner Trustee and State Street Bank and Trust Company, as Indenture Trustee thereunder for the holder of this Equipment Note and the holders of other Equipment Notes outstanding thereunder (in such capacity, the "Indenture Trustee") shall be made only from the income and proceeds from the Indenture Estate and only to the contrary contained hereinextent that the Indenture Trustee shall have sufficient income or proceeds from the Indenture Estate to make Trust Indenture and Security Agreement (GARC II 98-A) such payments in accordance with the terms of Article III of the Indenture. Each holder hereof, if by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Indenture Estate to the extent available for distribution to the holder hereof as provided in the Indenture and that none of the Owner Trustee, the Owner Participant, the Indenture Trustee or their permitted successors and assigns is or shall be personally liable to the holder hereof for any date on which a payment amount payable under this Equipment Note becomes or the Indenture or, except as expressly provided in the Participation Agreement or the Indenture, for any liability under the Participation Agreement or (in the case of the Owner Trustee or the Indenture Trustee) the Indenture. Payments with respect to the principal amount hereof, Premium, if any, and interest thereon shall be payable in U.S. dollars in immediately available funds at the principal bond and trustee administration office of the Indenture Trustee, or as otherwise provided in the Indenture. Each such payment shall be made on the date such payment is due and payable is without any presentment or surrender of this Equipment Note, except as provided in Section 2.4. Whenever the date scheduled for any payment to be made hereunder or under the Indenture shall not be a Business Day, then such payment shall need not be made on such scheduled date but shall may be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided that such payment is made on such next succeeding Business Day, ) no interest shall accrue on the amount of such payment during from and after such extension.scheduled date to the time of such payment on such next succeeding Business Day. Each holder hereof, by its acceptance of this Equipment Note, agrees that each payment received by it hereunder shall be applied in the order of priority set forth in Article III of the Indenture. This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Indenture and relates to the Units described in Lease Supplement No. __. The Indenture Estate is held by the Indenture Trustee as security for the Equipment Notes. Reference is hereby made to the Indenture for a statement of the rights of the holder of, and the nature and extent of the security for, this Equipment Note, as well as for a statement of the terms and conditions of the trusts created by the Indenture, to all of which terms and conditions in the Indenture each holder hereof agrees by its acceptance of this Equipment Note. This Equipment Note is not subject to redemption or prepayment except as provided in Sections 2.10, 3.2 and 3.3 of the Indenture. This Equipment Note is subject to purchase by the Owner Trustee as provided in Section 4.4(b) of the Indenture (including purchase without Make-Whole Amount under certain circumstances as described therein). The holder hereof, by its acceptance of this Equipment Note, agrees to be bound by said provisions. This Equipment Note is a registered Equipment Note and is transferable, as provided in the Indenture, only upon surrender of this Equipment Note for registration of transfer duly endorsed by, or accompanied by a written statement of transfer duly executed by, the registered Trust Indenture and Security Agreement (GARC II 98-A) holder hereof or his attorney duly authorized in writing. Prior to the due presentation for registration of transfer of this Equipment Note, the Owner Trustee and the Indenture Trustee may deem and treat the registered holder of this Equipment Note as the absolute owner and holder hereof for the purpose of receiving payment of all amounts payable with respect hereto and for all other purposes and shall not be affected by any notice to the contrary. THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. THIS EQUIPMENT NOTE SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. Trust Indenture and Security Agreement (GARC II 98-A)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 _______ AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N_____. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE ------------- ------------- [___________] [____________] FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”"Owner"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1______, 1998__ 199_, and thereafter on October 1 January 2 and April 1 July 2 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. AMERICAN AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____2017-2[ ]-[XXX.XX.] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] , 20 ISSUED IN CONNECTION WITH THE BOEING [BOEING] [EMBRAER] MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. ____ Date: [__________[ , ____] $_______________________ INTEREST $ DEBT RATE MATURITY DATE [ ]% , 20 Indenture and Security Agreement (American Airlines 2017-2 Aircraft EETC) [___________Reg. No.] [____________] FIRST SECURITY BANKAMERICAN AIRLINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]3 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]4 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate shown above. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]5 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. AMERICAN AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [2011-2[___][XXX.XX.] EQUIPMENT NOTE DUE _____] LIMITED RECOURSE EQUIPMENT NOTE DUE [__ __, 20__] _ ISSUED IN CONNECTION WITH THE BOEING MODEL 737[MODEL] Indenture and Security Agreement (American Airlines 2011-524 2 Aircraft EETC) [Reg. No.] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. .____ Date: [__________, __,__] $________________ DEBT RATE MATURITY DATE [________ INTEREST RATE MATURITY DATE []% ___________] [_ ___, 20_________] FIRST SECURITY BANK_ AMERICAN AIRLINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $________________ Dollars (the “Original Amount”), together with interest $_________) [on __________]3 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]4 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate shown above. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]5 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKOWNED AIRCRAFT INDENTURE 4 483 CONTINENTAL AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 _______ AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N_____. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”"Owner"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1______, 1998__ 199_, and thereafter on April 1, and October 1 and April 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANK5 AMERICAN AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2001 [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [______] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[_____]AN No. .____ Date: [__________, __,__] $_______________________ INTEREST RATE MATURITY DATE [___________] [___________,____] FIRST SECURITY BANKAMERICAN AIRLINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”"Company") under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $________________ Dollars (the “Original Amount”), together with interest $_________) [on __________](1) [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.](2) Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRBUS A- AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647_____. No. .____ Date: [__________, __,__] $_______________________ INTEREST RATE MATURITY DATE [___________] [___________,_____] FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”)INC., hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateInterest Rate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth and in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note installments as set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1_______ 20, 1998____, and thereafter on October 1 January 20 and April 1 July 20 of each year, to and including __________, _____. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997. SERIES [_____] LIMITED RECOURSE THIS EQUIPMENT NOTE DUE [____] IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. AMERICAN AIRLINES, INC. ISSUED IN CONNECTION WITH THE BOEING [AIRBUS] [BOEING] [EMBRAER] MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. ____ Date: [__________[ , ____] $_______________________ INTEREST $ DEBT RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK[ ]% , NATIONAL ASSOCIATION20 AMERICAN AIRLINES, not in INC. (together with its individual capacity but solely as Owner Trustee (herein in such capacity called successors and permitted assigns, the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]7 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite 7 To be inserted in non-installment Equipment Notes. Indenture and Security Agreement (American Airlines 2015-1 Aircraft EETC) [Reg. No.] the Payment Date on which such installment is due,]8 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate shown above. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]9 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 (US AIRWAYS, INC. TRUST NO. N___U_) DATED AS OF NOVEMBER 24_______ __, 1997____. SERIES [_____] LIMITED NON-RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRBUS A-___ AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647_____. No. .____ Date: [__________, __,__] $_______________________ INTEREST RATE MATURITY DATE [___________] [___________,_____] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647(US Airways, Inc. Trust No. N___U_), dated as of November 24_________ __, 1997____, between the Owner Participant named therein and First Security Bank, National Association the Owner Trustee (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateInterest Rate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth and in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note installments as set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1January 20, 19982000, and thereafter on October 1 January 20 and April 1 July 20 of each year, to and including __________, _____. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____A][B][C] LIMITED RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737-524 [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[ ] No. ____ Date: [__________[ , ____] $_______________________ INTEREST RATE MATURITY DATE [___________[ ] [____________[ ] FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April [ ] 1, 1998, 201[ ] and thereafter on October 1 May 15 and April 1 November 15 of each year, to and including _______________[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKTRUST INDENTURE 12-2 BACK CONTINENTAL AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[_____] No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1[______ __, 1998, 20__,]1 and thereafter on [April 29 and October 1 and April 1 29]2 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [___] DATED AS OF NOVEMBER 24[_______________, 199720__]. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_______] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N[_____]. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [____________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[___], dated as of November 24[____________, 199720__], between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be [payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. .] [paid in full on _______.] Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1[_____________], 199820[__], and thereafter on October 1 [_______] and April 1 [_______] of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS REGISTRATION REQUIREMENTS IS AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997REFERRED TO HEREIN. JETBLUE AIRWAYS CORPORATION SERIES [_____2020-1[ ]-[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737A321-524 231 (GENERIC MANUFACTURER AND MODEL AIRBUS MODEL A321) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N946JL No. ____ Date: [__________, ____] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKJETBLUE AIRWAYS CORPORATION (together with its successors and permitted assigns, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Indenture and Security Agreement (the “Original Amount”), together with interest 2020-1 EETC) N946JL Dollars ($ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and after such scheduled date. For purposes hereof, the term “Indenture” means the Indenture and Security Agreement (N946JL), dated as of August 17, 2020, between Company and Wilmington Trust Company, as Loan Trustee (“Loan Trustee”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. All capitalized terms used in this Equipment Note and not defined herein, unless the context otherwise requires, shall have the respective meanings set forth or incorporated by reference, and shall be construed and interpreted in the manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, interest, and any other amounts payable hereunder not paid when due for any period during which the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). 1 To be inserted in non-installment Equipment Notes. 2 To be inserted in installment Equipment Notes. 3 To be inserted in installment Equipment Notes. Indenture and Security Agreement (2020-1 EETC) N946JL There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the Indenture. The principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of Loan Trustee, or as otherwise provided in the Indenture. Company shall not have any responsibility for the distribution of any such extensionpayment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, this Equipment Note shall be surrendered to Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Indenture, including the subordination provisions referred to below, each payment of an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied: first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, any overdue interest and any other overdue amounts hereunder) to the date of such payment; second, to the payment of Make-Whole Amount, if any, with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due hereunder, if any; and fourth, the balance, if any, remaining thereafter to the payment of installments of the principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by Company pursuant to the terms of the Indenture. The Collateral is held by Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Indenture, to all of which terms and conditions in the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. Indenture and Security Agreement (2020-1 EETC) N946JL As provided in the Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for an equal aggregate principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, Company and Loan Trustee shall deem and treat the Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, and neither Company nor Loan Trustee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.02 of the Indenture. This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Section 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate. The indebtedness evidenced by this Equipment Note is[,]4 [(i) to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations in respect of [Series A Equipment Notes]5 [Series A Equipment Notes and Series B Equipment Notes]6 [Series A 4 To be inserted in the case of a Series A Equipment Note. 5 To be inserted in the case of a Series B Equipment Note. 6 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. Indenture and Security Agreement (2020-1 EETC) N946JL Equipment Notes, Series B Equipment Notes and [ ]7]8, and certain other Secured Obligations, and (ii)]9 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, on such Noteholder’s behalf to take any action necessary or appropriate to effectuate the subordination as provided in the Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such purpose. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 7 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 8 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 9 To be inserted in the case of a Series B Equipment Note or an Additional Series Equipment Note. Indenture and Security Agreement (2020-1 EETC) N946JL THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUNITED AIR LINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [MODEL#] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647NXXXUA. [Trust Indenture and Mortgage (NXXXUA)] No. ____ Date: [__________, ____] $_______________________ MATURITY DATE INTEREST RATE MATURITY DATE [___________[ ]%1 [ ] [____________] FIRST SECURITY BANKUNITED AIR LINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________WILMINGTON TRUST COMPANY, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve (12) 30-day monthsmonths)]2 [which shall accrue with respect to each Interest Period at the applicable Debt Rate (calculated on the basis of a year of 360 days and the actual number of days elapsed) in effect for such Interest Period]3 from the date hereof until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual arrears in semi-annual installments on January 2 and July 2 of each year commencing on April 1January 2, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________2008. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made due on such scheduled date but shall be made due on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [GPA 1990 AWA-14] DATED AS OF NOVEMBER 24SEPTEMBER 21, 19971990, AS AMENDED. SERIES [A/B/C/D/E] NON-RECOURSE EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH ONE AIRBUS 320-000 XXXXXXXX XXXXXXX XXXXXX XXXXXX XXXISTRATION NUMBER N635AW. No._____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. No. ____ Date: [__________, ____1996] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________[ ] [____________[ , ] FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[GPA 1990 AWA-14], dated as of November 24September 21, 19971990, as amended, between the Owner Participant named therein and First Security Bank, National Association Wilmington Trust Company (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________Fleet National Bank, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Principal Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1January 2, 19981997, and thereafter Trust Indenture 27 - 22 - on October 1 July 2 and April 1 January 2 of each year, to and including ___________, ____. Notwithstanding the foregoingforegoing or anything to the contrary contained herein, (i) the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, ; and (ii) if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997REFERRED TO HEREIN. [[PARINA LEASING LIMITED]/[CUCLILLO LEASING LIMITED]/[RAYADOR LEASING LIMITED]/[CANASTERO LEASING LIMITED]5] SERIES [2015-1[___][MSN] EQUIPMENT NOTE DUE _____] LIMITED RECOURSE EQUIPMENT NOTE DUE [__ __, 20__] _ ISSUED IN CONNECTION WITH THE BOEING [AIRBUS] [BOEING] MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES [CHILEAN]/[BRAZILIAN] REGISTRATION NUMBER N16647[REG. NO.] BEING LEASED TO LATAM AIRLINES GROUP S.A. No. .____ Date: [__________, __,__] $________________ DEBT RATE MATURITY DATE [________ INTEREST RATE MATURITY DATE []% ___________] [_ ___, 20__________ 5 To insert the relevant Owner Indenture and Security Agreement [[PARINA LEASING LIMITED]/[CUCLILLO LEASING LIMITED]/[RAYADOR LEASING LIMITED]/[CANASTERO LEASING LIMITED]6] FIRST SECURITY BANK(together with its successors and permitted assigns, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeOwner”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $________________ Dollars (the “Original Amount”), together with interest $_________) [on __________]7 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]8 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall Rate shown above as such Debt Rate may be payable changed from time to time for such period(s), and in installments on the dates set forth such amount(s) and circumstances, as provided in Schedule I hereto equal to the corresponding percentage Section 2(d) of the Original Amount of this Equipment Note set forth in Schedule I heretorelevant Registration Rights Agreement. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]9 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [___] DATED AS OF NOVEMBER 24[_______________, 1997199_]. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_______] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N[_____]. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[___], dated as of November 24[____________, 1997199_], between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1[_____________], 1998199[_], and thereafter on October 1 [_______] and April 1 [_______] of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [___] DATED AS OF NOVEMBER 24[_______________, 199720___]. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_______] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N[_____]. No. ____ Date: [[ __________, ____] $____________________20___ ] $----------------------- INTEREST RATE MATURITY DATE [___________[ ----------- ] [____________------------] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[___], dated as of November 24[____________, 199720___], between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be [payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. .] [paid in full on ____________.] Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1[_____________, 199820___], and thereafter on October 1 [_______] and April 1 [_______] of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[_____] No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1[______ __, 1998, 20__,]6 and thereafter on October 1 [May 10 and April 1 November 10]7 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension._______________

