Amendment No. 1 to Note Purchase Agreement

Exhibit 4.19

EXECUTION VERSION

Amendment No. 1

Amendment No. 1, dated as of September 13, 2019 (this “Amendment”), among (i) United Airlines, Inc., a Delaware corporation (the “Company”), (ii) Wilmington Trust, National Association, a national banking association, not in its individual capacity, except as expressly provided herein, but solely as Class AA Pass Through Trustee, Class A Pass Through Trustee and Class B Pass Through Trustee, (iii) Wilmington Trust, National Association, a national banking association, as Subordination Agent, (iv) U.S. Bank National Association, a national banking association, as Escrow Agent and as Class B Escrow Agent, and (v) Wilmington Trust, National Association, a national banking association, as Paying Agent and as Class B Paying Agent, to Note Purchase Agreement, dated as of September 13, 2019 (as amended by this Amendment, the “Note Purchase Agreement”) among (i) the Company, (ii) the Class AA Pass Through Trustee and the Class A Pass Through Trustee, (iii) the Subordination Agent, (iv) the Escrow Agent and (v) the Paying Agent. Certain terms used herein above and below are defined as provided in Section 1 below.

W I T N E S S E T H :

WHEREAS, the Company has entered into the Underwriting Agreement, dated September 3, 2019, with the Underwriters, which provides that the Company will cause the Class AA Pass Through Trustee to issue and sell the Class AA Certificates, and the Class A Pass Through Trustee to issue and sell the Class A Certificates, to the Underwriters on the Issuance Date;

WHEREAS, the proceeds from the sale of the Class AA Certificates and the Class A Certificates will be used by the Class AA Pass Through Trustee and the Class A Pass Through Trustee, respectively, to purchase Series AA Equipment Notes and Series A Equipment Notes, respectively, issued by the Company and secured by the Aircraft to finance the acquisition by the Company of the Aircraft;

WHEREAS, the agreements relating to the Class AA Certificates and the Class A Certificates permit the Company to issue Series B Equipment Notes secured by the Aircraft but subordinated to the Series AA Equipment Notes and the Series A Equipment Notes, subject to the terms and conditions of such agreements, and the Company now wishes to issue and sell such Series B Equipment Notes;

WHEREAS, pursuant to the Basic Pass Through Trust Agreement as supplemented by the Trust Supplement No. 2019-2B-O (the “Class B Pass Through Trust Agreement”), between the Company and WTNA, as pass through trustee (the “Class B Pass Through Trustee”), a grantor trust (the “Class B Pass Through Trust”) has been created to facilitate the transactions contemplated hereby, including, without limitation, the issuance and sale by the Class B Pass Through Trustee of the Class B pass through certificates (the “Class B Certificates”);

WHEREAS, the Company has entered into the Underwriting Agreement, dated September 3, 2019 (the “Class B Underwriting Agreement”) with the Underwriters named therein (the “Class B Underwriters”), which provides that the Company will cause the Class B Pass Through Trustee to issue and sell the Class B Certificates to the Class B Underwriters on the Issuance Date;

WHEREAS, concurrently with the execution and delivery of this Amendment, (i) the Class B Escrow Agent and the Depositary have entered into a Deposit Agreement, dated as of the Issuance Date, relating to the Class B Pass Through Trust ( the “Class B Deposit Agreement”) whereby the Class B Escrow Agent agreed to direct the Class B Underwriters to make certain deposits referred to therein on the Issuance Date (the “Class B Initial Deposits”) and to permit the Class B Pass Through Trustee to make additional deposits from time to time thereafter (the Class B Initial Deposits together with such additional deposits are collectively referred to as the “Class B Deposits”), and (ii) the Class B Pass Through Trustee, the Class B Underwriters, the Class B Paying Agent and the Class B Escrow Agent have entered into an Escrow and Paying Agent Agreement, dated as of the Issuance Date, relating to the Class B Pass Through Trust (the “Class B Escrow and Paying Agent Agreement”), whereby, among other things, (a) the Class B Underwriters agreed to deliver an amount equal to the amount of the Class B Initial Deposits to the Depositary on behalf of the Class B Escrow Agent and (b) the Class B Escrow Agent, upon the Depositary receiving such amount, agreed to deliver escrow receipts to be affixed to each Class B Certificate;

