Common use of Issuance and Terms of Equipment Notes Clause in Contracts

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactions, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three five separate series consisting of Series A, Series B B, Series C, Series D and Series C E and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsRefinancing Transaction, (i) each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements set forth in Schedule II to be attached hereto in connection therewith and (ii) the Original Loan Certificates issued under the Original Indenture shall be concurrently prepaid. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1January 2, 19981997, and on each October 1 July 2 and April 1 January 2 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original portion of the Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on Trust Indenture any part of the Original Principal Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three five separate series consisting of Series A, Series B B, Series C, Series D and Series C E and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsRefinancing Transaction, (i) each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements set forth in Schedule II to be attached hereto in connection therewith and (ii) the Original Loan Certificates issued under the Original Indenture shall be concurrently prepaid. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1January 2, 19981997, and on each October 1 July 2 and April 1 January 2 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original portion of the Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on Trust Indenture 32 - 27 - any part of the Original Principal Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactions, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April October 1, 19981997, and on each October April 1 and April October 1 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, Series B AA and Series C A and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue one or more separate series of Additional Series Equipment Notes at any time and from time to time at or after the Issuance Date, subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If more than one series of Additional Series Equipment Notes are so issued, each such series shall have a different designation such as, for example, “Series B” and “Series C”, shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series A Equipment Notes may be issued pursuant to the provisions of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1[ ], 199820[ ]6, and on each October [May 1 and April 1 November 1]7 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto for the applicable Series (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three four separate series consisting of Series A, Series B B, Series C and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsRefinancing Transaction, (i) each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements set forth in Schedule II to be attached hereto in connection therewith and (ii) the Equipment Trust Certificates issued under the First Amended and Restated Trust Indenture shall be concurrently redeemed. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1January 2, 19981997, and on each October 1 July 2 and April 1 January 2 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original portion of the Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on Trust Indenture 35 - 30 - any part of the Original Principal Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereofClosing Date, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 2.10(b) and new Series C Equipment Notes may be issued pursuant to the provisions of Section 2.10(c). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April [ ] 1, 1998201[ ], and on each October April 1 and April October 1 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof: (a)(i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A Equipment Notes and Series B Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement); (ii) (x) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, thereof and shall be issued in three separate series consisting of Series A, Series B and Series C and in have the maturities and principal amounts maturity date and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactions, each the initial Equipment Note shall be issued in the initial Original Amount set forth in Schedule I hereto to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the Pass Through Trust AgreementsAgreement. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[_________, 1998200_], and on the first day of each October 1 and April 1 month thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three four separate series consisting of Series A, Series B B, Series C and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsRefinancing Transaction, (i) each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements set forth in Schedule II to be attached hereto in connection therewith and (ii) the Equipment Trust Certificates issued under the First Amended and Restated Trust Indenture shall be concurrently redeemed. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1January 2, 19981997, and on each October 1 July 2 and April 1 January 2 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original portion of the Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Trust Indenture Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Series C Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, the Owner shall have the option to issue Series C Equipment Notes at any time after the Closing Date, subject to the terms of Section 4(a)(v) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If the Owner so elects to issue the Series C Equipment Notes, Series C Equipment Notes shall be issued in a single separate series, shall be dated the date of original issuance thereof and shall have such maturity, principal amount and interest rate as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 2.10(b) and new Series C Equipment Notes may be issued pursuant to the provisions of Section 2.10(c). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April [ ] 1, 1998201[ ], and on each October 1 June 3 and April 1 December 3 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as amended, in the case of Series C, at the time of original issuance of Series C) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof: (a)(i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A Equipment Notes and Series B Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement); (ii) (x) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Downgrade Advance multiplied by (y) the fraction specified in the foregoing clause (i); (iii) (x) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Non-Extension Advance multiplied by (y) the fraction specified in the foregoing clause (i); (iv) (x) the amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Special Termination Advance multiplied by (y) the fraction specified in the foregoing clause (i); (v) if any payment default shall have occurred and be continuing with respect to interest on any “Series A Equipment Notes” or “Series B Equipment Notes” (each as defined in the Note Purchase Agreement), (x) the excess, if any, of (1) an amount equal to interest on any Unpaid Advance, Applied Downgrade Advance, Applied Non-Extension Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility over (2) the sum of Investment Earnings from any Final Advance plus any amount of interest at the Payment Due Rate actually payable (whether or not in fact paid) by the Owner on the overdue scheduled interest on the “Equipment Notes” (as defined in the Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Downgrade Advance, Applied Non-Extension Advance or Applied Special Termination Advance was made by the Liquidity Provider multiplied by (y) a fraction the numerator of which shall be the then aggregate overdue amounts of interest on the Series A Equipment Notes and Series B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which shall be the then aggregate overdue amounts of interest on all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); and (vi) any other amounts owed to the Liquidity Provider by the Subordination Agent as borrower under each Liquidity Facility other than amounts due as repayment of advances thereunder or as interest on such advances, except to the extent payable pursuant to clause (ii), (iii), (iv) or (v) above, multiplied by the fraction specified in the foregoing clause (i), (b) without duplication of any amounts paid or payable pursuant to the provisions hereof, Owner’s pro rata share of all compensation and reimbursement of expenses, disbursements and advances payable by the Owner under the Pass Through Trust Agreements, (c) without duplication of any amounts paid or payable pursuant to the provisions hereof, Owner’s pro rata share of all compensation and reimbursement of expenses and disbursements payable to the Subordination Agent under the Intercreditor Agreement except with respect to any income or franchise taxes incurred by the Subordination Agent in connection with the transactions contemplated by the Intercreditor Agreement and (d) in the event the Owner requests any amendment to any Operative Agreement or Pass Through Agreement, the Owner’s pro rata share of all reasonable fees and expenses (including, without limitation, fees and disbursements of counsel) of the Escrow Agents and the Paying Agents in connection therewith

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1[-] 5, 1998[-], and on each October 1 February 5 and April 1 August 5 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue one or more separate series of Additional Series Equipment Notes at any time and from time to time at or after the final “Closing Date” (as defined in the Note Purchase Agreement), subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If more than one series of Additional Series Equipment Notes are so issued, each such series shall have a different designation such as, for example, “Series C” and “Series D”, shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1[_______], 199820[__]6, and on each October 1 [March 15 and April 1 September 15]7 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto for the applicable Series (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three (a) four (or if the Series D Equipment Notes are issued, five) separate series consisting of Series AA-1 Equipment Notes, Series A-2 Equipment Notes, Series B and Equipment Notes, Series C Equipment Notes and, if issued, Series D Equipment Notes and in (b) the maturities and principal amounts and shall bear interest as at the applicable Debt Rates specified in Schedule I hereto(or, in the case of a Series D Equipment Note issued after the Closing Date, as specified in an amendment to this Indenture). On the date of the consummation of the TransactionsClosing Date, each Series A-1 Equipment Note, Series A-2 Equipment Note, Series B Equipment Note and Series C Equipment Note shall be issued to the Subordination Agent on behalf of each of the Pass Through Trustees for the Pass Through Trusts created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. The Company shall have the option to issue Series D Equipment Notes at or after the Closing Date. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. -------- 1 To be inserted on installment Equipment Notes. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) ), payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding until such principal amount is paid in full, payable as further provided in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturitythe form of Equipment Note set forth in Section 2.01. The Original Amount principal amount of each Series A-1 Equipment Note shall be payable in installments on the dates and in the installments equal to the corresponding percentage of the Original Amount as Payment Dates set forth in Schedule I hereto to such Equipment Note, each such installment to be in an amount computed by multiplying the original principal amount of such Equipment Note by the percentage set forth in Schedule I hereto, the applicable portion of which shall be attached as Schedule I to such Equipment Note, opposite the Payment Date on which such installment is due. The principal amount of each Series A-2 Equipment NotesNote and Series B Equipment Note shall be due in a single payment on October 15, 2009. The principal amount of each Series C Equipment Note shall be due in a single payment on October 15, 2004. Each Series D Equipment Note shall be payable in installments or in a single payment as set forth in an amendment to this Indenture, and if payable in installments, such installments shall be calculated as set forth in the third preceding sentence. Notwithstanding the foregoing, the final payment made under each Series A-1 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of principal amount and (to the Original Amount, extent permitted by applicable law) Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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. The Equipment Notes shall be executed on behalf of the Company by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by the Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1_____________, 1998199_, and on each October 1 ________ and April 1 ____________ thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than Additional Series Equipment Notes) shall be dated the date of issuance thereof, shall be issued in three (a) separate series Series consisting of Series A, A Equipment Notes and Series B Equipment Notes and Series C and in (b) the maturities and original principal amounts and shall 11 To be inserted in installment Equipment Notes. Indenture and Security Agreement (American Airlines 2013-1 Aircraft EETC) [Reg. No.] bear interest as at the applicable Debt Rates specified in Schedule I hereto. I. On the date of the consummation of the TransactionsClosing Date, each Series A Equipment Note and Series B Equipment Note shall be issued to the Subordination Agent on behalf of each of the Pass Through Trustees for the applicable Pass Through Trust created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. Subject to compliance with the conditions set forth in Section 4(a)(v) of the Note Purchase Agreement, Section 2.02 of the Participation Agreement and Section 8.01(d) of the Intercreditor Agreement, the Company shall have the option to issue Additional Series Equipment Notes at any time and from time to time. One separate series of Additional Series Equipment Notes may be issued at any time and such series of Additional Series Equipment Notes shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rate as specified in an amendment to this Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes or Additional Series Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the Debt Rate (specified for such Series calculated on the basis of a year of 360 days comprised of twelve 30-day months) , payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding from the most recent Payment Date to which interest has been paid or duly provided for (or, payable if no interest has been so paid or provided for, from the date of issuance of such Equipment Note) until such principal amount is paid in arrears on April 1full, 1998, and on each October 1 and April 1 thereafter until maturityas further provided in the form of Equipment Note set forth in Section 2.01. The Original Amount principal amount of each Series A Equipment Note and each Series B Equipment Note shall be payable in installments or in a single payment on the dates and Payment Dates set forth in Schedule I to such Equipment Note, each such installment, if any, to be in an amount computed by multiplying the installments equal to original principal amount of such Equipment Note by the corresponding percentage of the Original Amount as set forth in Schedule I hereto applicable to such Series, the applicable portion of which shall be attached as Schedule I to such Equipment Note, opposite the Payment Date on which such installment is due. Each Additional Series Equipment NotesNote, if issued, shall be payable in installments or in a single payment as set forth in an amendment to this Indenture, and if payable in installments, such installments shall be calculated as set forth in the preceding sentence. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Makeprincipal amount Indenture and Security Agreement (American Airlines 2013-Whole Amount, if any, and, 1 Aircraft EETC) [Reg. No.] and (to the extent permitted by applicable Lawlaw) Premium Amount, if any, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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. The Equipment Notes shall be executed on behalf of the Company by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by the Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C-1, Series C-2 and Series C D and in the maturities and ---------- Not included in Series A-2 or Series C-2 Equipment Notes. principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees under the Applicable Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[_____________, 1998199_], and on each October 1 [_______] and April 1 [_______] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2 and Series C-2 Equipment Notes, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the such Equipment Notes, (ii) in the case of Series A-2 Equipment Notes, shall be payable in full on [ ] and (iii) in the case of Series C-2 Equipment Notes, shall be payable in full on [ ]. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner Trustee agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) any and all indemnity amounts which are payable by the Lessee to (x) WTC and the Mortgagee, (y) each separate or additional Trustee appointed pursuant to the Trust Indenture and (z) the Pass Through Indemnitees pursuant to Section 9 of the Participation Agreement; (ii) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement (as originally in effect or amended with the consent of the Owner Participant), an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A-1 Equipment Notes, Series A-2 Equipment Notes, Series B Equipment Notes, Series C-1 Equipment Notes and Series C-2 Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all "Series A-1 Equipment Notes", "Series A-2 Equipment Notes", "Series B Equipment Notes", "Series C-1 Equipment Notes" and "Series C-2 Equipment Notes" (each as defined in the Note Purchase Agreement); (iii) (x) the amount equal to

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in (a) three separate series consisting of Series AG Equipment Notes, Series B C Equipment Notes and Series C D Equipment Notes and in (b) the maturities and principal amounts and shall bear interest as at the applicable Debt Rates specified in Schedule I hereto. I. On the date of the consummation of the TransactionsClosing Date, each Series G Equipment Note, Series C Equipment Note and Series D Equipment Note shall be issued to the Subordination Agent on behalf of each of Pass Through Trustees for the Pass Through Trustees Trusts created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest for each Interest Period at the Debt Rate specified for such Interest Period for the applicable Series (calculated on the basis of a year of 360 days comprised of twelve 30-day months) and actual days elapsed during the period for which such amount accrues), payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding until such principal amount is paid in full, payable as further provided in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturitythe form of Equipment Note set forth in Section 2.01. The Original Amount principal amount of each Series G Equipment Note and each Series D Equipment Note shall be payable in installments on the dates Payment Dates and in the installments equal to the corresponding percentage of the Original Amount as principal amount set forth in Schedule I hereto applicable to such Series, which shall be attached as Schedule I to the such Equipment NotesNote. The principal amount of each Series C Equipment Note shall be due in a single payment on January 25, 2008. Notwithstanding the foregoing, the final payment made under each Series G Equipment Note and each Series D 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day monthsand actual days elapsed during the period for which such amount accrues) on any part of the Original Amount, Make-Whole Amount, if any, and, principal amount and (to the extent permitted by applicable Law, law) interest and any other amounts payable thereunder not paid when due for any period during which the same shall be is overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.-------------------