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [GPA 1991 AWA-E3] DATED AS OF NOVEMBER 24MARCH 15, 19971991, AS AMENDED. SERIES [A/B/C/D/E] NON-RECOURSE EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH ONE IAE INTERNATIONAL AERO ENGINES AG V2500-A1 ENGINE WITH MANUFACTURER'S SERIAL NUMBER V0019 No._____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. No. ____ Date: [__________, ____,1996] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________] [_________,___] FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[GPA 1991 AWA-E3], dated as of November 24March 15, 19971991, as amended, between the Owner Participant named therein and First Security Bank, National Association Wilmington Trust Company (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________Fleet National Bank, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Principal Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1January 2, 19981997, and thereafter Trust Indenture on October 1 July 2 and April 1 January 2 of each year, to and including ______________, ____. Notwithstanding the foregoingforegoing or anything to the contrary contained herein, (i) the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, ; and (ii) if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUNITED AIR LINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING [BOEING] [AIRBUS] MODEL 737-524 [MODEL#] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647NXXXUA. No. ____ Date: [__________, ____] $_______________________ MATURITY DATE INTEREST RATE MATURITY DATE [___________[ ]% [ ] [____________] FIRST SECURITY BANKUNITED AIR LINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________WILMINGTON TRUST COMPANY, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve (12) 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual arrears in semi-annual installments on and of each year commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________2010. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made due on such scheduled date but shall be made due on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: Indenture and Security Agreement (2009-1 EETC) [Reg. No.] THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. DELTA AIR LINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2009-1[__]-[_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. _________ Date: [__________, ____] $_ INTEREST RATE MATURITY DATE __________ _______________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKDELTA AIR LINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of ___Dollars ($___) [on _________ (the “Original Amount”), together with interest ] 3 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,] 4 and to pay interest in arrears on each Payment Date at the Debt Rate on the principal amount remaining unpaid from time 3 To be inserted in non-installment Equipment Notes. 4 To be inserted in installment Equipment Notes. Indenture and Security Agreement (2009-1 EETC) [Reg. No.] to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. .] 5 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____A][B][C] LIMITED RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737-524 [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[ ] No. ____ Date: [__________[ , ____] $_______________________ INTEREST RATE MATURITY DATE [___________[ ] [____________[ ] FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April [ ] 1, 1998, 201[ ] and thereafter on October April 1 and April October 1 of each year, to and including _______________[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24_______, 1997199_. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [______________] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 ________ AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647_______. No. _____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [__________, ____] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647Agreement, dated as of November 24_________, 1997199_, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) 812 11 from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1_________, 1998199_, and thereafter on October 1 ______________ ____ and April 1 ___________ ____ of each year, to and including ___________, ____. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS REGISTRATION REQUIREMENTS IS AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. AMERICAN AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2021-1 [___][XXX.XX.] EQUIPMENT NOTE DUE _____] LIMITED RECOURSE EQUIPMENT NOTE DUE [__ __, 20__] _ ISSUED IN CONNECTION WITH THE BOEING [AIRBUS] [YABORA] MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. .____ Date: [__________, __,__] $________________ DEBT RATE MATURITY DATE [________ INTEREST RATE MATURITY DATE []% ___________] [_ ___, 20_________] FIRST SECURITY BANK_ AMERICAN AIRLINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of amount of________________Dollars ($_________)[on ___ (the “Original Amount”), together with interest ________]8 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the 8 To be inserted in non-installment Equipment Notes. 7 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.] Payment Date on which such installment is due,]9 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________Rate shown above. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKTRUST INDENTURE 14-2 BACK UNITED AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING [BOEING/EMBRAER] MODEL 737-524 [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[_____] No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKUNITED AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1[______ __, 1998, 20__,]1 and thereafter on October 1 [March 3 and April 1 September 3]2 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 _______ AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N_____. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE ------------- ------------- [___________] [____________] FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”"Owner"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1______, 1998__ 199_, and thereafter on October 1 [______] and April 1 [______] of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS REGISTRATION REQUIREMENTS IS AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. DELTA AIR LINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2020-1[__]-[_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] Indenture and Security Agreement (2020-1 EETC) N826DN ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 932ER (GENERIC MANUFACTURER AND MODEL BOEING MODEL 737-900) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N826DN No. ____ Date: [__________, _ Date: ____] $____ DEBT RATE MATURITY DATE DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to , or the registered assignee thereof, the principal amount of __________________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee Dollars (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest ) in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due, and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________full. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and after such scheduled date. For purposes hereof, the term “Indenture” means the Indenture and Security Agreement (N826DN), dated as of March 12, 2020, between Company and U.S. Bank Trust National Association, as Loan Trustee (“Loan Trustee”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. All capitalized terms used in this Equipment Note and not defined herein, unless the context otherwise requires, shall have the respective meanings set forth or incorporated by reference, and shall be construed and interpreted in the manner described, in the Indenture. Indenture and Security Agreement (2020-1 EETC) N826DN This Equipment Note shall bear interest, payable on demand, at the Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, interest, and any other amounts payable hereunder not paid when due for any period during which the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the Indenture. The principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of Loan Trustee, or as otherwise provided in the Indenture. Company shall not have any responsibility for the distribution of any such extensionpayment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, this Equipment Note shall be surrendered to Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Indenture, including the subordination provisions referred to below, each payment of an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied: first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, any overdue interest and any other overdue amounts hereunder) to the date of such payment; second, to the payment of Make-Whole Amount, if any, with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due hereunder, if any; and fourth, the balance, if any, remaining thereafter to the payment of installments of the principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by Company pursuant to the terms of the Indenture. The Collateral is held by Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the Indenture, the Related Indentures, the Indenture and Security Agreement (2020-1 EETC) N826DN Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Indenture, to all of which terms and conditions in the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for an equal aggregate principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, Company and Loan Trustee shall deem and treat the Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, and neither Company nor Loan Trustee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.02 of the Indenture. This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Sections 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate. Indenture and Security Agreement (2020-1 EETC) N826DN The indebtedness evidenced by this Equipment Note is[,]1 [(i) to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations in respect of [Series AA Equipment Notes]2 [Series AA Equipment Notes and Series A Equipment Notes]3 [Series AA Equipment Notes, Series A Equipment Notes and [ ]4]5, and certain other Secured Obligations, and (ii)]6 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, on such Noteholder’s behalf to take any action necessary or appropriate to effectuate the subordination as provided in the Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such purpose. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. 1 To be inserted in the case of a Series AA Equipment Note. 2 To be inserted in the case of a Series A Equipment Note. 3 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 4 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 5 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 6 To be inserted in the case of a Series A Equipment Note or an Additional Series Equipment Note. Indenture and Security Agreement (2020-1 EETC) N826DN Unless the certificate of authentication hereon has been executed by or on behalf of Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS REGISTRATION REQUIREMENTS IS AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. Indenture and Security Agreement (2020-1 EETC) N301DV DELTA AIR LINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____2020-1[ ]-[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737A321-524 211 (GENERIC MANUFACTURER AND MODEL AIRBUS MODEL A321 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N301DV No. ____ Date: [__________, ____] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKDELTA AIR LINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due, and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________full. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and after such scheduled date. For purposes hereof, the term “Indenture” means the Indenture and Security Agreement (N301DV), dated as of March 12, 2020, between Company and U.S. Bank Trust National Association, as Loan Trustee (“Loan Trustee”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. All capitalized terms used in this Equipment Note and not defined herein, unless the context otherwise requires, shall have the respective meanings set forth or incorporated by reference, and shall be construed and interpreted in the manner described, in the Indenture. Indenture and Security Agreement (2020-1 EETC) N301DV This Equipment Note shall bear interest, payable on demand, at the Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, interest, and any other amounts payable hereunder not paid when due for any period during which the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the Indenture. The principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of Loan Trustee, or as otherwise provided in the Indenture. Company shall not have any responsibility for the distribution of any such extension.payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, this Equipment Note shall be surrendered to Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Indenture, including the subordination provisions referred to below, each payment of an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied: first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, any overdue interest and any other overdue amounts hereunder) to the date of such payment; second, to the payment of Make-Whole Amount, if any, with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due hereunder, if any; and fourth, the balance, if any, remaining thereafter to the payment of installments of the principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by Company pursuant to the terms of the Indenture. The Collateral is held by Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through N301DV