WHEREAS, concurrently with the execution and delivery of this Amendment, (i) the Liquidity Provider has entered into a revolving credit agreement, for the benefit of the holders of the Class B Certificates, with the Subordination Agent, as agent for the Class B Pass Through Trustee on behalf of the Class B Pass Through Trust (the “Class B Liquidity Facility”) and (ii) in connection with the issuance of the Class AA Certificates, the Class A Certificates and the Class B Certificates, the Subordination Agent, the Class AA Pass Through Trustee, the Class A Pass Through Trustee, the Class B Pass Through Trustee, the Liquidity Provider with respect to the Class AA Certificates, the Liquidity Provider with respect to the Class A Certificates and the Liquidity Provider with respect to the Class B Certificates entered into an Intercreditor Agreement, dated as of September 13, 2019 (the “Intercreditor Agreement”); and

WHEREAS, this Amendment is being entered into to provide, among other things, that upon the financing of each Aircraft pursuant to the Note Purchase Agreement, the Class B Pass Through Trustee will fund its purchase of Series B Equipment Notes with the proceeds of one or more Class B Deposits withdrawn by the Class B Escrow Agent under the related Class B Deposit Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. Unless otherwise defined or provided herein, terms used herein that are defined in the Note Purchase Agreement, as amended by this Amendment, have such respective defined meanings.

Section 2. Amendments. The Note Purchase Agreement is hereby amended as follows:

Section 2.1 Financing of Aircraft

(a) Section 1(b) is amended by (i) inserting in clause (ii) after “instruct each Pass Through Trustee” the following: “and the Class B Pass Through Trustee”, (ii) by inserting in clause (iii) after “instruct the relevant Escrow Agent” the following: “and instruct the Class B Pass Through Trustee to instruct the Class B Escrow Agent”, and (iii) by inserting in clause (iii) after “such Pass Through Trustee” the following: “or Class B Pass Through Trustee”.

(b) Section 1(c) is amended by deleting “Pass Through Trustee” in the last sentence and substituting in lieu thereof “each Applicable Pass Through Trustee”.

(c) Section 1(e) is amended by (i) inserting in the second sentence after “to fund its purchase of the related Equipment Notes” the following: “and the Class B Escrow Agent shall be entitled to withdraw one or more Class B Deposits under the Class B Deposit Agreement to enable the Class B Pass Through Trustee to fund its purchase of the related Equipment Notes” and (ii) inserting in the last sentence after “Section 5.01 of each of the Trust Supplements” the following: “relating to the Pass Through Trust Agreements and Section 5.01 of the Class B Trust Supplement”.

(d) Section 1(h) is amended by deleting “the Pass Through Trustees” and substituting in lieu thereof the following: “the Applicable Pass Through Trustees”.

(e) Section 1(i) is amended by (i) inserting “(x)” before “to the Class AA or Class A Pass Through Trustee” and (ii) inserting after “related Deposit Agreement” the following: “or (y) to the Class B Pass Through Trustee in an aggregate principal amount in excess of the amount of the Class B Deposits then available for withdrawal by the Class B Escrow Agent under and in accordance with the provisions of the Class B Deposit Agreement”.

Section 2.2 Conditions Precedent

(a) Section 2(b) is amended (A) by inserting “Applicable” before “Pass Through Trustee” and (B) by inserting in clause (ii) after “the Certificateholders” the following: “, the registered holders of the Class B Certificates”.

(b) Section 2 is amended by inserting in the last paragraph thereof after “each Pass Through Trustee” the following: “and the Class B Pass Through Trustee”.

Section 2.3 Covenants

(a) Section 4(a), clause (v), is amended by (i) inserting after “the Pass Through Trustee’s” the following: “and the Class B Pass Through Trustee’s”, (ii) inserting

before the closing parenthetical in “(as defined in each Pass Through Trust Agreement)” in the two instances in which it appears the following in such two instances: “and in the Class B Pass Through Trust Agreement”, and (iii) inserting after “Section 7.01 of each of the Trust Supplements” the following: “relating to the Pass Through Trust Agreements and Section 7.01 of the Class B Trust Supplement”.