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in up to three separate series (or if the Series D is issued, four separate series) consisting of Series A, Series B and B, Series C and, if issued, Series D and in the maturities and principal amounts and shall bear interest as specified in Schedule I heretohereto (or, in the case of the Series D if issued after the Closing Date, as specified in an amendment to this Trust Indenture). On the date of the consummation of the Transactionsthereof, each Equipment Note Series specified in Schedule I hereto shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the applicable Pass Through Trust AgreementsAgreement. Owner shall have the option to issue the Series D Equipment Notes at or after the Closing. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1, 1998, and in semi-annual installments on each October 1 January 2 and April 1 thereafter July 2 until maturitymaturity commencing on the first such date after issuance thereof. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto the applicable portion of which shall be attached as Schedule I to the Equipment Notes (or, in the case of the Series D Equipment Notes if issued after the Closing Date, as set forth in an amendment to this Trust Indenture, which payment schedule shall be attached as Schedule I to the Series D Equipment Notes). Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, the Owner shall have the option to issue a single series of Additional Series Equipment Notes at any time at or after the “Delivery Period Termination Date” (as defined in the Note Purchase Agreement), subject to the terms of Section 4(a)(v) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If the Owner so elects to issue the Additional Series Equipment Notes, Additional Series Equipment Notes shall be issued in a single separate series, shall be dated the date of original issuance thereof and shall have such maturity, principal amount and interest rate as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 2.10(b). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 122, 19982011, and on each April 22 and October 1 and April 1 22 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof: (a)(i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A Equipment Notes and Series B Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement); (ii) (x) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Downgrade Advance multiplied by (y) the fraction specified in the foregoing clause (i); (iii) (x) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Non-Extension Advance multiplied by (y) the fraction specified in the foregoing clause (i); (iv) (x) the amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Special Termination Advance multiplied by (y) the fraction specified in the foregoing clause (i); (v) if any payment default shall have occurred and be continuing with respect to interest on any “Series A Equipment Notes” or “Series B Equipment Notes” (each as defined in the Note Purchase Agreement), (x) the excess, if any, of (1) an amount equal to interest on any Unpaid Advance, Applied Downgrade Advance, Applied Non-Extension Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility over (2) the sum of Investment Earnings from any Final Advance plus any amount of interest at the Payment Due Rate actually payable (whether or not in fact paid) by the Owner on the overdue scheduled interest on the “Equipment Notes” (as defined in the Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Downgrade Advance, Applied Non-Extension Advance or Applied Special Termination Advance was made by the Liquidity Provider multiplied by (y) a fraction the numerator of which shall be the then aggregate overdue amounts of interest on the Series A Equipment Notes and Series B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which shall be the then aggregate overdue amounts of interest on all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); and (vi) any other amounts owed to the Liquidity Provider by the Subordination Agent as borrower under each Liquidity Facility other than amounts due as repayment of advances thereunder or as interest on such advances, except to the extent payable pursuant to clause (ii), (iii), (iv) or (v) above, multiplied by the fraction specified in the foregoing clause (i), (b) without duplication of any amounts paid or payable pursuant to the provisions hereof, Owner’s pro rata share of all compensation and reimbursement of expenses, disbursements and advances payable by the Owner under the Pass Through Trust Agreements, (c) without duplication of any amounts paid or payable pursuant to the provisions hereof, Owner’s pro rata share of all compensation and reimbursement of expenses and disbursements payable to the Subordination Agent under the Intercreditor Agreement except with respect to any income or franchise taxes incurred by the Subordination Agent in connection with the transactions contemplated by the Intercreditor Agreement and (d) in the event the Owner requests any amendment to any Operative Agreement or Pass Through Agreement, the Owner’s pro rata share of all reasonable fees and expenses (including, without limitation, fees and

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three (a) separate series Series consisting of Series AA Equipment Notes, Series B Equipment Notes and Series C Equipment Notes 11 To be inserted in installment Equipment Notes. Indenture and in Security Agreement (American Airlines 2013-1 Aircraft EETC) [Reg. No.] and (b) the maturities and original principal amounts and shall bear interest as at the applicable Debt Rates specified in Schedule I hereto. I. On the date of the consummation of the TransactionsClosing Date, each Equipment Note shall be issued to the Subordination Agent on behalf of each of the Pass Through Trustees for the applicable Pass Through Trust created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes or new Series C Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the Debt Rate (specified for such Series calculated on the basis of a year of 360 days comprised of twelve 30-day months) , payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding from the most recent Payment Date to which interest has been paid or duly provided for (or, payable if no interest has been so paid or provided for, from the date of issuance of such Equipment Note) until such principal amount is paid in arrears on April 1full, 1998, and on each October 1 and April 1 thereafter until maturityas further provided in the form of Equipment Note set forth in Section 2.01. The Original Amount principal amount of each Equipment Note shall be payable in installments or in a single payment on the dates and Payment Dates set forth in Schedule I to such Equipment Note, each such installment, if any, to be in an amount computed by multiplying the installments equal to original principal amount of such Equipment Note by the corresponding percentage of the Original Amount as set forth in Schedule I hereto applicable to such Series, the applicable portion of which shall be attached as Schedule I to such Equipment Note, opposite the Equipment NotesPayment Date on which such installment is due. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, principal amount and (to the extent permitted by applicable Lawlaw) Premium Amount, if any, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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 Indenture and Security Agreement (American Airlines 2013-1 Aircraft EETC) [Reg. No.] made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during from and after such extensionscheduled date. The Equipment Notes shall be executed on behalf of the Company by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by the Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in up to three separate series consisting of Series AA-1, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears in semi- annual installments commencing on April 1_____________, 1998____, and on each October 1 _______ _ and April 1 _______ _thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto hereto, the applicable portion of which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Series C Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, the Owner shall have the option to issue Series C Equipment Notes at any time after the Closing Date, subject to the terms of Section 4(a)(v) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If the Owner so elects to issue the Series C Equipment Notes, Series C Equipment Notes shall be issued in a single separate series, shall be dated the date of original issuance thereof and shall have such maturity, principal amount and interest rate as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 2.10(b) and new Series C Equipment Notes may be issued pursuant to the provisions of Section 2.10(c). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April [ ] 1, 1998201[ ], and on each October 1 May 15 and April 1 November 15 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as amended, in the case of Series C, at the time of original issuance of Series C) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof: (a)(i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A Equipment Notes and Series B Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement); (ii) (x) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Downgrade Advance multiplied by (y) the fraction specified in the foregoing clause (i); (iii) (x) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Non-Extension Advance multiplied by (y) the fraction specified in the foregoing clause (i); (iv) (x) the amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Special Termination Advance multiplied by (y) the fraction specified in the foregoing clause (i); (v) if any payment default shall have occurred and be continuing with respect to interest on any “Series A Equipment Notes” or “Series B Equipment Notes” (each as defined in the Note Purchase Agreement), (x) the excess, if any, of (1) an amount equal to interest on any Unpaid Advance, Applied Downgrade Advance, Applied Non-Extension Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility over (2) the sum of Investment Earnings from any Final Advance plus any amount of interest at the Payment Due Rate actually payable (whether or not in fact paid) by the Owner on the overdue scheduled interest on the “Equipment Notes” (as defined in the Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Downgrade Advance, Applied Non-Extension Advance or Applied Special Termination Advance was made by the Liquidity Provider multiplied by (y) a fraction the numerator of which shall be the then aggregate overdue amounts of interest on the Series A Equipment Notes and Series B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which shall be the then aggregate overdue amounts of interest on all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); and (vi) any other amounts owed to the Liquidity Provider by the Subordination Agent as borrower under each Liquidity Facility other than amounts due as repayment of advances thereunder or as interest on such advances, except to the extent payable pursuant to clause (ii), (iii), (iv) or (v) above, multiplied by the fraction specified in the foregoing clause (i), (b) without duplication of any amounts paid or payable pursuant to the provisions hereof, Owner’s pro rata share of all compensation and reimbursement of expenses, disbursements and advances payable by the Owner under the Pass Through Trust Agreements, (c) without duplication of any amounts paid or payable pursuant to the provisions hereof, Owner’s pro rata share of all compensation and reimbursement of expenses and disbursements payable to the Subordination Agent under the Intercreditor Agreement except with respect to any income or franchise taxes incurred by the Subordination Agent in connection with the transactions contemplated by the Intercreditor Agreement and (d) in the event the Owner requests any amendment to any Operative Agreement or Pass Through Agreement, the Owner’s pro rata share of all reasonable fees and expenses (including, without limitation, fees and disbursements of counsel) of the Escrow Agents and the Paying Agents in connection therewith

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue a single series of Additional Series Equipment Notes at any time at or after the Issuance Date, subject to the terms of Section 4(a)(v) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If Owner so elects to issue the Additional Series Equipment Notes, Additional Series Equipment Notes shall be issued in a single separate series, shall be dated the date of original issuance thereof and shall have such maturity, principal amount and interest rate as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1[_________, 1998, ____],6 and on each October 1 [January 15 and April 1 July 15]7 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. _________________________

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C-1, Series C-2 and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I heretohereto (or, in the case of the Series D if issued after the Closing Date, as specified in an amendment to this Trust Indenture). On the date of the consummation of the Transactionsthereof, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. Owner shall have the option to issue the Series D Equipment Notes at or after the Closing. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[____ __, 1998199_], and on each October 1 [______] and April 1 [______] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2 and Series C-2, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to such Equipment Notes (or, in the case of the Series D Equipment Notes if issued after the Closing Date, as set forth in an amendment to this Trust Indenture, which payment schedule shall be attached as Schedule I to the Series D Equipment Notes), (ii) in the case of the Series A-2 Equipment Notes, shall be paid in full on [______] and (iii) in the case of the Series C-2 Equipment Notes, shall be paid in full on [______]. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactions, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1October 15, 1998, and on each April 15 and October 1 and April 1 15 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue Additional Series Equipment Notes at any time and from time to time at or after the Issuance Date, subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If Owner so elects to issue Additional Series Equipment Notes, Additional Series Equipment Notes may be issued in no more than two separate series (if more than one series of Additional Series Equipment Notes are so issued, each such series shall have a different designation such as, for example, “Series C” and “Series D”), shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1[__________], 1998, 20[__],6 and on each October 1 [March 3 and April 1 September 3]7 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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._______________________

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I heretohereto (or, in the case of the Series D if issued after the Closing Date, as specified in an amendment to this Trust Indenture). On the date of the consummation of the Transactionsthereof, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. Owner shall have the option to issue the Series D Equipment Notes at or after the Closing. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[____ __, 199820__], and on each October 1 [______] and April 1 [______] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to such Equipment Notes (or, in the case of the Series D Equipment Notes if issued after the Closing Date, as set forth in an amendment to this Trust Indenture, which payment schedule shall be attached as Schedule I to the Series D Equipment Notes) and (ii) in the case of the Series A-2 Equipment Notes, shall be paid in full on [_________]. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A-1 Equipment Notes, Series A-2 Equipment Notes, Series B Equipment Notes and Series C Equipment Notes and the denominator of which shall be the then outstanding aggregate principal

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C-1, Series C-2 and Series C D and in the maturities and -------------------- Not included in Series A-2 or Series C-2 Equipment Notes. principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees under the Applicable Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[_____________, 199820___], and on each October 1 [_______] and April 1 [_______] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2 and Series C-2 Equipment Notes, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the such Equipment Notes, (ii) in the case of Series A-2 Equipment Notes, shall be payable in full on May 1, 2010 and (iii) in the case of Series C-2 Equipment Notes, shall be payable in full on May 1, 2005. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner Trustee agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) any and all indemnity amounts which are payable by the Lessee to (x) WTC and the Mortgagee, (y) each separate or additional Trustee appointed pursuant to the Trust Indenture and (z) the Pass Through Indemnitees pursuant to Section 9 of the Participation Agreement; (ii) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement (as originally in effect or amended with the consent of the Owner Participant), an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A-1 Equipment Notes, Series A-2 Equipment Notes, Series B Equipment Notes, Series C-1 Equipment Notes and Series C-2 Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all "Series A-1 Equipment Notes", "Series A-2 Equipment Notes", "Series B Equipment Notes", "Series C-1 Equipment Notes" and "Series C-2 Equipment Notes" (each as defined in the Note Purchase Agreement); (iii) (x) the amount equal to