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997. SERIES [_____] LIMITED RECOURSE THIS EQUIPMENT NOTE DUE [____] IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. AMERICAN AIRLINES, INC. ISSUED IN CONNECTION WITH THE BOEING [AIRBUS] [BOEING] MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. ____ Date: [__________[ , ____] $_______________________ INTEREST $ DEBT RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK[ ]% , NATIONAL ASSOCIATION20 AMERICAN AIRLINES, not in INC. (together with its individual capacity but solely as Owner Trustee (herein in such capacity called successors and permitted assigns, the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on Indenture and Security Agreement (American Airlines 2015-2 Aircraft EETC) [Reg. No.] ]26 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]27 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate shown above. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]28 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 (US AIRWAYS, INC. TRUST NO. N7__UW) DATED AS OF NOVEMBER 24_______ __, 1997199_. SERIES [_____] LIMITED NON-RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRBUS A-___ AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647_____. No. .____ Date: [__________, __,__] $_______________________ INTEREST RATE MATURITY DATE [___________] [___________,_____] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647(US Airways, Inc. Trust No. N7__UW), dated as of November 24_________ __, 1997199_, between the Owner Participant named therein and First Security Bank, National Association the Owner Trustee (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateInterest Rate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth and in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note installments as set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1_______ 30, 1998____, and thereafter on October 1 _______ 30 and April 1 ______ 30 of each year, to and including __________, _____. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. AMERICAN AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____2017-1[ ]-[XXX.XX.] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] , 20 ISSUED IN CONNECTION WITH THE BOEING [AIRBUS] [BOEING] [EMBRAER] MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. ____ Date: [__________[ , ____] $_______________________ INTEREST $ DEBT RATE [ ]% MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION20 AMERICAN AIRLINES, not in INC. (together with its individual capacity but solely as Owner Trustee (herein in such capacity called successors and permitted assigns, the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]7 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite 7 To be inserted in non-installment Equipment Notes. Indenture and Security Agreement (American Airlines 2017-1 Aircraft EETC) [Reg. No.] the Payment Date on which such installment is due,]8 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate shown above. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]9 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. AMERICAN AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2014-1[ ][_____XXX.XX.] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] , 20 ISSUED IN CONNECTION WITH THE BOEING [AIRBUS] [BOEING] MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. .____ Date: [__________, __,__] $_____________________ DEBT RATE MATURITY DATE [ ]% , 20___ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKAMERICAN AIRLINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]7 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]8 and to pay, on each Payment Date, 7 To be inserted in non-installment Equipment Notes. 8 To be inserted in installment Equipment Notes. Indenture and Security Agreement (American Airlines 2014-1 Aircraft EETC) [Reg. No.] interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate shown above. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]9 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. DELTA AIR LINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2011-1[__]-[_____] LIMITED RECOURSE Indenture and Security Agreement (2011-1 EETC) [Reg. No.] 10 EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. __________ Date: [________ DEBT RATE MATURITY DATE __________ __________, ____] $_ DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to , or the registered assignee thereof, the principal amount of __________________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee Dollars (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest ) [on _______] 3 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,] 4 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. .] 5 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date. 3 To be inserted in non-installment Equipment Notes. 4 To be inserted in installment Equipment Notes. 5 To be inserted in installment Equipment Notes. Indenture and Security Agreement (2011-1 EETC) [Reg. No.]

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKTRUST INDENTURE 16-1 BACK UNITED AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[_____] No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKUNITED AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1, 1998, [_______]1 and thereafter on October 1 [January 7 and April 1 July 7]2 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. DELTA AIR LINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____2019-1[ ]-[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737A321-524 211 (GENERIC Indenture and Security Agreement (2019-1 EETC) N360DN MANUFACTURER AND MODEL AIRBUS MODEL A321) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N360DN No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [Date: ___________] [____________] FIRST SECURITY BANK_ DEBT RATE MATURITY DATE DELTA AIR LINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date. For purposes hereof, the term “Indenture” means the Indenture and Security Agreement (N360DN), dated as of March 13, 2019, between Company and U.S. Bank Trust National Association, as Loan Trustee (“Loan Trustee”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. All capitalized terms used in this Equipment Note and not defined herein, unless the context otherwise requires, shall have the respective meanings set forth or incorporated by reference, and shall be construed and interpreted in the manner described, in the Indenture.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [GPA 1991 AWA-E2] DATED AS OF NOVEMBER 24MARCH 15, 19971991, AS AMENDED. SERIES [A/B/C/D/E] NON-RECOURSE EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH ONE IAE INTERNATIONAL AERO ENGINES AG V2500-A1 ENGINE WITH MANUFACTURER'S SERIAL NUMBER V0049 No._____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. No. ____ Date: [__________, ____,1996] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________] [_________,___] FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[GPA 1991 AWA-E2], dated as of November 24March 15, 19971991, as amended, between the Owner Participant named therein and First Security Bank, National Association Wilmington Trust Company (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________Fleet National Bank, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Principal Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1January 2, 19981997, and thereafter Trust Indenture 27 - 22 - on October 1 July 2 and April 1 January 2 of each year, to and including ___________,_____. Notwithstanding the foregoingforegoing or anything to the contrary contained herein, (i) the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, ; and (ii) if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [GPA 1989 BN-11] DATED AS OF NOVEMBER 24DECEMBER 19, 19971989, AS AMENDED. SERIES [_____A/B/C/D] LIMITED NON-RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING MODEL 737ONE AIRBUS 320-524 231 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N632AW No. ____ $ Date: [__________[ , ____1997] $_______________________ INTEREST ------------ ------------------- -------- DEBT RATE MATURITY DATE [___________--------- ------------- [ ] [____________[ , ] FIRST SECURITY BANK, NATIONAL ASSOCIATION--------- ------- --- WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[GPA 1989 BN-11], dated as of November 24December 19, 19971989, as amended, between the Owner Participant named therein and First Security Bank, National Association Wilmington Trust Company (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________Fleet National Bank, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Principal Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1July 2, 19981997, and thereafter on October 1 July 2 and April 1 January 2 of each year, to and including ___________, ____. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS 1996-A ____% EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933NOTE, AS AMENDED SERIES ___ (THE “ACT”)Secured by, OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLYamong others, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997. SERIES [Lease Obligations of Union Tank Car Company) Issued in Connection with Certain Railroad Rolling Stock No._____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. No. ____ Date: [Chicago, Illinois ____________ __, 1996 $____] $____________ _______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity capacity, but solely as Owner Trustee owner trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647(UTC Trust No. 1996-A) (L-14_), dated May ___, 1996, as of November 24, 1997from time to time supplemented and amended (herein called the "Trust Agreement"), between the Owner Participant named Trustee in its individual capacity and the institution referred to therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”)"Owner Participant", hereby promises to pay to _______________________________, or the registered assignee thereofassigns, the principal sum of $____________ in lawful currency of the United States of America, in installments payable on the dates set forth in Exhibit A hereto, commencing _____________, 199_, and thereafter to and including _________, 200_, each such installment to be in an amount equal to the corresponding percentage (if any) of the “Original Amount”)remaining principal amount hereof set forth in Exhibit A hereto, together with interest thereon on the amount of the Original Amount such principal amount remaining unpaid from time to time from and including the date hereof until such principal amount shall be due and payable, payable on __________, 199_ and on each _____________ and _____________ thereafter to the maturity date hereof at the rate of ___% per annum (calculated computed on the basis of a 360-day year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal ). Interest on any overdue principal and (to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments extent legally enforceable) on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid overdue interest shall be paid from the due date thereof at the rate of ___% per annum (computed on the basis of a 360-day year of twelve 30-day months), payable on demand. All payments of principal and payable in semiannual installments commencing on April 1interest and Make-Whole Amount, 1998, and thereafter on October 1 and April 1 of each yearif any, to be made hereunder and including under the Trust Indenture and Security Agreement (UTC Trust No. 1996-A) (L-14_), dated May ___, 1996, as from time to time amended and supplemented (herein called the "Indenture", the defined terms therein not otherwise defined herein being used herein with the same meanings), between the Owner Trustee and _______________. Notwithstanding , as Indenture Trustee thereunder for the foregoing, the final payment made on holder of this Equipment Note and the holders of other Equipment Notes outstanding thereunder (herein in such capacity called the "Indenture Trustee") shall be made only from the income and proceeds from the Indenture Estate and only to the extent that the Indenture Trustee shall have sufficient income or proceeds from the Indenture Estate to make such payments in an accordance with the terms of Article III of the Indenture. Each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Indenture Estate to the extent available for distribution to the holder hereof as provided in the Indenture and that none of the Owner Trustee, the Owner Participant, the Indenture Trustee or their permitted successors and assigns is or shall be personally liable to the holder hereof for any amount sufficient payable under this Equipment Note or the Indenture or, except as expressly provided in the Participation Agreement or the Indenture, for any liability under the Participation Agreement or (in the case of the Owner Trustee or the Indenture Trustee) the Indenture. Payments with respect to discharge in full the unpaid Original Amount and all accrued and unpaid interest onprincipal amount hereof, Make-Whole Amount, if any, and interest thereon shall be payable in U.S. dollars in immediately available funds at the principal bond and trustee administration office of the Indenture Trustee, or as otherwise provided in the Indenture. Each such payment shall be made on the date such payment is due and without any other amounts due under, presentment or surrender of this Equipment Note. Notwithstanding anything Whenever the date scheduled for any payment to be made hereunder or under the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is Indenture shall not be a Business Day, then such payment shall need not be made on such scheduled date but shall may be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided such payment is made on such next succeeding Business Day, ) no interest shall accrue on the amount of such payment during from and after such extensionscheduled date to the time of such payment on such next succeeding Business Day. Each holder hereof, by its acceptance of this Equipment Note, agrees that each payment received by it hereunder shall be applied, first, to the payment of accrued but unpaid interest on this Equipment Note then due, second, to the payment of the unpaid principal amount of this Equipment Note then due, third, to the payment of any Make-Whole Amount then due, and fourth, to the payment of the remaining outstanding principal amount of this Equipment Note; provided, that the Owner Trustee may only prepay this Equipment Note as provided in Sections 2.10, 3.02 and 3.03 of the Indenture. This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Indenture and relates to the Units described in Lease Supplement No. ___. The Indenture Estate is held by the Indenture Trustee as security for the Equipment Notes. Reference is hereby made to the Indenture for a statement of the rights of the holder of, and the nature and extent of the security for, this Equipment Note, as well as for a statement of the terms and conditions of the trusts created by the Indenture, to all of which terms and conditions in the Indenture each holder hereof agrees by its acceptance of this Equipment Note. This Equipment Note is not subject to redemption or prepayment except as provided in Sections 2.10, 3.02 and 3.03 of the Indenture. This Equipment Note is subject to purchase by the Owner Trustee without a Make-Whole Amount as provided in Section 5.04(b) of the Indenture. The holder hereof, by its acceptance of this Equipment Note, agrees to be bound by said provisions. This Equipment Note is a registered Equipment Note and is transferable, as provided in the Indenture, only upon surrender of this Equipment Note for registration of transfer duly endorsed by, or accompanied by a written statement of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing. Prior to the due presentation for registration of transfer of this Equipment Note, the Owner Trustee and the Indenture Trustee may deem and treat the registered holder of this Equipment Note as the absolute owner and holder hereof for the purpose of receiving payment of all amounts payable with respect hereto and for all other purposes and shall not be affected by any notice to the contrary. THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Equipment Notes. (a) The Fixed Rate Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[_____] No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”"Owner"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be [payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. .] [paid in full on ____] Accrued but unpaid interest shall be due and payable in semiannual quarterly installments commencing on April 1[______ __, 1998, 20__,] and thereafter on October 1 February 15, May 15, August 15 and April 1 November 15 of each year, to and including [_______________. .] Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [___] DATED AS OF NOVEMBER 24[_______________, 199720___]. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_______] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N[_____]. No. ____ Date: [[ __________, 20_____ ] $_______________________ INTEREST RATE MATURITY DATE [_____________] [_____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[___], dated as of November 24[____________, 199720___], between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be [payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. .] [paid in full on ____________.] Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1[_____________, 199820___], and thereafter on October 1 [_______] and April 1 [_______] of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be ----------------------- substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997. SERIES [_____] LIMITED RECOURSE % EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737(1998-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. 1) (Secured by, among others, Lease Obligations of General American Railcar Corporation II) Issued in Connection with certain Railroad Rolling Stock No. ____ Date: [___________ [New York, ____New York] $_____________ ___________ INTEREST RATE MATURITY DATE , 1998 [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATIONOwner Trustee], not in its individual capacity capacity, but solely as Owner Trustee owner trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647(1998-1), dated as of November 24August 1, 19971998, as from time to time supplemented and amended (herein called the "Trust Agreement"), between the Owner Participant named Trustee in its individual capacity and the institution referred to therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”)"Owner Participant", hereby promises to pay to __________________, or the registered assignee thereofassigns, the principal sum of $________________ (or such lesser amount as shall equal the “Original Amount”), together with interest on the unpaid principal amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable Note), in installments lawful currency of the United States of America, on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due Rated Maturity Date and payable in semiannual installments on each Payment Date commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including ___________ _____. Notwithstanding , 1998 that precedes the foregoingRated Maturity Date, (i) the final payment made principal amount required to be paid on such date by Sections 2.2 and 3.1 of the Indenture, (ii) interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance hereof, from and including the date hereof or the most recent Payment Date for which interest has been duly paid to but excluding such Payment Date at the Debt Rate, (iii) without duplication of any amount payable pursuant to clause (ii), interest (computed on the basis of a 360-day year of twelve 30-day months) on any Rated Amortization of this Equipment Note shall Note, and, to the extent lawful, interest payable under the foregoing clause (ii), that is not paid on the date such principal or interest becomes due and payable, for the period from and including the date such Rated Amortization becomes due and payable to but excluding the date such principal is paid in full, at the Default Rate, (iv) any Premium required to be in an amount sufficient to discharge in full paid on such date by Sections 2.2 and 3.1 of the unpaid Original Amount and all accrued and unpaid interest onIndenture, and (v) any other amounts due under, interest (computed on the basis of a 360-day year of twelve 30-day months) required to be paid on such date by Sections 2.2 and 3.1 of the Indenture on any Premium payable on this Equipment Note. Notwithstanding anything All payments of principal and interest and Premium, if any, to be made hereunder and under the Trust Indenture and Security Agreement (1998-1), dated as of August 1, 1998 as from time to time amended and supplemented (herein called the "Indenture"; unless otherwise defined herein, defined terms used herein shall have the meanings assigned to such terms in the Indenture), between the Owner Trustee and The First National Bank of Chicago, as Indenture Trustee thereunder for the holder of this Equipment Note and the holders of other Equipment Notes outstanding thereunder (in such capacity, the "Indenture Trustee") shall be made only from the income and proceeds from the Indenture Estate and only to the contrary contained hereinextent that the Indenture Trustee shall have sufficient income or proceeds from the Indenture Estate to make such payments in accordance with the terms of Article III of the Indenture. Each holder hereof, if by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Indenture Estate to the extent available for distribution to the holder hereof as provided in the Indenture and that none of the Owner Trustee, the Owner Participant, the Indenture Trustee or their permitted successors and assigns is or shall be personally liable to the holder hereof for any date on which a payment amount payable under this Equipment Note becomes or the Indenture or, except as expressly