(b) Section 4(a), clause (vi), is amended by (i) inserting in the first and last sentences after “Series A Equipment Notes” the following: “or Series B Equipment Notes”, (ii) inserting in subclause (1) after “Class of Certificates” in the two instances in which it appears the following in such two instances: “or for the Class B Certificates”, and (iii) inserting in subclause (2) after “Class of Certificates” the following: “or of the Class B Certificates”.

(c) Section 4(a), clause (vii), is amended by inserting in subclause (A) after “Class of Certificates” the following: “or for the Class B Certificates”.

(d) Section 4(a), clause (vii), is amended by (i) inserting in subclause (C)(z) after “Class A Certificates with the Escrow Agent” the following: “and for the Class B Certificates with the Class B Escrow Agent” and (ii) deleting in subclause (C)(z) “(including without limitation as to the interest to be paid on the Deposits) as the Deposit Agreements” and substituting in lieu thereof the following: “(including without limitation as to the interest to be paid on the Deposits and the Class B Deposits) as the Deposit Agreements and the Class B Deposit Agreement”.

(e) Section 4(a), clause (vii), is amended by (i) inserting in the first paragraph of subclause (D) after “each of the Class AA and Class A Certificates with the Escrow Agent” the following: “and for the Class B Certificates with the Class B Escrow Agent”, (ii) inserting in the first paragraph of subclause (D) after “(and, upon request of the Company the Escrow Agent”

the following: “and Class B Escrow Agent”, (iii) deleting in the first paragraph of subclause (D) “agrees” and substituting in lieu thereof the following: “agree”, (iv) inserting in the first paragraph in subclause (D) after “delivery of the Deposit Agreement” the following: “and Class B Deposit Agreement”, (v) inserting in the second paragraph of subclause (D) “(i)” before “shall instruct the Class AA Pass Through Trustee”, (vi) inserting in the second paragraph of subclause (D) after “(as defined in the Escrow and Paying Agent Agreements” the following: “and (ii) shall instruct the Class B Pass Through Trustee, and the Class B Pass Through Trustee agrees, to execute and deliver to the Class B Escrow Agent a duly completed Withdrawal Certificate (as defined in the Class B Escrow and Paying Agent Agreement) together with a Notice of Replacement Withdrawal (as defined in the Class B Escrow and Paying Agent Agreement)”, (vii) inserting in the third paragraph of subclause (D) after “the Escrow and Paying Agent Agreements” the following: “, the Class B Escrow and Paying Agent Agreement”, (viii) inserting in the third paragraph of subclause (D) after “the Deposit Agreements” the following: “and Class B Deposit Agreement”, (ix) inserting in the fourth paragraph of subclause (D) after “deemed to be the Deposit Agreements” the following: “and Class B Deposit Agreement, as the case may be,”, and (x) inserting in the fourth paragraph of subclause (D) after “under its Deposit Agreements” the following: “and Class B Deposit Agreement”.

Section 2.4 Expenses

(a) Section 6(a) and (b) are amended by deleting all references to the “Liquidity Facility” and substituting in lieu thereof the following: “Series Liquidity Facility”.

(b) Section 6(a) is amended by (i) inserting after “Class AA and Class A Pass Through Trusts” in the two instances where it appears the following in such two instances: “and the Class B Deposits under the Class B Deposit Agreement pertaining to the Class B Pass

Through Trust” and (ii) deleting “Series AA Equipment Notes and Series A Equipment Notes” and substituting in lieu thereof the following: “Series AA Equipment Notes, Series A Equipment Notes and Series B Equipment Notes”.

(c) Section 6(b) is amended by (i) inserting in subclause (ii) after “the Pass Through Trust Agreements” the following: “and the Class B Pass Through Trust Agreement” and (ii) inserting in subclause (iv) after “Escrow Agent and/or the Paying Agent” the following: “and/or the Class B Escrow Agent and/or Class B Paying Agent”.