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in (a) three separate series consisting of Series AG-1 Equipment Notes, Series B G-2 Equipment Notes, and Series C Equipment Notes and in (b) the maturities and principal amounts and shall bear interest as at the applicable Debt Rates specified in Schedule I hereto. I. On the date of the consummation of the TransactionsDelivery Date, each Series G-1 Equipment Note, Series G-2 Equipment Note, and Series C Equipment Note shall be issued to the Subordination Agent on behalf of each of Pass Through Trustees for the Pass Through Trustees Trusts created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) ), payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding until such principal amount is paid in full, payable as further provided in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturitythe form of Equipment Note set forth in Section 2.01. The Original Amount principal amount of each Series G-1 Equipment Note and each Series C Equipment Note shall be payable in installments on the dates Payment Dates and in the installments equal to the corresponding percentage of the Original Amount as principal amount set forth in Schedule I hereto applicable to such Series, which shall be attached as Schedule I to the such Equipment NotesNote. The principal amount of each Series G-2 Equipment Note shall be due in a single payment on July 2, 2012. Notwithstanding the foregoing, the final payment made under each Series G-1 Equipment Note and each Series C 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of principal amount and (to the Original Amount, extent permitted by applicable law) Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be is overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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. The Equipment Notes shall be executed on behalf of Owner Trustee by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of Owner Trustee shall bind Owner Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to four separate series consisting of Series AA-1, Series A-2, Series B and Series C and in the maturities and principal amounts and princxxxx xxxxxxx xxd shall bear interest as specified in Schedule I heretohereto (or, in the case of the Series C if issued after the Closing Date, as specified in an amendment to this Trust Indenture). On the date of the consummation of the Transactionsthereof, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. Owner shall have the option to issue the Series C Equipment Notes at or after the Closing. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April May 1, 19982002, and on each October May 1 and April November 1 thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2 and Series B Equipment Notes, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to such Equipment Notes (or, in the case of the Series C Equipment Notes if issued after the Closing Date, as set forth in an amendment to this Trust Indenture, which payment schedule shall be attached as Schedule I to the Series C Equipment Notes) and (ii) in the case of the Series A-2 and Series B Equipment Notes, shall be paid in full on November 1, 2006. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A-1 Equipment Notes and Series A-2 Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all "Series A-1 Equipment Notes" and "Series A-2 Equipment Notes" (each as defined in the Intercreditor Agreement); (ii) (x) the amount equal to interest on any Downgrade Advance (other

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereofClosing Date, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 2.10(b) and new Series C Equipment Notes may be issued pursuant to the provisions of Section 2.10(c). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1October 22, 19982011, and on each April 22 and October 1 and April 1 22 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof: (a)(i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A Equipment Notes and Series B Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement); (ii) (x) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three (a) separate series Series consisting of Series AA Equipment Notes, Series B Equipment Notes (if issued) and one or more Additional Series C Equipment Notes (if issued) and in (b) the maturities and principal amounts and shall bear interest at the applicable Debt Rates specified in Schedule I hereto (as, in the case of any Series B Equipment Notes or any Additional Series Equipment Notes issued after the Closing Date, such Schedule I may be amended in connection with such issuance). On the Closing Date, each Series A Equipment Note and Series B Equipment Note (if issued) shall be issued to Subordination Agent on behalf of Pass Through Trustee for the Pass Through Trusts then in existence created under the Pass Through Trust Agreements referred to in Schedule II. If no Series B Equipment Notes are issued on the Closing Date, then, subject to compliance with the conditions set forth in Section 2.02 of the Participation Agreement and Section 8.01(d) of the Intercreditor Agreement, as applicable, Company shall have the option to issue Series B Equipment Notes at any time after the Closing Date. Any Series B Equipment Notes issued after the 10 To be inserted in installment Equipment Notes. Indenture and Security Agreement (2020-1 EETC) N494AS Closing Date pursuant to the immediately preceding sentence shall have such maturities, principal amounts and interest rate as specified in Schedule I heretohereto in respect of Series B Equipment Notes, as such Schedule I may be amended in connection with any such issuance. On Subject to compliance with the conditions set forth in Section 2.02 of the Participation Agreement and Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, as applicable, Company shall have the option after the Closing Date, at any time and from time to time (i) to issue one or more Series of Additional Series Equipment Notes under this Indenture (including, for the avoidance of doubt, multiple issuances at the same or different times resulting in more than one Series of Additional Series Equipment Notes being outstanding at any time), (ii) to redeem all but not less than all of the Series B Equipment Notes (whether issued on or after the Closing Date) (or all but not less than all of any Series of Additional Series Equipment Notes) pursuant to, and in accordance with, the provisions of Section 2.11(b) and to issue under this Indenture new Equipment Notes with the same Series designation as, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, and (iii) following the payment in full at maturity or otherwise of all but not less than all of the Series B Equipment Notes (whether issued on or after the Closing Date) (or all but not less than all of any Series of Additional Series Equipment Notes), to issue new Equipment Notes with the same Series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full. If new Series B Equipment Notes or Additional Series Equipment Notes of any Series or new Additional Series Equipment Notes of any Series are issued after the Closing Date in accordance with the immediately preceding sentence, such Equipment Notes shall be dated the date of the consummation of the Transactionsoriginal issuance thereof and shall have such maturities, each Equipment Note shall be issued principal amounts and interest rate as specified in an amendment to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreementsthis Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. For the avoidance of doubt, if new “Series B Equipment Notes” or “Additional Series Equipment Notes” of any Series or new “Additional Series Equipment Note” of any Series are issued, in each case under any Related Indenture, Company may, but shall not be required to, issue, as the case may be, new Series B Equipment Notes or Additional Series Equipment Notes of the same Series or new Additional Series Equipment Notes of the same Series, in each case under this Indenture. Each Equipment Note shall bear interest at the Debt Rate specified for the applicable Series (calculated on the basis of a year of 360 days comprised of twelve 30-day months) ), payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding from the most recent Payment Date to which interest has been paid or duly provided for (or, payable if no interest has been so paid or provided for, from the date of issuance of such Equipment Note) until such principal amount is paid in arrears on April 1full, 1998, and on each October 1 and April 1 thereafter until maturityas further provided in the form of Equipment Note set forth in Section 2.01. N494AS The Original Amount principal amount of each Series A Equipment Note and, if issued, each Series B Equipment Note shall be payable in installments or in a single payment on the dates and Payment Dates set forth in such Equipment Note, each such installment, if any, to be in an amount computed by multiplying the installments equal to original principal amount of such Equipment Note by the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as, in the case of any Series B Equipment Notes issued after the Closing Date, such Schedule I may be amended in connection with such issuance) applicable to such Series, the applicable portion of which shall be attached as Schedule I to such Equipment Note, opposite the Payment Date on which such installment is due. Each Additional Series Equipment NotesNote, if issued, shall be payable in installments or in a single payment as set forth in an amendment to this Indenture, and if payable in installments, such installments shall be calculated as set forth in the preceding sentence. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of principal amount and (to the Original Amount, extent permitted by applicable law) Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be is overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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. The Equipment Notes shall be executed on behalf of Company by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of Company shall bind Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder. Indenture and Security Agreement (2020-1 EETC) N494AS

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to four separate series consisting of Series A, Series B B, Series C and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees under the Applicable Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[_____________, 1998199_], and on each October 1 [_______] and April 1 [_______] thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, Series B AA and Series C A and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue one or more separate series of Additional Series Equipment Notes at any time and from time to time at or after the Issuance Date, subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If more than one series of Additional Series Equipment Notes are so issued, each such series shall have a different designation such as, for example, “Series B” and “Series C”, shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series A Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1[ ], 199820[ ]10, and on each October [March 1 and April 1 September 1]11 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto for the applicable Series (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees under the Applicable Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of ---------------- Not included in Series A-2 Equipment Notes. $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[_____________, 199820__], and on each October 1 [________] and April 1 [____________] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2 Equipment Notes, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the such Equipment Notes, and (ii) in the case of Series A-2 Equipment Notes, shall be paid in full on [___________]. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, G and Series B and Series C and in the maturities and principal amounts and shall bear interest amount of the related secured loan as specified set forth in Schedule I heretoSection 2.1 of the Note Purchase Agreement. On the date of the consummation of the TransactionsClosing Date, each a Series G Equipment Note and a Series B Equipment Note shall be issued to the Subordination Agent on behalf of the applicable Pass Through Trustees Trustee under the Pass Through Trust AgreementsAgreement. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest on the unpaid Original Amount thereof from time to time outstanding from the date thereof until paid in full at the rate per annum for each Interest Period equal to the Debt Rate for such Interest Period (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on and actual days elapsed during the unpaid Original Amount thereof from time to time outstanding, period for which such amount accrues). Accrued interest shall be payable in arrears on April 1September 2, 19982006, and on each October 1 December 2, March 2, June 2 and April 1 September 2 thereafter until maturity. Interest on the Equipment Notes shall be payable with respect to the first but not the last day of each Interest Period. The Original Amount of the Equipment Notes of each Equipment Note Series shall be payable paid in full on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment NotesJune 2, 2013. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day monthsand actual days elapsed during the period for which such amount accrues) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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 payable thereunder. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (a)(i) an amount equal to the fees payable to the Primary Liquidity Provider under Section 2.03 of the Primary Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement); (ii) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of the Primary Liquidity Facility minus Investment Earnings from such Downgrade Advance; (iii) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of the Primary Liquidity Facility minus Investment Earnings from such Non-Extension Advance; (iv) if any payment during such extension.default shall have occurred and be continuing with respect to interest on any Series G Equipment Notes, the excess, if any, of (1) an amount equal to interest on any Unpaid Advance, Applied Downgrade Advance or Applied Non-Extension Advance payable under Section 3.07 of the Primary Liquidity Facility (or, if the BACK

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series (or if the Series D is issued, four separate series) consisting of Series A, Series B and B, Series C and, if issued, Series D and in the maturities and principal amounts and shall bear interest as specified in Schedule I heretohereto (or, in the case of the Series D if issued after the Closing Date, as specified in an amendment to this Trust Indenture). On the date of the consummation of the Transactionsthereof, each Series A, Series B and Series C Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the applicable Pass Through Trust AgreementsAgreement. Owner shall have the option to issue the Series D Equipment Notes at or after the Closing. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1____ __, 1998199_, and on each October 1 January 2 and April 1 July 2 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes (or, in the case of the Series D Equipment Notes if issued after the Closing Date, as set forth in an amendment to this Trust Indenture, which payment schedule shall be attached as Schedule I to the Series D Equipment Notes). Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the relevant Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A Equipment Notes, Series B Equipment Notes and Series C Equipment Notes and the denominator of which shall

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1[-], 1998[-], and on each October 1 March 20 and April 1 September 20 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereof, shall be issued in three (a) separate series Series consisting of Series AA Equipment Notes, Series B Equipment Notes and Series C Equipment Notes and in (b) the maturities and principal amounts and shall bear interest as at the applicable Debt Rates specified in Schedule I hereto. I. On the date of the consummation of the TransactionsClosing Date, each Series A Equipment Note, Series B Equipment Note and Series C Equipment Note shall be issued to the Subordination Agent on behalf of the each of Pass Through Trustees for the applicable Pass Through Trust created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. Subject to the conditions set forth in Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(d) of the Intercreditor Agreement, Company shall have the option to issue Additional Series Equipment Notes at any time and from time to time. The Additional Series Equipment Notes may be issued in an unlimited number of separate series (if more than one series of Additional Series Equipment Notes are so issued, each such series shall have a different designation such as, for example, “Series D” and “Series E”), shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes, Series C Equipment Notes or Additional Series Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) ), payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding until such principal amount is paid in full, payable as further provided in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturitythe form of Equipment Note set forth in Section 2.01. The Original Amount principal amount of each Series A Equipment Note, each 11 To be inserted in installment Equipment Notes. Series B Equipment Note and each Series C Equipment Note shall be payable in installments on the dates Payment Dates and in the installments equal to the corresponding percentage of the Original Amount as principal amount set forth in Schedule I hereto applicable to such Series, which shall be attached as Schedule I to such Equipment Note. Each Additional Series Equipment Note, if issued, shall be payable in installments or in a single payment as set forth in an amendment to this Indenture, and if payable in installments, such installments shall be calculated as set forth in the Equipment Notessecond preceding sentence. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, principal amount and (to the extent permitted by applicable Law, law) interest and any other amounts payable thereunder not paid when due for any period during which the same shall be is overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided herein when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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. The Equipment Notes shall be executed on behalf of Company by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of Company shall bind Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder. The aggregate principal amount of any Series of Equipment Notes issued hereunder shall not exceed the amount set forth as the maximum therefor on Schedule I hereto (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series).