provided in the Participation Agreement or the Indenture, for any liability under the Participation Agreement or (in the case of the Owner Trustee or the Indenture Trustee) the Indenture. Payments with respect to the principal amount hereof, Premium, if any, and interest thereon shall be payable in U.S. dollars in immediately available funds at the principal bond and trustee administration office of the Indenture Trustee, or as otherwise provided in the Indenture. Each such payment shall be made on the date such payment is due and payable is without any presentment or surrender of this Equipment Note, except as provided in Section 2.4. Whenever the date scheduled for any payment to be made hereunder or under the Indenture shall not be a Business Day, then such payment shall need not be made on such scheduled date but shall may be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided that such payment is made on such next succeeding Business Day, ) no interest shall accrue on the amount of such payment during from and after such extensionscheduled date to the time of such payment on such next succeeding Business Day. Each holder hereof, by its acceptance of this Equipment Note, agrees that each payment received by it hereunder shall be applied in the order of priority set forth in Article III of the Indenture. This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Indenture and relates to the Units described in Lease Supplement No. __. The Indenture Estate is held by the Indenture Trustee as security for the Equipment Notes. Reference is hereby made to the Indenture for a statement of the rights of the holder of, and the nature and extent of the security for, this Equipment Note, as well as for a statement of the terms and conditions of the trusts created by the Indenture, to all of which terms and conditions in the Indenture each holder hereof agrees by its acceptance of this Equipment Note. This Equipment Note is not subject to redemption or prepayment except as provided in Sections 2.10, 3.2 and 3.3 of the Indenture. This Equipment Note is subject to purchase by the Owner Trustee as provided in Section 4.4(b) of the Indenture (including purchase without Make-Whole Amount under certain circumstances as described therein). The holder hereof, by its acceptance of this Equipment Note, agrees to be bound by said provisions. This Equipment Note is a registered Equipment Note and is transferable, as provided in the Indenture, only upon surrender of this Equipment Note for registration of transfer duly endorsed by, or accompanied by a written statement of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing. Prior to the due presentation for registration of transfer of this Equipment Note, the Owner Trustee and the Indenture Trustee may deem and treat the registered holder of this Equipment Note as the absolute owner and holder hereof for the purpose of receiving payment of all amounts payable with respect hereto and for all other purposes and shall not be affected by any notice to the contrary. THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. THIS EQUIPMENT NOTE SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUNITED AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[ ] No. ____ Date: [__________[ , ____] $_______________________ INTEREST RATE MATURITY DATE [___________[ ] [____________[ ] FIRST SECURITY BANKUNITED AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1, 1998, [ ]5 and thereafter on October [March 1 and April 1 September 1]6 of each year, to and including _______________[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 ___ DATED AS OF NOVEMBER 24_______________, 1997. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING EMBRAER MODEL 737-524 EMB-145 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N_____. No. ____ Date: [__________, ____] $________________________ INTEREST RATE MATURITY DATE [___________] ___________ [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647___, dated as of November 24____________, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual quarterly installments commencing on April 1December 24, 19981997, and thereafter on October 1 March 24, June 24, September 24 and April 1 December 24 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737-524 [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[_____] No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 122, 1998, 2011 and thereafter on April 22 and October 1 and April 1 22 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. AMERICAN AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2013-1[ ][_____XXX.XX.] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] , 20 ISSUED IN CONNECTION WITH THE BOEING MODEL 737[MODEL] Indenture and Security Agreement (American Airlines 2013-524 1 Aircraft EETC) [Reg. No.] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. ____ DEBT RATE [ ]% Date: [__________[ , ____] $_______________________ INTEREST RATE $ MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION20 AMERICAN AIRLINES, not in INC. (together with its individual capacity but solely as Owner Trustee (herein in such capacity called successors and permitted assigns, the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]3 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]4 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate shown above[, as such Debt Rate may be changed from time to time as described in the definition of “Debt Rate. The Original Amount of this Equipment Note shall be payable ” in installments on the dates set forth in Schedule I hereto equal Annex A to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I heretoIndenture]5. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]6 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [GPA 1989 BN-5] DATED AS OF NOVEMBER 24SEPTEMBER 22, 19971989, AS AMENDED. SERIES [_____A/B/C/D] LIMITED NON-RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING MODEL 737ONE AIRBUS 320-524 231 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N624AW. No. ____ Date: [__________, ____1996] $_______________________ INTEREST ------------------- DEBT RATE MATURITY DATE [____________] [________,____] FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[GPA 1989 BN-5], dated as of November 24September 22, 19971989, as amended, between the Owner Participant named therein and First Security Bank, National Association Wilmington Trust Company (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________Fleet National Bank, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Principal Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi- Trust Indenture 29 - 24 - annual installments commencing on April 1January 2, 19981997, and thereafter on October 1 July 2 and April 1 January 2 of each year, to and including _______________-----------, ----. Notwithstanding the foregoingforegoing or anything to the contrary contained herein, (i) the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, ; and (ii) if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. DELTA AIR LINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2010-1[___]-[_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKDELTA AIR LINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ] 3 [in installments on the Payment Dates set forth in Schedule I hereto, each 3 To be inserted in non-installment Equipment Notes. Indenture and Security Agreement (2010-1 EETC) [Reg. No.] such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,] 4 and to pay interest in arrears on each Payment Date at the Debt Rate on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. .] 5 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [GPA 1989 BN-8] DATED AS OF NOVEMBER 24DECEMBER 19, 19971989, AS AMENDED. SERIES [A/B/C/D] NON-RECOURSE EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH ONE AIRBUS 320-000 XXXXXXXX XXXXXXX XXXXXX XXXXXX REGISTRATION NUMBER N627AW No._____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. No. ____ Date: [__________, ____1997] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________] [_________,___] FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[GPA 1989 BN-8], dated as of November 24December 19, 19971989, as amended, between the Owner Participant named therein and First Security Bank, National Association Wilmington Trust Company (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________Fleet National Bank, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Principal Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1July 2, 19981997, and thereafter on October 1 July 2 and April 1 January 2 of each year, to and including ___________, ____. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRBUS A___-___ - AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647_____. No. .____ Date: [__________, __,__] $_______________________ INTEREST RATE MATURITY DATE [___________] [__________, ____] FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”)INC., hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateInterest Rate indicated above[, as adjusted in accordance with the terms in Schedule I to the Trust Indenture]1. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth and in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note installments as set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1_______ __, 1998200_, and thereafter on October 1 March 20 and April 1 September 20 of each year, to and including _______ ________, 200_. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extension.scheduled date. ------------------- 1 To be inserted for Series C Equipment Note only

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_______] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N[_____]. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”"Owner"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be [payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. .] [paid in full on ____] Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1[______, 1998, __ 20__,] and thereafter on October 1 [______] and April 1 [______] of each year, to and including [_______________. .] Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 ___ DATED AS OF NOVEMBER 24_______________, 1997199_. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 _______ AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N_____. No. ____ Date: [[ __________, 199_____ ] $_______________________ ----------------------- INTEREST RATE MATURITY DATE ------------- ------------- [___________-----------] [____________------------] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647___, dated as of November 24____________, 1997199_, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1_____________, 1998199_, and thereafter on October April 1 and April October 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED NON-RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRBUS A- AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647_____. No. .____ Date: [__________, __,__] $_______________________ INTEREST RATE MATURITY DATE [___________] [___________,_____] FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”)INC., hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateInterest Rate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth and in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note installments as set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1_______ __, 1998____, and thereafter on October 1 _______ __ and April 1 ______ __ of each year, to and including __________, _____. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. AMERICAN AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2009-1[ ][_____XXX.XX.] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] , 20 ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. ____ Date: [__________[ , ____] $_______________________ INTEREST $ DEBT RATE MATURITY DATE [ ]% , 20 Indenture and Security Agreement (2009-1 Aircraft EETC) [___________Reg. No.] [____________] FIRST SECURITY BANKAMERICAN AIRLINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]3 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]4 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate shown above. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]5 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKTRUST INDENTURE 14-1 UNITED AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING [BOEING/EMBRAER] MODEL 737-524 [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[_____] No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKUNITED AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1[______ __, 1998, 20__,]1 and thereafter on [April 11 and October 1 and April 1 11]2 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [___] DATED AS OF NOVEMBER 24[_______________, 1997199_]. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_______] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N[_____]. No. ____ Date: [[ __________, 199_____ ] $_______________________ INTEREST RATE MATURITY DATE [____________] [______________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[___], dated as of November 24[____________, 1997199_], between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be [payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge .] [paid in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this ---------- Not included in Series A-2 or Series C-2 Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extensionNotes.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. AVAILABLE FIRST SECURITY BANK, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 ATA 2000-1 DATED AS OF NOVEMBER 24__________, 1997. ____ SERIES [_____] LIMITED NON-RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737757-524 200ER AIRCRAFT BEARING MANUFACTURER'S SERIAL NUMBER _____ AND UNITED STATES REGISTRATION NUMBER N16647. N___AT No. ____ Date: [.__________, ____] _ $_______________ Date: [_________ INTEREST RATE ] MATURITY DATE [___________] [_______, _____] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647N___AT, dated as of November 24__________, 1997____, between the Owner Participant named therein and First Security Bank, National Association the Owner Trustee (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised and payable for the actual number of twelve 30-days elapsed (including the first day monthsbut excluding the last day)) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual quarterly installments commencing on April 1__________, 1998____, and thereafter on January 15, April 15 and July 15, October 1 and April 1 15 of each year, to and including ________, _______. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_______] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N[_____]. No. ____ Date: [__________, ____] $________________________ INTEREST RATE MATURITY DATE ------------- ------------- [___________] [____________] FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”"Owner"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1[______, 1998, __ 199_,] and thereafter on October 1 [______] and April 1 [______] of each year, to and including [_______________. .] Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [GPA 1990 AWA-13] DATED AS OF NOVEMBER 24SEPTEMBER 21, 19971990, AS AMENDED. SERIES [A/B/C/D/E] NON-RECOURSE EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH ONE AIRBUS 320-000 XXXXXXXX XXXXXXX XXXXXX XXXXXX XXXISTRATION NUMBER N634AW. No._____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. No. ____ Date: [__________, ____1996] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________] [_________,___] FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[GPA 1990 AWA-13], dated as of November 24September 21, 19971990, as amended, between the Owner Participant named therein and First Security Bank, National Association Wilmington Trust Company (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________Fleet National Bank, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Principal Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1January 2, 19981997, and thereafter Trust Indenture 27 - 22 - on October 1 July 2 and April 1 January 2 of each year, to and including ____________, ____. Notwithstanding the foregoingforegoing or anything to the contrary contained herein, (i) the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, ; and (ii) if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKSUN COUNTRY, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 800 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[_____] TRUST INDENTURE 22-1 (A and B) 4 No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKSUN COUNTRY, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Minnesota corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1, 1998, [_______]1 and thereafter on October 1 [March 15 and April 1 September 15]2 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 ___ DATED AS OF NOVEMBER 24_______________, 1997199_. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 _______ AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N_____. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647___, dated as of November 24____________, 1997199_, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1_____________, 1998199_, and thereafter on October April 1 and April October 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. AMERICAN AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____2017-2[ ]-[XXX.XX.] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] , 20 ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. ____ Date: [__________[ , ____] $_______________________ INTEREST $ DEBT RATE MATURITY DATE [ ]% , 20 Indenture and Security Agreement (American Airlines 2017-2 Aircraft EETC) [___________Reg. No.] [____________] FIRST SECURITY BANKAMERICAN AIRLINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]3 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]4 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate shown above. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]5 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: Indenture and Security Agreement (2019-1 EETC) N907DN THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. DELTA AIR LINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2019-1[__]-[_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 900ER (GENERIC MANUFACTURER AND MODEL BOEING MODEL 737-900) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N907DN No. ____ Date: [__________, ____] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKDELTA AIR LINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid 1 To be inserted in non-installment Equipment Notes. 2 To be inserted in installment Equipment Notes. Indenture and Security Agreement (2019-1 EETC) N907DN from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and after such scheduled date. For purposes hereof, the term “Indenture” means the Indenture and Security Agreement (N907DN), dated as of March 13, 2019, between Company and U.S. Bank Trust National Association, as Loan Trustee (“Loan Trustee”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. All capitalized terms used in this Equipment Note and not defined herein, unless the context otherwise requires, shall have the respective meanings set forth or incorporated by reference, and shall be construed and interpreted in the manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, interest, and any other amounts payable hereunder not paid when due for any period during which the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the Indenture. The principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of Loan Trustee, or as otherwise provided in the Indenture. Company shall not have any responsibility for the distribution of any such extensionpayment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, this Equipment Note shall be surrendered to Loan Trustee for cancellation. 3 To be inserted in installment Equipment Notes. Indenture and Security Agreement (2019-1 EETC) N907DN The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Indenture, including the subordination provisions referred to below, each payment of an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied: first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, any overdue interest and any other overdue amounts hereunder) to the date of such payment; second, to the payment of Make-Whole Amount, if any, with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due hereunder, if any; and fourth, the balance, if any, remaining thereafter to the payment of installments of the principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by Company pursuant to the terms of the Indenture. The Collateral is held by Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Indenture, to all of which terms and conditions in the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for an equal aggregate principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, Company and Loan Trustee shall deem and treat the Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, and neither Company nor Loan Trustee shall be affected by notice to the contrary. Indenture and Security Agreement (2019-1 EETC) N907DN This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.02 of the Indenture. This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Sections 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate. The indebtedness evidenced by this Equipment Note is[,]4 [(i) to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations in respect of [Series AA Equipment Notes]5 [Series AA Equipment Notes and Series A Equipment Notes]6 [Series AA Equipment Notes, Series A Equipment Notes and [ ]7]8, and certain other Secured Obligations, and (ii)]9 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such 4 To be inserted in the case of a Series AA Equipment Note. 5 To be inserted in the case of a Series A Equipment Note. 6 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 7 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 8 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 9 To be inserted in the case of a Series A Equipment Note or an Additional Series Equipment Note. Indenture and Security Agreement (2019-1 EETC) N907DN Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, on such Noteholder’s behalf to take any action necessary or appropriate to effectuate the subordination as provided in the Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such purpose. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. BACK SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[_____] No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1[______ __, 1998, 20__,]1 and thereafter on April 19 and October 1 and April 1 19 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [GPA 1990 AWA-16] DATED AS OF NOVEMBER 24SEPTEMBER 21, 19971990, AS AMENDED. SERIES [A/B/C/D/E] NON-RECOURSE EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH ONE AIRBUS 320-000 XXXXXXXX XXXXXXX XXXXXX XXXXXX XXXISTRATION NUMBER N637AW. No._____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. No. ____ Date: [__________, ____1996] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________] [_________,___] FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[GPA 1990 AWA-16], dated as of November 24September 21, 19971990, as amended, between the Owner Participant named therein and First Security Bank, National Association Wilmington Trust Company (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________Fleet National Bank, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Principal Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1January 2, 19981997, and thereafter Trust Indenture on October 1 July 2 and April 1 January 2 of each year, to and including ___________, ____. Notwithstanding the foregoingforegoing or anything to the contrary contained herein, (i) the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, ; and (ii) if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 (US AIRWAYS, INC. TRUST NO. N___U_) DATED AS OF NOVEMBER 24_______ __, 1997____. SERIES [_____] LIMITED NON-RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRBUS A3__-___ AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647_____. No. .____ Date: [__________, __,__] $_______________________ INTEREST RATE MATURITY DATE [___________----] [____________-----------,-----] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647(US Airways, Inc. Trust No. N___U_), dated as of November 24_________ __, 1997____, between the Owner Participant named therein and First Security Bank, National Association the Owner Trustee (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateInterest Rate indicated above, [as adjusted in accordance with the terms in Schedule I to the Trust Indenture (as defined below)](1). The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth and in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note installments as set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi- annual installments commencing on April 1__________, 1998, _____ and thereafter on October 1 March 20 and April 1 September 20 of each year, to and including __________, _____. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[_____] No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKCONTINENTAL AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1[______ __, 1998, 20__,]6 and thereafter on October 1 July 8 and April 1 January 8 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.under

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. SPIRIT AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____2017-1[__]-[Reg. No.] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. __________ Date: [________ DEBT RATE MATURITY DATE __________ __________, ____] $_ SPIRIT AIRLINES, INC. (together with its successors and permitted assigns, the “Company”) hereby promises to pay to _________, or the registered assignee thereof, the principal amount of __________________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee Dollars (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest ) [on _______] [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] Exhibit 4.9 this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,] and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. .] Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUNITED AIRLINES, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING [BOEING][EMBRAER] MODEL 737-524 [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. N[ ] No. ____ Date: [__________[ , ____] $_______________________ INTEREST RATE MATURITY DATE [___________[ ] [____________[ ] FIRST SECURITY BANKUNITED AIRLINES, NATIONAL ASSOCIATIONINC., not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1, 1998, [ ]1 and thereafter on October [May 1 and April 1 November 1]2 of each year, to and including _______________[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997. JETBLUE AIRWAYS CORPORATION SERIES [_____[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____[ ] ISSUED IN CONNECTION WITH THE BOEING AIRBUS MODEL 737A320-524 232 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647NXXXJB. No. ____ [Date: [__________, ____] $_______________________ MATURITY DATE INTEREST RATE MATURITY DATE [___________Three-Month LIBOR + [ ]% [ ] [____________] FIRST SECURITY BANKJETBLUE AIRWAYS CORPORATION, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee a Delaware corporation (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________WILMINGTON TRUST COMPANY, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time which shall accrue with respect to each Interest Period at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised and the actual number of twelve 30-day monthsdays elapsed) in effect for such Interest Period from the date hereof until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual quarterly installments on February 15, May 15, August 15 and November 15 of each year commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if whenever the date scheduled for any date on which a payment to be made hereunder or under this Equipment Note becomes due and payable is the Trust Indenture shall not be a Business Day, then such payment shall not be made due on such scheduled date but shall be made due on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. Indenture and Security Agreement (American Airlines 2013-2 Aircraft EETC) [Reg. No.] AMERICAN AIRLINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2013-2[ ][_____XXX.XX.] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] , 20 ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. ____ Date: [__________[ , ____] $_______________________ INTEREST $ DEBT RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK[ ]% ,20 AMERICAN AIRLINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]3 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]4 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate shown above[, as such Debt Rate may be changed from time to time as described in the definition of “Debt Rate. The Original Amount of this Equipment Note shall be payable ” in installments on the dates set forth in Schedule I hereto equal Annex A to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I heretoIndenture]5. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]6 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. Indenture and Security Agreement (2015-1 EETC) N801DZ DELTA AIR LINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____2015-1[ ]-[ ] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. ____ Date: [__________, ____] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANKDELTA AIR LINES, NATIONAL ASSOCIATIONINC. (together with its successors and permitted assigns, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner TrusteeCompany”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum amount of $____________ Dollars (the “Original Amount”), together with interest $ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 [GPA 1991 AWA-E1] DATED AS OF NOVEMBER 24MARCH 15, 19971991, AS AMENDED. SERIES [A/B/C/D/E] NON-RECOURSE EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH ONE IAE INTERNATIONAL AERO ENGINES AG V2500-A1 ENGINE WITH MANUFACTURER'S SERIAL NUMBER V0025 No._____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647. No. ____ Date: [__________, ____1996] $_______________________ INTEREST DEBT RATE MATURITY DATE [___________] [_________,___] FIRST SECURITY BANK, NATIONAL ASSOCIATIONWILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647[GPA 1991 AWA-E1], dated as of November 24March 15, 19971991, as amended, between the Owner Participant named therein and First Security Bank, National Association Wilmington Trust Company (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________Fleet National Bank, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateRate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Principal Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1January 2, 19981997, and thereafter Trust Indenture on October 1 July 2 and April 1 January 2 of each year, to and including ____________, ____. Notwithstanding the foregoingforegoing or anything to the contrary contained herein, (i) the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, ; and (ii) if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24_______________, 1997____. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737747-524 47UF FREIGHTER AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647N_____. No. ____ Date: [__________, ____] $_______________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement 647Agreement, dated as of November 24____________, 1997____, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in arrears in semiannual installments commencing on April 1_____________, 1998____, and thereafter on October 1 _______ _ and April 1 _______ _of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-524 AIRBUS A___-___ AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647_____. No. .____ Date: [__________, __,__] $_______________________ INTEREST RATE MATURITY DATE [___________----] [____________-----------,-----] FIRST SECURITY BANKUS AIRWAYS, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”)INC., hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original "Principal Amount”"), together with interest on the amount of the Original Principal Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt RateInterest Rate indicated above. The Original Principal Amount of this Equipment Note shall be payable in installments on the dates set forth and in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note installments as set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual semi-annual installments commencing on April 1, 1998[-], and thereafter on October 1 February 5 and April 1 August 5 of each year, to and including _______________[-]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Principal Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: Indenture and Security Agreement (2010-2 EETC) [Reg. No.] THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATIONS IS REGISTRATION REQUIREMENTS ARE AVAILABLE. FIRST SECURITY BANKIN ADDITION, NATIONAL ASSOCIATIONTHIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. DELTA AIR LINES, AS OWNER TRUSTEE UNDER TRUST AGREEMENT 647 DATED AS OF NOVEMBER 24, 1997INC. SERIES 2010-2[__]-[_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____MATURITY DATE] ISSUED IN CONNECTION WITH THE BOEING [BOEING][AIRBUS][XXXXXXXXX XXXXXXX] MODEL 737-524 [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N16647[REG. NO.] No. __________ Date: [________ INTEREST RATE MATURITY DATE __________ __________, ____] $_ DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to , or the registered assignee thereof, the principal amount of __________________________ INTEREST RATE MATURITY DATE [___________] [____________] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee Dollars (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 647, dated as of November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest ) [on _______] 20 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the Original Amount percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,] 21 and to pay interest in arrears on each Payment Date at the Debt Rate on the principal amount remaining unpaid from time 20 To be inserted in non-installment Equipment Notes. 21 To be inserted in installment Equipment Notes. Indenture and Security Agreement (2010-2 EETC) [Reg. No.] to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Ratefull. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. .] 22 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date.