Section 2.5 Miscellaneous

(a) Section 8(a) is amended by deleting “of the Company, the Subordination Agent, the Escrow Agent, the Paying Agent and the Pass Through Trustee, and the Company’s, the Subordination Agent’s, the Escrow Agent’s, the Paying Agent’s and the Pass Through Trustee’s” and substituting in lieu thereof the following: “of the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, the Pass Through Trustee, the Class B Pass Through Trustee, the Class B Escrow Agent and the Class B Paying Agent, and the Company’s, the Subordination Agent’s, the Escrow Agent’s, the Paying Agent’s, the Pass Through Trustee’s, the Class B Pass Through Trustee’s, the Class B Escrow Agent’s and the Class B Paying Agent’s”.

(b) Section 8(b) is amended by inserting in the last sentence thereof after “as Paying Agent under the Escrow and Paying Agent Agreement” the following: “, the Class B Pass Through Trustee and its successors as Class B Pass Through Trustee (and any additional Trustee appointed) under the Class B Pass Through Trust Agreement, the Class B Escrow Agent and its successors as Class B Escrow Agent under the Class B Escrow and Paying Agent Agreement, the Class B Paying Agent and its successors as Class B Paying Agent under the Class B Escrow and Paying Agent Agreement,”.

Section 2.6 Annex A - Definitions

(a) The definition of “Additional Series Equipment Notes” is amended by deleting “‘Series AA’ or ‘Series A’” and inserting in lieu thereof the following: “‘Series AA’, ‘Series A’ or ‘Series B’”.

(b) The definition of “Intercreditor Agreement” is amended and restated as follows: “‘Intercreditor Agreement’ has the meaning set forth in the seventh recital to the Amendment.”.

(c) The definition of “Note Purchase Agreement” is amended by inserting after “attached” the following: “, as amended by the Amendment”.

(d) The definition of “Notice of Purchase Withdrawal” is amended by inserting after “each Deposit Agreement” the following: “and the Class B Deposit Agreement”.

(e) The definition of “Operative Agreements” is amended by inserting after “the Liquidity Facilities,” the following: “the Class B Pass Through Trust Agreement, the Class B Escrow and Paying Agent Agreement, the Class B Deposit Agreement, the Class B Liquidity Facility, the Class B Certificates,”.

(f) The definition of “Rating Agencies” is amended by inserting after “the Certificates” in the two instances where it appears the following in such two instances: “and Class B Certificates”.

(g) The definition of “Rating Agency Confirmation” is amended by inserting after “Class of Certificates” in the three instances where it appears the following in such three instances: “or for the Class B Certificates”.

(h) The definition of “Replacement Deposit Agreement” is amended and restated as follows: “‘Replacement Deposit Agreement’ means, for each Class of Certificates and the Class B Certificates, a deposit agreement substantially in the form of the replaced Deposit Agreement for such Class of Certificates or the replaced Class B Deposit Agreement for the Class B Certificates, as the case may be, as shall permit each Rating Agency to confirm in writing that the replacement of the Depositary will not cause a withdrawal, suspension or downgrading of the rating then in effect for such Class of Certificates and the Class B Certificates by such Rating Agency (without regard to any withdrawal, suspension or downgrading of the Depositary being replaced).”.

(i) The following new definitions shall be inserted in Annex A in appropriate alphabetical order:

“Amendment” means Amendment No. 1 to Note Purchase Agreement, dated as of the Issuance Date.

“Class B Certificates” has the meaning set forth in the fourth recital to the Amendment.

“Class B Deposit Agreement” has the meaning provided in the sixth recital to the Amendment.

“Class B Deposits” has the meaning set forth in the sixth recital to the Amendment.

“Class B Escrow Agent” means the “Escrow Agent” as defined in the Class B Escrow and Paying Agent Agreement.

“Class B Escrow and Paying Agent Agreement” has the meaning provided in the sixth recital to the Amendment.

“Class B Paying Agent” means the “Paying Agent” as defined in the Class B Escrow and Paying Agent Agreement.

“Class B Liquidity Facility” has the meaning set forth in the seventh recital to the Amendment.

“Class B Pass Through Trust” has the meaning set forth in the fourth recital to the Amendment.

“Class B Pass Through Trust Agreement” has the meaning set forth in the fourth recital to the Amendment.

“Class B Pass Through Trustee” has the meaning set forth in the fourth recital to the Amendment.