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three (a) separate series Series consisting of Series AA Equipment Notes, Series B Equipment Notes and Additional Series C Equipment Notes (if issued) and in (b) the maturities and principal amounts and shall bear interest as at the applicable Debt Rates specified in Schedule I hereto. I. On the date of the consummation of the TransactionsClosing Date, each Series A Equipment Note and Series B Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee for the applicable Pass Through Trust created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. Subject to compliance with the conditions set forth in Section 4(a)(v) of the Note Purchase Agreement, Section 2.02 of the Participation Agreement and Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, as applicable, Company shall have the option to issue Additional Series Equipment Notes at any time and from time to time. One separate series of Additional Series Equipment Notes may be issued at any time and such series of Additional Series Equipment Notes shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rate as specified in an 14 To be inserted in installment Equipment Notes. [Reg. No.] amendment to this Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes or Additional Series Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the Debt Rate specified for the applicable Series (calculated on the basis of a year of 360 days comprised of twelve 30-day months) ), payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding from the most recent Payment Date to which interest has been paid or duly provided for (or, payable if no interest has been so paid or provided for, from the date of issuance of such Equipment Note) until such principal amount is paid in arrears on April 1full, 1998, and on each October 1 and April 1 thereafter until maturityas further provided in the form of Equipment Note set forth in Section 2.01. The Original Amount principal amount of each Series A Equipment Note and each Series B Equipment Note shall be payable in installments or in a single payment on the dates and Payment Dates set forth in such Equipment Note, each such installment, if any, to be in an amount computed by multiplying the installments equal to original principal amount of such Equipment Note by the corresponding percentage of the Original Amount as set forth in Schedule I hereto applicable to such Series, the applicable portion of which shall be attached as Schedule I to such Equipment Note, opposite the Payment Date on which such installment is due. Each Additional Series Equipment NotesNote, if issued, shall be payable in installments or in a single payment as set forth in an amendment to this Indenture, and if payable in installments, such installments shall be calculated as set forth in the preceding sentence. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of principal amount and (to the Original Amount, extent permitted by applicable law) Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be is overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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. [Reg. No.] The Equipment Notes shall be executed on behalf of Company by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of Company shall bind Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C Equipment Notes and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in semi-annual installments in arrears on April 1, 1998, [-] and on each October 1 March 20 and April 1 September 20 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Series A Equipment Notes shall be dated the date of issuance thereofClosing Date, shall be issued in three separate series consisting of Series A, Series B and Series C and in have the maturities maturity and principal amounts amount and shall bear interest as specified in Schedule I hereto. On the date of Closing Date, the consummation of the Transactions, each Series A Equipment Note Notes shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue Additional Series Equipment Notes at any time and from time to time at or after the “Delivery Period Termination Date” (as defined in the Note Purchase Agreement), subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement. If Owner so elects to issue Additional Series Equipment Notes, the Additional Series Equipment Notes shall be issued in a single separate series outstanding at any time, shall be dated the date of original issuance thereof and shall have such maturity, principal amount and interest rate as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1January 8, 19982010, and on each October 1 July 8 and April 1 January 8 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (a)(i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of the Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then BACK

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1_____________, 1998199_, and on each October 1 January 2 and April 1 July 2 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C-1, Series C-2 and Series C D and in the maturities and ---------- Not included in Series A-2 or Series C-2 Equipment Notes. principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees under the Applicable Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[_____________, 1998199_], and on each October 1 [_______] and April 1 [_______] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2 and Series C-2 Equipment Notes, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the such Equipment Notes, (ii) in the case of Series A-2 Equipment Notes, shall be payable in full on [______________] and (iii) in the case of Series C-2 Equipment Notes, shall be payable in full on [______________]. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner Trustee agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) any and all indemnity amounts which are payable by the Lessee to (x) WTC and the Mortgagee, (y) each separate or additional Trustee appointed pursuant to the Trust Indenture and (z) the Pass Through Indemnitees pursuant to Section 9 of the Participation Agreement; (ii) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement (as originally in effect or amended with the consent of the Owner Participant), an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A-1 Equipment Notes, Series A-2 Equipment Notes, Series B Equipment Notes, Series C-1 Equipment Notes and Series C-2 Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all "Series A-1 Equipment Notes", "Series A-2 Equipment Notes", "Series B Equipment Notes", "Series C-1 Equipment Notes" and "Series C-2 Equipment Notes" (each as defined in the Note Purchase Agreement); (iii) (x) the amount equal to

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series (or if the Series D is issued, four separate series) consisting of Series A, Series B and B, Series C and, if issued, Series D and in the maturities and principal amounts and shall bear interest as specified in Schedule I heretohereto (or, in the case of the Series D if issued after the Closing Date, as specified in an amendment to this Trust Indenture). On the date of the consummation of the Transactionsthereof, each Series A, Series B and Series C Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the applicable Pass Through Trust AgreementsAgreement. Owner shall have the option to issue the Series D Equipment Notes at or after the Closing. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1____ __, 1998199_, and on each October 1 [______] and April 1 [______] thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes (or, in the case of the Series D Equipment Notes if issued after the Closing Date, as set forth in an amendment to this Trust Indenture, which payment schedule shall be attached as Schedule I to the Series D Equipment Notes). Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three four separate series consisting of Series A, Series B B, Series C and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsRefinancing Transaction, (i) each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements set forth in Schedule II to be attached hereto in connection therewith and (ii) the Original Loan Certificates issued under the Original Indenture shall be concurrently prepaid. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1January 2, 19981997, and on each October 1 July 2 and April 1 January 2 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original portion of the Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on Trust Indenture 32 - 27 - any part of the Original Principal Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Series A Equipment Notes shall be dated the date of issuance thereofClosing Date with the maturity, shall be issued in three separate series consisting of Series A, Series B principal amount and Series C and in the maturities and principal amounts and shall bear interest rate as specified in Schedule I hereto. On the date of Closing Date, the consummation of the Transactions, each Series A Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the Pass Through Trust AgreementsAgreement. In addition to the foregoing, subject to the terms of Section 9.1(c) of the Intercreditor Agreement, Owner shall have the option to issue or reissue Additional Series Equipment Notes at any time and from time to time at or after the Deposit Period Termination Date (as defined in the Note Purchase Agreement). The Additional Series Equipment Notes may be issued in a single separate series, shall be dated the date of original issuance thereof and shall have such maturity, principal amount and interest rate as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve (12) 30-day months) on the unpaid Original Amount thereof from time to time outstanding, due and payable in arrears on April May 1, 19982010, and on each October May 1 and April November 1 of each year thereafter until maturity. The Original Amount of each Equipment Note shall be due and payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-30 day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). 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 any Equipment Note becomes due and payable is shall not be a Business Day Day, then such payment shall not be made due on such scheduled date but shall be made due on the next succeeding Business Day Day. [Trust Indenture and Mortgage (NXXXUA)] Without duplication of amounts paid by the Owner under the Participation Agreement, any other Operative Agreement or any Pass Through Agreement, the Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of the Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of all the Series A Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all “Series A Equipment Notes” (as defined in the Note Purchase Agreement) with respect to all of the Indentures (as defined in the Note Purchase Agreement); (ii) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of the Liquidity Facility minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (i); (iii) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of the Liquidity Facility minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (i); (iv) the amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of the Liquidity Facility minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (i); (v) if any payment default by the Owner shall have occurred and be continuing with respect to interest on any “Series A Equipment Notes” (as defined in the Note Purchase Agreement), (x) the excess, if any, of (1) an amount equal to interest on any Unpaid Advance (other than a Special Termination Advance), Applied Downgrade Advance, Applied Non-Extension Advance or Applied Special Termination Advance payable under Section 3.07 of the Liquidity Facility over (2) the sum of Investment Earnings from any Final Advance plus any amount of interest at the Payment Due Rate actually payable (whether or not in fact paid) by Owner on the overdue scheduled interest on the “Series A Equipment Notes” (as defined in the Note Purchase Agreement) in respect of which such payment is Unpaid Advance, Applied Downgrade Advance, Applied Non-Extension Advance or Applied Special Termination Advance was made by the Liquidity Provider multiplied by (y) a fraction the numerator of which shall be the then aggregate overdue amounts of interest on the Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which shall be the then aggregate overdue amounts of interest on all “Series A Equipment Notes” (as defined in the Note Purchase Agreement) with respect to all of the Indentures (as defined in the Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (vi) any other amounts owed to the Liquidity Provider by the Subordination Agent as borrower under the Liquidity Facility multiplied by the fraction specified in the foregoing clause (i) other than (A) amounts due as repayment of advances thereunder or as interest on such next succeeding Business Dayadvances, no interest shall accrue on except to the amount extent payable pursuant to clause (ii), (iii), (iv) or (v) above and (B) fees payable under Section 2.03 of such payment during such extension.the Liquidity Facility, (vii) Owner’s pro rata share of all compensation and reimbursement of expenses, disbursements and advances payable by Owner under the Pass Through Trust Agreement and (viii) Owner’s pro rata share of all compensation and reimbursement of expenses, disbursements payable to the Subordination Agent under the Intercreditor Agreement except with respect to any Unindemnified Taxes incurred by the Subordination Agent in connection with the transactions contemplated by the Intercreditor [Trust Indenture and Mortgage (NXXXUA)]

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1________ 30, 1998____, and on each October 1 ______ 30 and April 1 ______ 30 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsDelivery Date, each Series of Equipment Note Notes shall be issued to the Subordination Agent on behalf of the Pass related Pass-Through Trustees Trustee under the Pass applicable Pass-Through Trust AgreementsAgreement. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-30 day monthsmonths and payable for the actual number of days elapsed (including the first day but excluding the last day)) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1__________, 1998200_, and on each October 1 [February 20], [May 20], [August 20] and April 1 [November 20] thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (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)) on any part of the Original Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.due

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1[-], 1998[-], and on each October March 1 and April September 1 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionsthereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate for the applicable Series of such Equipment Note (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1_____ __, 1998____, and on each [January 15], [April 15], [July 15] and [October 1 and April 1 15] thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). 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 any Equipment Note becomes due and payable is shall not be a Business Day 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 with the same effect as if such payment is made on such next succeeding Business Day, no interest shall accrue paid on the amount of such payment during such extension.originally scheduled due date. The interest rate borne by the Equipment Notes shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. The Owner agrees, without duplication, to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof (1) all Expenses, Transaction Expenses, and all other amounts, liabilities, indemnities, and obligations (including any Make-Whole Amount) that Owner assumes or 2002 EETC - Mortgage (Owned) (10)

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1_____________, 1998199_, and on each October 1 [_______] and April 1 [_______] thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C-1, Series C-2 and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I heretohereto (or, in the case of the Series D if issued after the Closing Date, as specified in an amendment to this Trust Indenture). On the date of the consummation of the Transactionsthereof, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. Owner shall have the option to issue the Series D Equipment Notes at or after the Closing. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[____ __, 199820__], and on each October 1 [______] and April 1 [______] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2 and Series C-2, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to such Equipment Notes (or, in the case of the Series D Equipment Notes if issued after the Closing Date, as set forth in an amendment to this Trust Indenture, which payment schedule shall be attached as Schedule I to the Series D Equipment Notes), (ii) in the case of the Series A-2 Equipment Notes, shall be paid in full on May 1, 2010 and (iii) in the case of the Series C-2 Equipment Notes, shall be paid in full on May 1, 2005. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Pass-Through Trustees Trustee under the Pass Pass-Through Trust AgreementsAgreement. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-30 day monthsmonths and payable for the actual number of days elapsed (including the first day but excluding the last day)) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[__________, 1998____], and on each January 15, April 15, July 15 and October 1 and April 1 15 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (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)) on any part of the Original Amount, Make-Make- Whole Amount, if any, and, and to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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 Day. The interest rate borne by the Equipment Notes shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement 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., provided that if the next succeeding Business Day would fall in the next calendar month, such payment shall be made on the next preceding Business Day. The Equipment Notes shall be executed on behalf of the Owner Trustee by its President or one of its Vice Presidents, Assistant Vice Presidents or Assistant Secretaries or other authorized officer. Equipment Notes bearing the signatures of individuals who were at any time the proper officers of the Owner Trustee shall bind the Owner Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three separate a single series consisting of Series A, Series B and Series C A and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of Closing Date, the consummation of the Transactions, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue one or more separate series of Additional Series Equipment Notes at any time and from time to time at or after the Issuance Date, subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. Without limitation of the foregoing, if one or more Additional Series Equipment Notes are issued pursuant to Section 9.1(d) of the Intercreditor Agreement after the Issuance Date, Additional Series Equipment Notes may also be issued pursuant to the provisions of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement in connection with a refinancing of Equipment Notes (other than Series A). If more than one series of Additional Series Equipment Notes are so issued, each such series shall have a different designation such as, for example, “Series B” and “Series C”, shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1[_______], 199820[__]5, and on each October 1 [July 15 and April 1 January 15]6 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto for the applicable Series (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.such

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1, 1998_____, and on each October 1 March 20 and April 1 September 20 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount amount as set forth in on Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in up to three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears in semiannual installments commencing on April 1_____________, 1998____, and on each October 1 _______ _ and April 1 _______ _ thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto hereto, the applicable portion of which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue a single series of Additional Series Equipment Notes at any time at or after the “Delivery Period Termination Date” (as defined in the Note Purchase Agreement), subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If Owner so elects to issue the Additional Series Equipment Notes, Additional Series Equipment Notes shall be issued in a single separate series, shall be dated the date of original issuance thereof and shall have such maturity, principal amount and interest rate as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1[__________], 1998, 20[__],11 and on each October 1 [January 12 and April 1 July 12]12 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.__________________

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall may be issued in three two separate series consisting of Series A, Series B G and Series C and and, with respect to the Series G Equipment Note, in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of Delivery Date, the consummation of the Transactions, each Series G Equipment Note shall be issued to the Subordination Agent on behalf Class G Pass Through Trustee (or its designee) under the Class G Pass Through Agreement as set forth in Schedule II hereto in connection therewith. Prior to issuing any Series C Equipment Note, Owner covenants that it will obtain a written confirmation from each of the Rating Agencies (as defined in the Class G Note Purchase Agreement) that the issuance of the Class C Pass Through Trustees Certificates and the Series C Equipment Note will not result in a withdrawal, suspension or downgrading of the rating of the Class G Pass Through Certificates (without regard to the Policy). On the date of issuance of the Series C Equipment Note, the Series C Equipment Note shall be issued to the Class C Pass Through Trustee (or its designee) under the Class C Pass Through Trust AgreementsAgreement. On the date of issuance of the Series C Equipment Note, this Indenture shall be supplemented by an indenture supplement supplementing (i) Schedule I hereto to set forth the maturity, principal amount and interest rate of the Series C Equipment Note and (ii) Schedule II hereto with respect to the Class C Pass Through Agreement. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. The Series G Equipment Note will be issued pursuant to the terms and conditions of this Indenture and the Series G Participation Agreement and the Series C Equipment Note will be issued pursuant to the terms and conditions of this Indenture and the Series C Participation Agreement. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1, 1998[-], and on each October 1 February 5 and April 1 August 5 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount amount as set forth in on Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three separate a single series consisting of Series A, Series B and Series C A and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series A shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue one or more separate series of Additional Series Equipment Notes at any time and from time to time at or after the Issuance Date, subject to the terms of Section 6.1.5 of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If more than one series of Additional Series Equipment Notes are so issued, each such series shall have a different designation such as, for example, “Series B,” “Series C” and “Series D”, shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1January 15, 19982021, and on each January 15, April 15, July 15 and October 1 and April 1 15 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto for the applicable Series (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to such Equipment Notes (which shall be adjusted in accordance with Section 2.05 hereof after application of any partial redemptions made prior to the Equipment Notesdate that any such installment is due). Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (a)(i) to the extent not payable (whether or not in fact paid) under

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C-1, Series C-2 and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees under the Applicable Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in ---------- Not included in Series A-2 or Series C-2 Equipment Notes. denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[_____________, 1998199_], and on each October 1 [________] and April 1 [____________] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2 and Series C-2 Equipment Notes, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the such Equipment Notes, (ii) in the case of Series A-2 Equipment Notes, shall be paid in full on [______] and (iii) in the case of the Series C-2 Equipment Notes, shall be paid in full on [______]. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner Trustee agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement (as originally in effect or amended with the consent of the Owner Participant), an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A-1 Equipment Notes, Series A-2 Equipment Notes, Series B Equipment Notes, Series C-1 Equipment Notes and Series C-2 Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all "Series A-1 Equipment Notes", "Series A-2 Equipment Notes", "Series B Equipment Notes", "Series C-1 Equipment Notes" and "Series C-2 Equipment Notes" (each as defined in the Note Purchase Agreement); (ii) (x) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Downgrade Advance multiplied by (y) the fraction specified in the foregoing clause (i); (iii) (x) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Non-Extension

Issuance and Terms of Equipment Notes. The Initial Equipment Notes shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, Series B G-1 and Series C and B-1 in the maturities and principal amounts and shall bear interest amount of the related secured loan as specified set forth in Schedule I heretoSection 2.1 of the Initial Note Purchase Agreement. On the date of the consummation of the TransactionsClosing Date, each a Series G-1 Equipment Note and a Series B-1 Equipment Note shall be issued to the Subordination Agent on behalf of the applicable Pass Through Trustees Trustee under the applicable Pass Through Trust AgreementsAgreement. Following the Closing Date, Owner may, from time to time, issue Additional Equipment Notes (as defined in and subject to the provisions of Article XI herein). The Equipment Notes of each Series shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, outstanding from the date thereof until paid in full at the rate per annum for each Interest Period equal to the applicable Debt Rate for such Series for such Interest Period (calculated on the applicable basis set forth in the form of Equipment Note for such Series). Accrued interest on the Equipment Notes shall be payable in arrears on April 1, 1998January 2nd, and on each April 2nd, July 2nd and October 1 and April 1 thereafter 2nd (each a "PAYMENT DATE") until maturity, commencing on the first Payment Date from and following the issuance of such Equipment Notes. Interest on the Equipment Notes shall be payable with respect to the first but not the last day of each Interest Period. In no event shall the Debt Rate (including any other relevant amount) on any Equipment Note at any time exceed the maximum rate of interest permitted under applicable law. The Original Amount of the Initial Equipment Notes shall be paid in full on January 2, 2014 ("MATURITY DATE" with respect to the Initial Equipment Notes). The Maturity Date, Original Amount, Debt Rate, Payment Due Rate, Margin, and redemption provisions of each Series of Additional Equipment Note shall be payable on the dates and in the installments equal as certified to the corresponding percentage of Mortgagee by Owner pursuant to Section 11.03 in connection with the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notesissuance thereof. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the applicable unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Due Rate applicable for its respective Series (calculated on the basis of a year of 360 days comprised of twelve 30-day monthsand actual days elapsed during the period for which such amount accrues) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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 thereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1________ 20 , 1998____, and on each October 1 February 20 and April 1 August 20 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount amount as set forth in on Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Series B Equipment Notes and the Additional Series Equipment Notes) shall be dated the Closing Date, shall be issued in a single series consisting of Series A and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. The Series B Equipment Notes shall be dated the date of issuance thereof, Class B Issuance Date and shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of Closing Date, the consummation of the Transactions, each Series A Equipment Note Notes shall be issued to the Subordination Agent on behalf of the Class A Pass Through Trustees Trustee under the Pass Through Trust AgreementsAgreement with respect to the Class A Pass Through Trust, and on the Class B Issuance Date, the Series B Equipment Notes shall be issued to the Subordination Agent on behalf of the Class B Pass Through Trustee under the Pass Through Trust Agreement with respect to the Class B Pass Through Trust. In addition to the foregoing, Owner shall have the option to issue one or more separate series of Additional Series Equipment Notes at any time and from time to time at or after the Issuance Date, subject to the terms of Section 6.1.5 of the Note Purchase Agreement, Section 6.1.5 of the Class B Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If more than one series of Additional Series Equipment Notes are so issued, each such series shall have a different designation such as, for example, “Series C” and “Series D”, shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears (i) in the case of the Series A Equipment Notes, on April 1January 15, 19982021, and on each January 15, April 15, July 15 and October 1 15 thereafter until maturity, and (ii) in the case of the Series B Equipment Notes, on April 1 15, 2021, and on January 15, April 15, July 15 and October 15 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto for the applicable Series (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to such Equipment Notes (which shall be adjusted in accordance with Section 2.05 hereof after application of any partial redemptions made prior to the Equipment Notesdate that any such installment is due). Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (a)(i) to the extent not payable (whether or not in fact paid) under Section 8.2.2 of the Note Purchase Agreement or Section 8.2.2 of the Class B Note Purchase Agreement, an amount equal to the fees payable to the applicable Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement); (ii) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Downgrade Advance; (iii) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Non-Extension Advance; (iv) the amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Special Termination Advance; (v) if any payment default shall have occurred and be continuing with respect to interest on any Series A Equipment Notes or Series B Equipment Notes, the excess, if any, of (1) an amount equal to interest on any Unpaid Advance, Applied Downgrade Advance, Applied Non-Extension Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility over (2) the sum of Investment Earnings from any Final Advance plus any amount of interest at the Payment Due Rate actually payable (whether or not in fact paid) by Owner on the overdue scheduled interest on the Equipment Notes in respect of which such Unpaid Advance, Applied Downgrade Advance, Applied Non-Extension Advance or Applied Special Termination Advance was made by the applicable Liquidity Provider;

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series AG-1, Series B G-2 and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionsthereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest with respect to each Interest Period at the applicable Debt Rate in effect for such Interest Period (calculated on the basis of a year of 360 days comprised and the actual number of twelve 30-day monthsdays elapsed) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1, 1998, and on each October 1 March 15, June 15, September 15 and April 1 December 15 of each year thereafter until maturity. The Original Amount of each Series G-1 Equipment Note and each Series C Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. The Original Amount of each Series G-2 Equipment Note shall be paid in one installment on March 15, 2014. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the applicable Payment Due Rate (calculated on the basis of a year of 360 days comprised and the actual number of twelve 30-day monthsdays elapsed) on any part of the Original Amount, Make-Whole any Break Amount, if anyapplicable, or any Prepayment Premium, if applicable, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. The period applicable to the Payment Due Rate shall be the period commencing on the due date of such Original Amount, Break Amount, Prepayment Premium interest or other amount and ending on the same calendar day in the next succeeding month. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). 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 any Equipment Note becomes due and payable is shall not be a Business Day Day, then such payment shall not be made due on such scheduled date but shall be made due on the next succeeding Business Day Day. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Primary Liquidity Provider under Section 2.03 of each Primary Liquidity Facility multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of all the Equipment Notes and the denominator of which shall be the sum of (x) the then outstanding aggregate principal amount of all “Series G-1 Equipment Notes”, “Series G-2 Equipment Notes” and “Series C Equipment Notes” (each as defined in the Note Purchase Agreement) and (y) the then outstanding aggregate amount of Deposits under the Deposit Agreements pertaining to the Class G-1 Trust, Class G-2 Trust and Class C Trust; (ii) to the extent not payable (whether or not in fact paid) under Section 6(b) of the Note Purchase Agreement, an amount equal to the fees payable to the Policy Provider under Section 3.02 of the Policy Provider Agreement (as defined in the Note Purchase Agreement) multiplied by a fraction the numerator of which shall be the sum of the then outstanding aggregate principal amount of the Series G-1 Equipment Notes and Series G-2 Equipment Notes and the denominator of which shall be the sum of (x) the then outstanding aggregate principal amount of all “Series G-1 Equipment Notes” and “Series G-2 Equipment Notes” (each as defined in the Note Purchase Agreement) and (y) the then outstanding aggregate amount of the Deposits under the Deposit Agreement pertaining to the Class G-1 Trust and Class G-2 Trust; (iii) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Primary Liquidity Facility minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (i); (iv) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Primary Liquidity Facility minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (i); (v) if any payment default shall have occurred and be continuing with respect to interest on any Equipment Notes, the excess, if any, of (1) an amount equal to interest on any Unpaid Advance, Applied Downgrade Advance or Applied Non-Extension Advance payable under Section 3.07 of each Primary Liquidity Facility (or in the case of the Series G-1 Equipment Notes or Series G-2 Equipment Notes, if the Policy Provider has made a payment equivalent to such an Advance, as would have been payable under Section 3.07 of the Primary Liquidity Facility in respect of the Class G-1 Certificates or Class G-2 Certificates had such Advance been made) over (2) the sum of Investment Earnings from any Final Advance plus any amount of interest at the Payment Due Rate actually payable (whether or not in fact paid) by Owner on the overdue scheduled interest on the “Equipment Notes” (as defined in the Note Purchase Agreement in respect of which such Unpaid Advance, Applied Downgrade Advance or Applied Non-Extension Advance was made by the Primary Liquidity Provider (or, in the case of the Series G-1 Equipment Notes or Series G-2 Equipment Notes, an equivalent payment is was made by the Policy Provider) multiplied by a fraction the numerator of which shall be the then aggregate overdue amounts of interest on the Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which shall be the then aggregate overdue amounts of interest on all “Series G-1 Equipment Notes”, “Series G-2 Equipment Notes” and “Series C Equipment Notes” (each as defined in the Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (vi) any other amounts owed to the applicable Primary Liquidity Provider by the Subordination Agent as borrower under each Primary Liquidity Facility multiplied by the fraction specified in the foregoing clause (i) other than (A) amounts due as repayment of advances thereunder or as interest on such next succeeding Business Dayadvances, no interest shall accrue on except to the amount extent payable pursuant to clause (ii), (iii) or (iv) above and (B) fees payable under Section 2.03 of such payment during such extension.each Primary Liquidity Facility, (vii) all compensation and reimbursement of expenses and disbursements payable by the Owner to the Policy Provider under the Policy Provider Agreement except to the extent payable pursuant to clause (ii) above multiplied by the fraction specified in the foregoing clause (ii), (viii) Owner’s pro rata share of all compensation and reimbursement of expenses, disbursements and advances payable by Owner under the Pass Through Trust Agreements, (ix) Owner’s pro rata share of all compensation and reimbursement of expenses and disbursements payable to the Subordination Agent under the Intercreditor Agreement except with respect to any Unindemnified Taxes incurred by the Subordination Agent in connection with the transactions contemplated by the Intercreditor Agreement and (x) in the event Owner