“Class B Trust Supplement” means the Trust Supplement relating to the Class B Pass Through Trust Agreement.

“Series B Equipment Notes” means the “Series B Equipment Notes” as defined in each Indenture entered into pursuant to the Note Purchase Agreement.

“Series Liquidity Facilities” means the Liquidity Facilities and the Class B Liquidity Facility.

Section 2.7 Schedule III – Required Terms. Schedule III to the Note Purchase Agreement is amended and restated in the form of Schedule III to this Amendment.

Section 2.8 Exhibit A – Form of Closing Notice. Exhibit A to the Note Purchase Agreement is amended and restated in the form of Exhibit A to this Amendment.

Section 2.9 Exhibit B – Form of Participation Agreement

(a) The last paragraph of Section 2.1 is amended to insert (i) in the first sentence after “Series A Equipment Notes” the following: “or Series B Equipment Notes”, and (ii) in the second sentence after “Series A” the following: “, Series B”.

(b) The signature page is amended to insert the following signature block after the signature block for the Pass Through Trustee under Pass Through Trust Agreement for the United Airlines Pass Through Trust, 2019-2A-O:

WILMINGTON TRUST, NATIONAL

ASSOCIATION,

not in its individual capacity,

except as expressly provided

herein, but solely as Pass

Through Trustee under the Pass

Through Trust Agreement for the

United Airlines Pass Through

Trust, 2019-2B-O

Wilmington Trust, National Association, as Pass Through Trustee for the 2019-2B Pass Through Trust

Wilmington Trust, National Association

Xxxxxxxxxx, Xxxxxxxx 00000-0000

Account No.: 137236-000

ABA#: 031-100092

Attention: Corporate Trust Administration

Reference: United [ ]

Wilmington Trust, National Association

0000 Xxxxx Xxxxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxx 00000-0000

Attention: Corporate Trust Administration

Facsimile: (000) 000-0000

(d) Schedule 2 is amended by inserting after the last row thereof the following:


2019-2B		Series B		[ ]

Section 2.10 Exhibit C – Form of Indenture. Exhibit C to the Note Purchase Agreement is amended and restated in the form of Exhibit C to this Amendment.

Section 3. Representations and Warranties. (a) The Company represents and warrants that:

(i) the Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is a “citizen of the United States” as defined in Section 40102(a)(15) of the Act, and has the full corporate power, authority and legal right under the laws of the State of Delaware to execute and deliver this Amendment and each Financing Agreement to which it will be a party and to carry out the obligations of the Company under the Note Purchase Agreement and each Financing Agreement to which it will be a party;

(ii) the execution and delivery by the Company of this Amendment and the performance by the Company of its obligations under the Note Purchase Agreement have been duly authorized by the Company and will not violate its Certificate of Incorporation or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

(iii) the Note Purchase Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

(b) WTNA represents and warrants that:

(i) WTNA is a national banking association duly incorporated, validly existing and in good standing under the laws of the United States and is a “citizen of the United States” as defined in Section 40102(a)(15) of the Act, and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located pertaining to its banking, trust and fiduciary powers to execute and deliver this Amendment and each Financing Agreement to which it will be a party and to carry out the obligations of WTNA, in its capacity as Subordination Agent, Pass Through Trustee, Paying Agent, Class B Pass Through Trustee or Class B Paying Agent, as the case may be, under the Note Purchase Agreement and each Financing Agreement to which it will be a party;

(ii) the execution and delivery by WTNA, in its capacity as Subordination Agent, Pass Through Trustee, Paying Agent, Class B Pass Through Trustee or Class B Paying Agent, as the case may be, of this Amendment and the performance by WTNA, in its capacity as Subordination Agent, Pass Through Trustee, Paying Agent, Class B Pass Through Trustee or Class B Paying Agent, as the case may be, of its obligations under the Note Purchase Agreement have been duly authorized by WTNA, in its capacity as Subordination Agent, Pass Through Trustee, Paying Agent, Class B Pass Through Trustee or Class B Paying Agent, as the case may be, and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

(iii) the Note Purchase Agreement constitutes the legal, valid and binding obligations of WTNA, in its capacity as Subordination Agent, Pass Through Trustee, Paying