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1, 1998_____, and on each October March 1 and April September 1 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount amount as set forth in on Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three (a) separate series consisting of Series AG Equipment Notes, Series B C Equipment Notes, Series D Equipment Notes and, if issued, Series E Equipment Notes and Series C and in (b) the maturities and principal amounts and shall bear interest as at the applicable Debt Rates specified in Schedule I hereto(or, in the case of a New Series C Equipment Note, a New Series D Equipment Note or a Second New Series D Equipment Note, as specified in the applicable Indenture Refunding Amendment or, in the case of a Series E Equipment Note issued after the Closing Date, as specified in an amendment to this Indenture). On the date of the consummation of the TransactionsClosing Date, each Series G Equipment Note, Series C Equipment Note and Series D Equipment Note shall be issued to the Subordination Agent on behalf of each of the Pass Through Trustees for the Pass Through Trusts created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. Any New Series C Equipment Notes, New Series D Equipment Notes and Second New Series D Equipment Notes issued as contemplated by Section 2.11(b) shall be issued to the Subordination Agent on the closing date of the applicable Refunding. Subject to complying with the conditions set forth in Section 6.02(g) of the Participation Agreement, the Company shall have the option to issue Series E Equipment Notes at or after the Closing Date. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest interest, in the case of the Series G Equipment Notes, at the Debt Rate for each Interest Period for such Series, and, in the case of Series C Equipment Notes and Series D Equipment Notes, at the Debt Rate specified for such Series (in the case of the Series G Equipment Notes, calculated on the basis of a year of 360 days and actual days elapsed during the period for which such amount accrues, and in the case of the Series C --------------- 18 To be inserted in installment Equipment Notes. Equipment Notes and the Series D Equipment Notes, calculated on the basis of a year of 360 days comprised of twelve 30-day months) ), payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding until such principal amount is paid in full, as further provided in the form of Equipment Note set forth in Section 2.01. Interest shall be payable in arrears on April 1, 1998, and on with respect to the first but not the last day of each October 1 and April 1 thereafter until maturityInterest Period for the Series G Equipment Notes. The Original Amount principal amount of each Series G Equipment Note and Series D Equipment Note shall be payable in installments on the dates and Payment Dates set forth in Schedule I to such Equipment Note, each such installment to be in an amount computed by multiplying the installments equal to original principal amount of such Equipment Note by the corresponding percentage of the Original Amount as set forth in Schedule I hereto applicable to such Series, the applicable portion of which shall be attached as Schedule I to such Equipment Note, opposite the Payment Date on which such installment is due. The principal amount of each Series C Equipment NotesNote shall be due in a single payment on September 23, 2007. The principal amount of each New Series C Equipment Note, New Series D Equipment Note and Second New Series D Equipment Note shall be payable as specified in the applicable Indenture Refunding Amendment. Each Series E Equipment Note shall be payable in installments or in a single payment as set forth in an amendment to this Indenture, and if payable in installments, such installments shall be calculated as set forth in the third preceding sentence. Notwithstanding the foregoing, the final payment made under each Series G Equipment Note, Series C Equipment Note and Series D 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (in the case of the Series G Equipment Notes , calculated on the basis of a year of 360 days and actual days elapsed during the period for which such amount accrues, and in the case of the Series C Equipment Notes and the Series D Equipment Notes calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, principal amount and (to the extent permitted by applicable Lawlaw), Break Amount, if any, Prepayment Premium, if any, Make Whole Amount, if any, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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 Day, and in the case of a Series G Equipment Note, such extension of time shall be included in the computation of interest payable, and in the case of the Series C Equipment Notes and the Series D Equipment Notes, 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. The Equipment Notes shall be executed on behalf of the Company by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by the Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue a single series of Additional Series Equipment Notes at any time at or after the “Delivery Period Termination Date” (as defined in the Note Purchase Agreement), subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If Owner so elects to issue the Additional Series Equipment Notes, Additional Series Equipment Notes shall be issued in a single separate series, shall be dated the date of original issuance thereof and shall have such maturity, principal amount and interest rate as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1[__________], 1998, 20[__],11 and on each October 1 [May 10 and April 1 November 10]12 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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._______________

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each series of Equipment Note (other than the Additional Series Equipment Notes) shall be issued to the Subordination Agent on behalf of the applicable Pass Through Trustees Trustee under the related Pass Through Trust AgreementsAgreement. In addition to the foregoing, subject to the terms of Section 9.1(d) of the Intercreditor Agreement, Owner shall have the option to issue or reissue Additional Series Equipment Notes at any time and from time to time at or after the Deposit Period Termination Date (as defined in the Note Purchase Agreement). The Additional Series Equipment Notes may be issued in a single separate series, shall be dated the date of original issuance thereof and shall have such maturity, principal amount and interest rate as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes and/or Additional Series Equipment Notes may be issued in accordance with the terms of this Trust Indenture and Section 9.1(c) and 9.1(d) of the Intercreditor Agreement. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve (12) 30-day months) on the unpaid Original Amount thereof from time to time outstanding, due and payable in arrears on April 1July 15, 19982010, and on each October 1 January 15 and April 1 July 15 of each year thereafter until maturity. The Original Amount of each Equipment Note shall be due and payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-30 day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. [Trust Indenture and Mortgage (NXXXUA)] Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). 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 any Equipment Note becomes due and payable is shall not be a Business Day Day, then such payment shall not be made due on such scheduled date but shall be made due on the next succeeding Business Day Day. Without duplication of amounts paid by the Owner under the Participation Agreement, any other Operative Agreement or any Pass Through Agreement, the Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of all the Series A Equipment Notes and Series B Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement) with respect to all of the Indentures (as defined in the Note Purchase Agreement); (ii) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (i); (iii) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (i); (iv) the amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (i); (v) if any payment default by the Owner shall have occurred and be continuing with respect to interest on any “Series A Equipment Notes” or “Series B Equipment Notes” (each as defined in the Note Purchase Agreement), (x) the excess, if any, of (1) an amount equal to interest on any Unpaid Advance (other than a Special Termination Advance), Applied Downgrade Advance, Applied Non-Extension Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility over (2) the sum of Investment Earnings from any Final Advance plus any amount of interest at the Payment Due Rate actually payable (whether or not in fact paid) by Owner on the overdue scheduled interest on the “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement) in respect of which such payment is Unpaid Advance, Applied Downgrade Advance, Applied Non-Extension Advance or Applied Special Termination Advance was made by the Liquidity Provider multiplied by (y) a fraction the numerator of which shall be the then aggregate overdue amounts of interest on the Series A Equipment Notes and Series B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which shall be the then aggregate overdue amounts of interest on all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement) with respect to all of the Indentures (as defined in the Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (vi) any other amounts owed to the Liquidity Provider by the Subordination Agent as borrower under each Liquidity Facility multiplied by the fraction specified in the foregoing clause (i) other than (A) amounts due as repayment of advances thereunder or as interest on such next succeeding Business Dayadvances, no interest shall accrue on except to the amount of such payment during such extension.[Trust Indenture and Mortgage (NXXXUA)]

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three (a) separate series Series consisting of Series AAA Equipment Notes, Series B A Equipment Notes and Additional Series C Equipment Notes (if issued) (if more than one series of Additional Series Equipment Notes are so issued whether at the same or different times, each such series shall have a 10 To be inserted in installment Equipment Notes. Indenture and in Security Agreement (American Airlines 2017-2 Aircraft EETC) [Reg. No.] different designation such as, for example, “Series B” and “Series C”) and (b) the maturities and original principal amounts and shall bear interest as at the applicable Debt Rates specified in Schedule I heretohereto (as, in the case of any Equipment Notes issued after the Closing Date, such Schedule I may be amended in connection with such issuance). On the date of the consummation of the Transactionsoriginal issuance thereof, each Series AA Equipment Note, Series A Equipment Note and Additional Series Equipment Note (if issued) shall be issued to the Subordination Agent on behalf of each of the Pass Through Trustees for the applicable Pass Through Trust created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. Subject to compliance with the conditions set forth in Section 4(a)(v) of the Note Purchase Agreement, Section 2.02 of the Participation Agreement and Section 8.01(d) of the Intercreditor Agreement, the Company shall have the option to issue Additional Series Equipment Notes at any time and from time to time. In addition, if all of the Series A Equipment Notes or any Series of Additional Equipment Notes (in each case, whether issued on or after the Closing Date) shall have been redeemed pursuant to Section 2.11(b) or repaid in full, the Company shall, subject to compliance with the conditions set forth in Section 4(a)(v) of the Note Purchase Agreement, Section 2.02 of the Participation Agreement and Section 8.01(c) of the Intercreditor Agreement, have the option to issue new Series A Equipment Notes or Additional Series Equipment Notes with the same Series designation as, but with terms that may be the same as or different from those of, the redeemed or repaid Series A Equipment Notes or Additional Series Equipment Notes. Without limitation of the foregoing, new Series A Equipment Notes and, if any Additional Series Equipment Notes shall have been issued hereunder, new Additional Series Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (specified for such Series calculated on the basis of a year of 360 days comprised of twelve 30-day months) , payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding from the most recent Payment Date to which interest has been paid or duly provided for (or, payable if no interest has been so paid or provided for, from the date of issuance of such Equipment Note) until such principal amount is paid in arrears on April 1full, 1998, and on each October 1 and April 1 thereafter until maturityas further provided in the form of Equipment Note set forth in Section 2.01. The Original Amount principal amount of each Series AA Equipment Note, each Series A Equipment Note and each Additional Series Equipment Note (if issued) shall be payable in installments or in a single payment on the dates and Payment Dates set forth in Schedule I to such Equipment Note, each such installment, if any, to be in an amount computed by multiplying the installments equal to original principal amount of such Equipment Note by the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as, in the case of any Equipment Notes issued after the Closing Date, such Indenture and Security Agreement (American Airlines 2017-2 Aircraft EETC) [Reg. No.] Schedule I may be amended in connection with such issuance) applicable to such Series, the applicable portion of which shall be attached as Schedule I to such Equipment Note, opposite the Payment Date on which such installment is due. Each Additional Series Equipment NotesNote, if issued, shall be payable in installments or in a single payment as set forth in an amendment to this Indenture, and if payable in installments, such installments shall be calculated as set forth in the preceding sentence. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of principal amount and (to the Original Amount, extent permitted by applicable law) Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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. The Equipment Notes shall be executed on behalf of the Company by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by the Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to four separate series (or if the Series D is issued, five separate series) consisting of Series AA-1, Series B and A-2, Series B, Series C and, if issued, Series D and in the maturities and principal amounts and shall bear interest as specified in Schedule I heretohereto (or, in the case of the Series D if issued after the Closing Date, as specified in an amendment to this Trust Indenture). If the amount specified in Schedule I hereto for the Series A-2 Equipment Notes shall be zero, all references herein to the Series A-2 Equipment Notes shall be disregarded. On the date of the consummation of the Transactionsthereof, each Equipment Note Series specified in Schedule I hereto shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the applicable Pass Through Trust AgreementsAgreement. Owner shall have the option to issue the Series D Equipment Notes at or after the Closing. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1, 1998, and in semi-annual installments on each October 1 January 2 and April 1 thereafter July 2 until maturitymaturity commencing on the first such date after issuance thereof. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto the applicable portion of which shall be attached as Schedule I to the Equipment Notes (or, in the case of the Series D Equipment Notes if issued after the Closing Date, as set forth in an amendment to this Trust Indenture, which payment schedule shall be attached as Schedule I to the Series D Equipment Notes) and (ii) in the case of the Series A-2 Equipment Notes, shall be paid in full on ___, __. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate a single series consisting of Series A, Series B and Series C G Equipment Notes and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee (or its designee) under the Pass Through Trust AgreementsAgreement as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in semi-annual installments in arrears on April 1_________ 5, 1998____, and on each October 1 February 5 and April 1 August 5 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three (a) five (or if the Series E Equipment Notes are issued, six) separate series consisting of Series AA-1 Equipment Notes, Series A-2 Equipment Notes, Series B and Equipment Notes, Series C Equipment Notes, Series D Equipment Notes and, if issued, Series E Equipment Notes and in (b) the respective maturities and principal amounts specified in Schedule II and shall bear interest at the respective interest rates per annum specified in Schedule II (or, in the case of a Series E Equipment Note issued after the Closing Date, as specified in Schedule I heretoan amendment to this Indenture). On the date of the consummation of the TransactionsClosing Date, each Series A-1 Equipment Note, Series A-2 Equipment Note, Series B Equipment Note, Series C Equipment Note and Series D Equipment Note shall be issued to the Subordination Agent on behalf of each of the Pass Through Trustees for the Pass Through Trusts created under the Pass Through Trust AgreementsAgreements referred to in Schedule III. Subject to complying with the conditions set forth in Section 20(d) of the Participation Agreement, the Owner Trustee shall have the option to issue Series E Equipment Notes at or after the Closing Date. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) ), payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding until such principal amount is paid in full, payable as further provided in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturity. the form of Equipment Note set forth in Exhibit A. The Original Amount principal amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth specified in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment NoteII. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of principal amount and (to the Original Amount, extent permitted by applicable law) Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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. The Equipment Notes shall be executed on behalf of the Owner Trustee by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of the Owner Trustee shall be valid, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by the Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1January 20, 19982000, and on each October 1 January 20 and April 1 July 20 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C-1, Series C-2 and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Applicable Pass Through ---------- Not included in Series A-2 or Series C-2 Equipment Notes. Trustees under the Applicable Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[_____________, 1998199_], and on each October 1 [________] and April 1 [____________] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2 and Series C-2 Equipment Notes, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the such Equipment Notes, (ii) in the case of Series A-2 Equipment Notes, shall be paid in full on [______] and (iii) in the case of the Series C-2 Equipment Notes, shall be paid in full on [______]. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner Trustee agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement (as originally in effect or amended with the consent of the Owner Participant), an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A-1 Equipment Notes, Series A-2 Equipment Notes, Series B Equipment Notes, Series C-1 Equipment Notes and Series C-2 Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all "Series A-1 Equipment Notes", "Series A-2 Equipment Notes", "Series B Equipment Notes", "Series C-1 Equipment Notes" and "Series C-2 Equipment Notes" (each as defined in the Note Purchase Agreement); (ii) (x) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Downgrade Advance multiplied by (y) the fraction specified in the foregoing clause (i); (iii) (x) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, thereof and shall be issued in three separate series consisting of Series A, Series B and Series C and in have the maturities and principal amounts maturity date and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactions, each the initial Equipment Note shall be issued in the initial Original Amount set forth in Schedule I hereto to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the Pass Through Trust AgreementsAgreement. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1July 2, 19982004, and on each October 1 January 2 and April 1 July 2 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C-1, Series C-2 and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees under the Applicable Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Not included in Series A-2 or Series C-2 Equipment Notes. Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[_____________, 199820__], and on each October 1 [________] and April 1 [____________] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2 and Series C-2 Equipment Notes, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the such Equipment Notes, (ii) in the case of Series A-2 Equipment Notes, shall be paid in full on May 1, 2010 and (iii) in the case of the Series C-2 Equipment Notes, shall be paid in full on May 1, 2005. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner Trustee agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement (as originally in effect or amended with the consent of the Owner Participant), an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A-1 Equipment Notes, Series A-2 Equipment Notes, Series B Equipment Notes, Series C-1 Equipment Notes and Series C-2 Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all "Series A-1 Equipment Notes", "Series A-2 Equipment Notes", "Series B Equipment Notes", "Series C-1 Equipment Notes" and "Series C-2 Equipment Notes" (each as defined in the Note Purchase Agreement); (ii) (x) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Downgrade Advance multiplied by (y) the fraction specified in the foregoing clause (i); (iii) (x) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such Non-Extension Advance multiplied by (y) the fraction specified in the foregoing clause (i); and (iv) if any payment default shall have occurred and be continuing with respect to interest on any Series A-1 Equipment Notes, Series A-2 Equipment

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue Additional Series Equipment Notes at any time and from time to time at or after the Issuance Date, subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If Owner so elects to issue Additional Series Equipment Notes, Additional Series Equipment Notes may be issued in no more than two separate series (if more than one series of Additional Series Equipment Notes are so issued, each such series shall have a different designation such as, for example, “Series C” and “Series D”), shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1[__________], 1998, 20[__],6 and on each [April 11 and October 1 and April 1 11]7 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.shall

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereofClosing Date, shall be issued in three up to five separate series consisting of Series AG-1, Series B G-2, Series H, Series I and Series C J and in the maturities and principal amounts and shall bear interest as specified in Schedule I heretohereto (or, in the case of the Series J issued after the Closing Date, dated such date and with such maturity, principal amount and interest rate as specified in an amendment to this Trust Indenture). On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. Owner shall have the option to issue the Series J Equipment Notes at or after the Closing, subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. If Series H Equipment Notes are issued hereunder and subsequently repaid in full, Owner shall thereafter have the option to again issue Series H Equipment Notes on the same or different terms, subject to the terms of the Note Purchase Agreement (including without limitation Section 4(a)(vi) of the Note Purchase Agreement) and Section 9.1(c) of the Intercreditor Agreement. Each Fixed Rate Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Each Floating Rate Equipment Note shall bear interest on the unpaid Original Amount thereof from time to time outstanding from the date thereof until paid in full at the rate per annum for each Interest Period equal to the Debt Rate 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). Accrued interest shall be payable in arrears on April 1May 15, 19982002, and on each October 1 August 15, November 15, February 15 and April 1 May 15 thereafter until maturity. Interest on the Floating Rate Equipment Notes shall be payable with respect to the first but not the last day of each Interest Period. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series G-2, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to such Equipment Notes (or, if issued after the Closing Date, as set forth in an amendment to this Trust Indenture, which payment schedule shall be attached as Schedule I to such Equipment Note) and (ii) in the case of the Series G-2 Equipment Notes, shall be paid in full on February 15, 2012. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Fixed Rate Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Fixed Rate Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Fixed Rate 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.. Each Floating Rate Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days and actual days elapsed during the period for which such amount accrues) on any part of the Original Amount, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Floating Rate Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Floating Rate 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 such extension of time shall be included in the computation of interest payable thereunder. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (a)(i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Primary Liquidity Provider under Section 2.03 of each Primary Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series G-1 Equipment Notes and Series G-2 Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all "Series G-1 Equipment Notes" and "Series G-2 Equipment Notes" (each as defined in the Note Purchase Agreement); (ii) (x) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Primary Liquidity Facility minus Investment Earnings from such Downgrade Advance multiplied by (y) the fraction specified in the foregoing clause (i); (iii) (x) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Primary Liquidity Facility minus Investment Earnings from such Non-Extension Advance multiplied by (y) the fraction specified in the foregoing clause (i); (iv) if any payment default shall have occurred and be continuing with respect to interest on any Series G-1 Equipment Notes or Series G-2 Equipment Notes, (x) the excess, if any, of (1) an amount equal to interest on any Unpaid Advance, Applied Downgrade Advance or Applied Non-Extension Advance payable under Section 3.07 of each Primary Liquidity Facility (or, if the Policy Provider has made a payment equivalent to such an Advance, as would have been payable under Section 3.07 of the Primary Liquidity Facility in respect of the Class G-1 Certificates or the Class G-2 Certificates, as the case may be, had such Advance been made) over (2) the sum of Investment Earnings from any Final Advance plus any amount of interest at the Payment Due Rate actually payable (whether or not in fact paid) by Owner on the overdue scheduled interest on the Equipment Notes in respect of which such Unpaid Advance, Applied Downgrade Advance or Applied Non-Extension Advance was made by the Primary Liquidity Provider (or an equivalent payment made by the Policy Provider) multiplied by (y) a fraction the numerator of which shall be the then aggregate overdue amounts of interest on the Series G-1 Equipment Notes and Series G-2 Equipment Notes (other than

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three four separate series consisting of Series A, Series B B, Series C and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsRefinancing Transaction, (i) each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements set forth in Schedule II to be attached hereto in connection therewith and (ii) the Original Loan Certificates issued under the Original Indenture shall be concurrently prepaid. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1July 2, 19981997, and on each October 1 July 2 and April 1 January 2 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original portion of the Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.the

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three (a) four (or if the Series D Equipment Notes are issued, five) separate series consisting of Series AA-1 Equipment Notes, Series A-2 Equipment Notes, Series B and Equipment Notes, Series C Equipment Notes and, if issued, Series D Equipment Notes and in (b) the maturities and principal amounts and shall bear interest as at the applicable Debt Rates specified in Schedule I hereto(or, in the case of a Series D Equipment Note issued after the Closing Date, as specified in an amendment to this Indenture). On the date of the consummation of the TransactionsClosing Date, each Series A-1 Equipment Note, Series A-2 Equipment Note, Series B Equipment Note and Series C Equipment Note shall be issued to the Subordination Agent on behalf of each of the Pass Through Trustees for the Pass Through Trusts created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. The Company shall have the option to issue Series D Equipment Notes at or after the Closing Date. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) ), payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding until such principal amount is paid in full, payable as further provided in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturitythe form of Equipment Note set forth in Section 2.01. The Original Amount principal amount of each Series A-1 Equipment Note shall be payable in installments on the dates and in the installments equal to the corresponding percentage of the Original Amount as Payment Dates set forth in Schedule I hereto to such Equipment Note, each such installment to be in an amount computed by multiplying the original principal amount of such Equipment Note by the percentage set forth in Schedule I hereto, the applicable portion of which shall be attached as Schedule I to such Equipment Note, opposite the Payment Date on which such installment is due. The principal amount of each Series A-2 Equipment NotesNote and Series B Equipment Note shall be due in a single payment on November 18, 2010. The principal amount of each Series C Equipment Note shall be due in a single payment on November 18, 2005. Each Series D Equipment Note shall be payable in installments or in a single payment as set forth in an amendment to this Indenture, and if payable in installments, such installments shall be calculated as set forth in the second sentence of this paragraph. Notwithstanding the foregoing, the final payment made under each Series A-1 Equipment Note shall be in an amount sufficient to discharge in full ---------- (10) To be inserted on installment Equipment Notes. The Equipment Notes shall be executed on behalf of the unpaid Original Amount Company by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and all accrued and unpaid interest on, and any other amounts due under, delivery of such Equipment NoteNotes or did not hold such offices at the respective dates of such Equipment Notes. Each No Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on be secured by or entitled to any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due benefit under this Indenture or be valid or obligatory for any period during which purposes unless there appears on such Equipment Note a certificate of authentication in the same form provided herein executed by the Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be overdueconclusive evidence, in each case for and the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturityonly evidence, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any that such Equipment Note becomes due has been duly authenticated 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 extensiondelivered hereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C-1, Series C-2 and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I heretohereto (or, in the case of the Series D if issued after the Closing Date, as specified in an amendment to this Trust Indenture). On the date of the consummation of the Transactionsthereof, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. Owner shall have the option to issue the Series D Equipment Notes at or after the Closing. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[____ __, 1998199_], and on each October 1 [______] and April 1 [______] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2 and Series C-2, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to such Equipment Notes (or, in the case of the Series D Equipment Notes if issued after the Closing Date, as set forth in an amendment to this Trust Indenture, which payment schedule shall be attached as Schedule I to the Series D Equipment Notes), (ii) in the case of the Series A-2 Equipment Notes, shall be paid in full on [______] and (iii) in the case of the Series C-2 Equipment Notes, shall be paid in full on [______]. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1_________ 20, 1998____, and on each October 1 February 20 and April 1 August 20 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three (a) five separate series consisting of Series AA-1 Equipment Notes, Series A-2 Equipment Notes, Series B Equipment Notes, Series C Equipment Notes and Series C D Equipment Notes and in (b) the maturities and principal amounts and shall bear interest as at the applicable Debt Rates specified in Schedule I hereto. I. On the date of the consummation of the TransactionsClosing Date, each Series A-1 Equipment Note, Series A-2 Equipment Note, Series B Equipment Note, Series C Equipment Note and Series D Equipment Note shall be issued to the Subordination Agent on behalf of each of the Pass Through Trustees for the Pass Through Trusts created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) ), payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding until such principal amount is paid in full, payable as further provided in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturitythe form of Equipment Note set forth in Section 2.01. The Original Amount principal amount of each Series A-1 Equipment Note shall be payable in installments on the dates and in the installments equal to the corresponding percentage of the Original Amount as Payment Dates set forth in Schedule I hereto to such Equipment Note, each such installment to be in an amount computed by multiplying the original principal amount of such Equipment Note by the percentage set forth in Schedule I hereto, the applicable portion of which shall be attached as Schedule I to such Equipment Note, opposite the Payment Date on which such installment is due. The principal amount of each Series A-2 Equipment NotesNote and Series B Equipment Note shall be due in a single payment on September 18, 2011. The principal amount of each Series C Equipment Note shall be due in a single payment on September 18, 2006. The principal amount of each Series D Equipment Note shall be due in a single payment on September 18, 2006. Notwithstanding the foregoing, the final payment made under each Series A-1 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of principal amount and (to the Original Amount, extent permitted by applicable law) Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be is overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, Series B AA and Series C A and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue one or more separate series of Additional Series Equipment Notes at any time and from time to time at or after the Issuance Date, subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If more than one series of Additional Series Equipment Notes are so issued, each such series shall have a different designation such as, for example, “Series B” and “Series C”, shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series A Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1[ ], 199820[ ]6, and on each October 1 [February 25 and April 1 August 25]7 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto for the applicable Series (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1_________ 20, 1998____, and on each October 1 January 20 and April 1 July 20 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B B, and Series C C, and in shall have the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Pass Pass-Through Trustees under the Pass Pass-Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations original principal amounts of at least $1,000 100,000 and integral multiples thereofof $1,000, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Owner agrees to pay to Mortgagee, for distribution in accordance with (S) 3.04 hereof: (1) to the extent not payable (whether or not in fact paid) under (S) 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to Liquidity Provider under (S) 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then-outstanding aggregate principal amount of the Equipment Notes and the denominator of which shall be the then outstanding aggregate principal amount of all "Equipment Notes" (as defined in the Note shall bear Purchase Agreement); (2) (aa) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under (S) 3.07 of each Liquidity Facility, multiplied by (bb) the fraction specified in the foregoing clause (1); (3) (aa) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under (S) 3.07 of each Liquidity Facility, multiplied by (bb) the fraction specified in the foregoing clause (1); (4) if any payment default exists with respect to interest on Equipment Notes, (aa) an amount equal to interest on any Unpaid Advance, Applied Downgrade Advance or Applied Non-Extension Advance payable under (S) 3.07 of each Liquidity Facility, plus any amount of interest at the Debt Past-Due Rate actually payable (calculated whether or not in fact paid) by Owner on the basis of a year of 360 days comprised of twelve 30-day months) overdue scheduled interest on the unpaid Original Amount thereof from time to time outstandingEquipment Notes in respect of which such Unpaid Advance, payable in arrears on April 1Applied Downgrade Advance, 1998or Applied Non-Extension Advance was made, and on each October 1 and April 1 thereafter until maturity. The Original Amount multiplied by (bb) a fraction the numerator of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.shall