Agent, Class B Pass Through Trustee or Class B Paying Agent, as the case may be, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

(c) The Pass Through Trustee hereby confirms to each of the other parties hereto that its representations and warranties set forth in Section 7.15 of the Basic Pass Through Trust Agreement and Section 5.04 of each Trust Supplement relating to the Pass Through Trust Agreements are true and correct as of the date hereof, and the Class B Pass Through Trustee hereby confirms to each of the other parties hereto that its representations and warranties set forth in Section 7.15 of the Basic Pass Through Trust Agreement and Section 5.04 of the Class B Trust Supplement are true and correct as of the Issuance Date.

(d) The Subordination Agent represents and warrants that:

(i) the Subordination Agent is a national banking association duly incorporated, validly existing and in good standing under the laws of the United States, and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located pertaining to its banking, trust and fiduciary powers to execute and deliver this Amendment and each Financing Agreement to which it is or will be a party and to perform its obligations under the Note Purchase Agreement and each Financing Agreement to which it is or will be a party;

(ii) this Amendment has been duly authorized, executed and delivered by the Subordination Agent; the Note Purchase Agreement constitutes the legal, valid and binding obligations of the Subordination Agent enforceable against it in accordance with its terms, except

as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity;

(iii) none of the execution, delivery and performance by the Subordination Agent of this Amendment or the performance by the Subordination Agent of the Note Purchase Agreement contravenes any law, rule or regulation of the state of the United States in which it is located or any United States governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene the Subordination Agent’s articles of association or by-laws or result in any breach of, or constitute a default under, any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;

(iv) neither the execution and delivery by the Subordination Agent of this Amendment nor the consummation by the Subordination Agent of any of the transactions contemplated by the Note Purchase Agreement requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency of the state of the United States in which it is located or any federal governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers;

(v) there are no Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Amendment or the performance by the Subordination Agent of the Note Purchase Agreement (other than franchise or other taxes based on or measured by any fees or

compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement or any of the Series Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement or any of the Series Liquidity Facilities); and

(vi) there are no pending or threatened actions or proceedings against the Subordination Agent before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Subordination Agent to perform its obligations under the Note Purchase Agreement.

(e) The Escrow Agent represents and warrants that:

(i) the Escrow Agent is a national banking association duly incorporated, validly existing and in good standing under the laws of the United States and has the full corporate power, authority and legal right under the laws of the United States and the state of the United States in which it is located pertaining to its banking, trust and fiduciary powers to execute and deliver this Amendment and to carry out the obligations of the Escrow Agent under the Note Purchase Agreement;

(ii) the execution and delivery by the Escrow Agent of the Amendment and the performance by the Escrow Agent of its obligations under the Note Purchase Agreement have been duly authorized by the Escrow Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

(iii) the Note Purchase Agreement constitutes the legal, valid and binding obligations of the Escrow Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

(f) The Paying Agent represents and warrants that:

(i) the Paying Agent is a national banking association duly incorporated, validly existing and in good standing under the laws of the United States of America and has the full corporate power, authority and legal right under the laws of the United States and the state of the United States in which it is located pertaining to its banking, trust and fiduciary powers to execute and deliver this Amendment and to carry out the obligations of the Paying Agent under the Note Purchase Agreement;

(ii) the execution and delivery by the Paying Agent of this Amendment and the performance by the Paying Agent of its obligations under the Note Purchase Agreement have been duly authorized by the Paying Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

(iii) the Note Purchase Agreement constitutes the legal, valid and binding obligations of the Paying Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

(g) The Class B Escrow Agent represents and warrants that:

(i) the Class B Escrow Agent is a national banking association duly incorporated, validly existing and in good standing under the laws of the United States and has the full corporate power, authority and legal right under the laws of the United States and the state of the United States in which it is located pertaining to its banking, trust and fiduciary powers to execute and deliver this Amendment, Class B Deposit Agreement, the Class B Escrow and Paying Agent Agreement (collectively, the “Class B Escrow Agent Agreements”) and to carry out the obligations of the Class B Escrow Agent under each of the Class B Escrow Agent Agreements;

(ii) the execution and delivery by the Class B Escrow Agent of each of the Class B Escrow Agent Agreements and the performance by the Class B Escrow Agent of its obligations thereunder have been duly authorized by the Class B Escrow Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

(iii) each of the Class B Escrow Agent Agreements constitutes the legal, valid and binding obligations of the Class B Escrow Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

(h) The Class B Paying Agent represents and warrants that:

(i) the Class B Paying Agent is a national banking association duly incorporated, validly existing and in good standing under the laws of the United States of America and has the full corporate power, authority and legal right under the laws of the United States and the state of the United States in which it is located pertaining to its banking, trust and fiduciary powers to execute and deliver this Amendment and the Class B Escrow and Paying Agent Agreement (collectively, the “Class B Paying Agent Agreements”) and to carry out the obligations of the Class B Paying Agent under each of the Class B Paying Agent Agreements;

(ii) the execution and delivery by the Class B Paying Agent of each of the Class B Paying Agent Agreements and the performance by the Class B Paying Agent of its obligations thereunder have been duly authorized by the Class B Paying Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

(iii) each of the Class B Paying Agent Agreements constitutes the legal, valid and binding obligations of the Class B Paying Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

Section 4. Additional Parties. By signing below, the Class B Pass Through Trustee, the Class B Escrow Agent and the Class B Paying Agent each shall be deemed a party to the Note Purchase Agreement.

Section 5. Construction. Effective as of the date hereof, all references in the Note Purchase Agreement to the “Note Purchase Agreement” shall be deemed to refer to the Note Purchase Agreement as amended by this Amendment, and the parties hereto confirm their respective obligations thereunder. Except as otherwise specified in this Amendment, the Note Purchase Agreement shall remain in all respects unchanged and in full force and effect.

Section 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

Section 7. Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.


UNITED AIRLINES, INC.

By		/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Vice President and Treasurer



Address:		000 X. Xxxxxx Xxxxx
		Xxxxxxx, XX 00000
		Attention: Treasurer
		Facsimile: (000) 000-0000

WILMINGTON TRUST, NATIONAL ASSOCIATION not in its individual capacity, except as expressly provided, but solely as Pass Through Trustee under the Pass Through Trust Agreement for the United Airlines Pass Through Trust 2019-2AA-O



By		/s/ Xxxx Xxx
		Name: Xxxx Xxx
		Title: Vice President



Address:		0000 Xxxxx Xxxxxx Xxxxxx
		Xxxxxxxxxx, Xxxxxxxx 00000-0000
		Attention: Corporate Trust Administration
		Facsimile: (000) 000-0000

S-1

Signature Page to Amendment No. 1 to Note Purchase Agreement 19-2

WILMINGTON TRUST, NATIONAL ASSOCIATION

not in its individual capacity, except as expressly provided, but solely as Pass Through Trustee under the Pass Through Trust Agreement for the United Airlines Pass Through Trust 2019-2A-O



By		/s/ Xxxx Xxx
		Name: Xxxx Xxx
		Title: Vice President



Address:		0000 Xxxxx Xxxxxx Xxxxxx
		Xxxxxxxxxx, Xxxxxxxx 00000-0000
		Attention: Corporate Trust Administration
		Facsimile: (000) 000-0000

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided, but solely as Pass Through Trustee under the Pass Through Trust Agreement for the United Airlines Pass Through Trust 2019-2B-O



By		/s/ Xxxx Xxx
		Name: Xxxx Xxx
		Title: Vice President



Address:		0000 Xxxxx Xxxxxx Xxxxxx
		Xxxxxxxxxx, Xxxxxxxx 00000-0000
		Attention: Corporate Trust Administration
		Facsimile: (000) 000-0000

S-2

Signature Page to Amendment No. 1 to Note Purchase Agreement 19-2

WILMINGTON TRUST, NATIONAL ASSOCIATION,

not in its individual capacity, except as otherwise provided herein, but solely as Subordination Agent



By		/s/ Xxxx Xxx
		Name: Xxxx Xxx
		Title: Vice President



Address:		0000 Xxxxx Xxxxxx Xxxxxx
		Xxxxxxxxxx, Xxxxxxxx 00000-0000
		Attention: Corporate Trust Administration
		Facsimile: (000) 000-0000