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in (a) three separate series consisting of Series AG Equipment Notes, Series B C Equipment Notes and Series C D Equipment Notes and in (b) the maturities and principal amounts and shall bear interest as at the applicable Debt Rates specified in Schedule I hereto. I. On the date of the consummation of the TransactionsClosing Date, each Series G Equipment Note, Series C Equipment Note and Series D Equipment Note shall be issued to the Subordination Agent on behalf of each of Pass Through Trustees for the Pass Through Trustees Trusts created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest for each Interest Period at the Debt Rate specified for such Interest Period for the applicable Series (calculated on the basis of a year of 360 days comprised of twelve 30-day months) and actual days elapsed during the period for which such amount accrues), payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding until such principal amount is paid in full, payable as further provided in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturitythe form of Equipment Note set forth in Section 2.01. The Original Amount principal amount of each Series G Equipment Note and each Series D Equipment Note shall be payable in installments on the dates Payment Dates and in the installments equal to the corresponding percentage of the Original Amount as principal amount set forth in Schedule I hereto applicable to such Series, which shall be attached as Schedule I to the such Equipment NotesNote. The principal amount of each Series C Equipment Note shall be due in a single payment on January 25, 2008. Notwithstanding the foregoing, the final payment made under each Series G Equipment Note and each Series D 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day monthsand actual days elapsed during the period for which such amount accrues) on any part of the Original Amount, Make-Whole Amount, if any, and, principal amount and (to the extent permitted by applicable Law, law) interest and any other amounts payable thereunder not paid when due for any period during which the same shall be is overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due ------------------------ 8 To be inserted on installment Equipment Notes. (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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 such payment is made on such next succeeding Business Dayscheduled date, no and such extension of time shall be included in the computation of interest payable. The Equipment Notes shall accrue be executed on behalf of Company by the amount manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of Company shall bind Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such payment during Equipment Notes or did not hold such extensionoffices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionsthereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1_____ __, 1998199_, and on each October _____ April 1 and April October 1 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, Series B AA and Series C A and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue one or more separate series of Additional Series Equipment Notes at any time and from time to time at or after the Issuance Date, subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If more than one series of Additional Series Equipment Notes are so issued, each such series shall have a different designation such as, for example, “Series B” and “Series C”, shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series A Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1[ ], 199820[__]6, and on each [April 7 and October 1 and April 1 7]7 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto for the applicable Series (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Applicable Pass Through ---------- Not included in Series A-2 Equipment Notes. Trustees under the Applicable Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[_____________, 199820___], and on each October 1 [_______] and April 1 [_______] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2 Equipment Notes, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the such Equipment Notes, and (ii) in the case of Series A-2 Equipment Notes, shall be payable in full on [__________]. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner Trustee agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) any and all indemnity amounts which are payable by the Lessee to (x) WTC and the Mortgagee, (y) each separate or additional Trustee appointed pursuant to the Trust Indenture and (z) the Pass Through Indemnitees pursuant to Section 9 of the Participation Agreement; (ii) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement (as originally in effect or amended with the consent of the Owner Participant), an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1________ __, 1998____, and on each October 1 ______ __ and April 1 ______ __ thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-30- day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionsthereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees Trustee under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate for the applicable Series of such Equipment Note (calculated on the basis of a year of 360 days comprised of twelve 30-30- day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1_____ __, 1998____, and on each January 15, April 15, July 15 and October 1 and April 1 15 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). 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 any Equipment Note becomes due and payable is shall not be a Business Day 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 with the same effect as if such payment is made on such next succeeding Business Day, no interest shall accrue paid on the originally scheduled due date. The interest rate borne by the Equipment Notes shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof all Expenses, Transaction Expenses, and all other amounts, liabilities, indemnities, and obligations (including any Make-Whole Amount) that Owner assumes or becomes obligated to pay or agrees to pay under any Operative Agreement to or on behalf of Mortgagee or any other Person including indemnity payments under Section 7 of the Participation Agreement, but excluding any amount as to which Owner is obligated to pay a pro rata share pursuant to clause (5) of this definition, (2)(a) to the extent not payable (whether or not in fact paid) under Section 6(a) or Section 6(b), as applicable, of the Note Purchase Agreement (as originally in effect or amended with Mortgagee's consent), the fees payable to (x) Liquidity Provider under Section 2.3 of each Liquidity Facility, multiplied by a fraction the numerator of which is the then-outstanding aggregate principal amount of such payment during such extension.all the series of Equipment Notes, and the denominator of which is the then-outstanding aggregate principal amount of all "Series G Equipment Notes" and "Series C Equipment Notes" (each as defined in

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactions, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1December 24, 19981997, and on each October 1 March 24, June 24, September 24 and April 1 December 24 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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. The Equipment Notes shall be executed on behalf of the Owner Trustee by its President or one of its Vice Presidents, Assistant Vice Presidents or Assistant Secretaries or other authorized officer. Equipment Notes bearing the signatures of individuals who were at any time the proper officers of the Owner Trustee shall bind the Owner Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. The Owner Trustee may from time to time execute and deliver Equipment Notes with respect to the Aircraft to the Mortgagee for authentication upon original issue and such Equipment Notes shall thereupon be authenticated and delivered by the Mortgagee upon the written request of the Owner Trustee signed by a Vice President or Assistant Vice President or other authorized officer of the Owner Trustee; PROVIDED, HOWEVER, that each such request shall specify the aggregate Original Amount of all Equipment Notes to be authenticated hereunder on original issue with respect to the Aircraft. No Equipment Note shall be secured by or entitled to any benefit under this Trust Indenture or be valid or obligatory for any purposes, unless there appears on such Equipment Note a certificate of authentication in the form provided for herein executed by the Mortgagee by the manual signature of one of its authorized officers and such certificate upon any Equipment Notes be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to six separate series consisting of Series AA-1, Series B A-2, Series B, Series C and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I heretohereto (or, in the case of the Series D if issued after the Closing Date, as specified in an amendment to this Trust Indenture). On the date of the consummation of the Transactionsthereof, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. Owner shall have the option to issue the Series D Equipment Notes at or after the Closing. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[____ __, 199820__], and on each October 1 [______] and April 1 [______] thereafter until maturity. The Original Amount of each Equipment Note (i) in the case of Equipment Notes other than Series A-2, shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to such Equipment Notes (or, in the case of the Series D Equipment Notes if issued after the Closing Date, as set forth in an amendment to this Trust Indenture, which payment schedule shall be attached as Schedule I to the Series D Equipment Notes) and (ii) in the case of the Series A-2 Equipment Notes, shall be paid in full on [_________]. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.. The Owner agrees to pay to the Mortgagee for distribution in accordance with Section 3.04 hereof: (i) to the extent not payable (whether or not in fact paid) under Section 6(a) of the Note Purchase Agreement, an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate principal amount of the Series A-1 Equipment Notes, Series A-2 Equipment Notes, Series B Equipment Notes and Series C Equipment Notes and the denominator of which shall be the then

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three (a) four separate series consisting of Series AG-1 Equipment Notes, Series B G-2 Equipment Notes, Series C Equipment Notes and Series C D Equipment Notes and in (b) the maturities and principal amounts and shall bear interest as at the applicable Debt Rates specified in Schedule I hereto. I. On the date of the consummation of the TransactionsClosing Date, each Series G-1 Equipment Note, Series G-2 Equipment Note, Series C Equipment Note and Series D Equipment Note shall be issued to the Subordination Agent on behalf of each of Pass Through Trustees for the Pass Through Trustees Trusts created under the Pass Through Trust AgreementsAgreements referred to in Schedule II. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) ), payable in arrears on each Payment Date on the unpaid Original Amount principal amount thereof from time to time outstandingoutstanding until such principal amount is paid in full, payable as further provided in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturitythe form of Equipment Note set forth in Section 2.01. The Original Amount principal amount of each Series G-1 Equipment Note and each Series C Equipment Note shall be payable in installments on the dates Payment Dates and in the installments equal to the corresponding percentage of the Original Amount as principal amount set forth in Schedule I hereto applicable to such Series, which shall be attached as Schedule I to the such Equipment NotesNote. The principal amount of each Series G-2 Equipment Note shall be due in a single payment on July 2, 2012. The principal amount of each Series D Equipment Note shall be due in a single payment on July 2, 2007. Notwithstanding the foregoing, the final payment made under each Series G-1 Equipment Note and each Series C 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, such Equipment Note. Each Equipment Note shall bear interest interest, payable on demand, at the Payment Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of principal amount and (to the Original Amount, extent permitted by applicable law) Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be is overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any 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. ----------------- 10 To be inserted on installment Equipment Notes. The Equipment Notes shall be executed on behalf of Company by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at the time of execution the proper officers of Company shall bind Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder.

Issuance and Terms of Equipment Notes. The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the date of issuance thereofClosing Date, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsClosing Date, each Equipment Note Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees Trustee under the Applicable Pass Through Trust AgreementsAgreement. In addition to the foregoing, Owner shall have the option to issue Additional Series Equipment Notes at any time and from time to time at or after the Issuance Date, subject to the terms of Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. If Owner so elects to issue Additional Series Equipment Notes, Additional Series Equipment Notes may be issued in no more than two separate series (if more than one series of Additional Series Equipment Notes are so issued, each such series shall have a different designation such as, for example, “Series C” and “Series D”), shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Trust Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 2.11(b). Each Equipment Note shall bear interest at the applicable Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, . Accrued interest shall be payable in arrears on April 1[__________], 1998, 20[__],6 and on each October 1 [February 15 and April 1 August 15]7 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto (as amended, in the case of any Additional Series, at the time of original issuance of such Additional Series) which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest 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 part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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._______________________

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C Equipment Notes and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactionshereof, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements as set forth in Schedule II hereto in connection therewith. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in semi-annual installments in arrears on April 1, 1998, [-] and on each October March 1 and April September 1 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, and to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three up to four separate series consisting of Series A, Series B B, Series C and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsTransaction, each Equipment Note shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustees under the Applicable Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1[_____________, 1998199_], and on each October 1 [________] and April 1 [____________] thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the such Equipment Notes. Notwithstanding the foregoing, the final payment made under each 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, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three four separate series consisting of Series A, Series B B, Series C and Series C D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the TransactionsRefinancing Transaction, (i) each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees (or their designee) under the Pass Through Trust AgreementsAgreements set forth in Schedule II to be attached hereto in connection therewith and (ii) the Original Loan Certificates issued under the Original Indenture shall be concurrently prepaid. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Principal Amount thereof from time to time outstanding, payable in arrears on April 1July 2, 19981997, and on each October 1 July 2 and April 1 January 2 thereafter until maturity. The Original Principal Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original portion of the Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Payment Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Principal Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Lawlaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be 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). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any 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.period