U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent



By		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Vice President



Address:		Boston, MA Xxxxxx
		Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx
		XX-XX-XXX
		Xxxxxx, XX 00000
		Attention: Xxxxx X. Xxxxxxxx
		Facsimile: (000) 000-0000

U.S. BANK NATIONAL ASSOCIATION, as Class B Escrow Agent



By		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Vice President



Address:		Boston, MA Xxxxxx
		Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx
		XX-XX-XXX
		Xxxxxx, XX 00000
		Attention: Xxxxx X. Xxxxxxxx
		Facsimile: (000) 000-0000

S-3

Signature Page to Amendment No. 1 to Note Purchase Agreement 19-2

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Paying Agent



By		/s/ Xxxx Xxx
		Name: Xxxx Xxx
		Title: Vice President



Address:		0000 Xxxxx Xxxxxx Xxxxxx
		Xxxxxxxxxx, Xxxxxxxx 00000-0000
		Attention: Corporate Trust Administration
		Facsimile: (000) 000-0000

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Class B Paying Agent



By		/s/ Xxxx Xxx
		Name: Xxxx Xxx
		Title: Vice President



Address:		0000 Xxxxx Xxxxxx Xxxxxx
		Xxxxxxxxxx, Xxxxxxxx 00000-0000
		Attention: Corporate Trust Administration
		Facsimile: (000) 000-0000

S-4

Signature Page to Amendment No. 1 to Note Purchase Agreement 19-2

SCHEDULE III TO

Note Purchase Agreement

REQUIRED TERMS

Equipment Notes

Obligor: United

Maximum Principal Amount:

The initial principal amount and amortization schedule of the Series AA Equipment Notes, Series A Equipment Notes and Series B Equipment Notes issued with respect to an Aircraft shall be as set forth in the following table for that Aircraft or, in the case of the last scheduled delivery of the Boeing 787-10 Eligible Aircraft, as set forth in the applicable table below for an Eligible Aircraft of the same model that has not been and will not be financed under the Note Purchase Agreement (it being understood that if the Equipment Notes are issued on or after a scheduled payment date set forth below, such payment date will not be included in the amortization schedule and the initial principal amount shall be reduced by the amount otherwise due on such payment date):

Boeing 787-9


	N29975
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	62,861,000.00	$	25,669,000.00	$	20,804,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		62,861,000.00		25,669,000.00		20,804,000.00		0.00		0.00		0.00
November 1, 2020		62,861,000.00		25,669,000.00		20,804,000.00		0.00		0.00		0.00
May 1, 2021		61,591,207.80		25,011,873.60		19,551,599.20		1,269,792.20		657,126.40		1,252,400.80
November 1, 2021		59,983,852.03		24,354,747.20		18,299,198.40		1,607,355.77		657,126.40		1,252,400.80
May 1, 2022		58,376,496.26		23,697,620.80		17,046,797.60		1,607,355.77		657,126.40		1,252,400.80
November 1, 2022		56,769,140.49		23,040,494.40		15,794,396.80		1,607,355.77		657,126.40		1,252,400.80
May 1, 2023		55,161,784.72		22,383,368.00		14,541,996.00		1,607,355.77		657,126.40		1,252,400.80
November 1, 2023		53,554,428.95		21,726,241.60		13,289,595.20		1,607,355.77		657,126.40		1,252,400.80
May 1, 2024		51,947,073.18		21,069,115.20		12,037,194.40		1,607,355.77		657,126.40		1,252,400.80
November 1, 2024		50,339,717.41		20,411,988.80		10,784,793.60		1,607,355.77		657,126.40		1,252,400.80
May 1, 2025		48,732,361.64		19,754,862.40		9,532,392.80		1,607,355.77		657,126.40		1,252,400.80
November 1, 2025		47,125,005.87		19,097,736.00		8,279,992.00		1,607,355.77		657,126.40		1,252,400.80
May 1, 2026		45,517,650.10		18,440,609.60		7,027,591.20		1,607,355.77		657,126.40		1,252,400.80
November 1, 2026		43,910,294.33		17,783,483.20		5,775,190.40		1,607,355.77		657,126.40		1,252,400.80
May 1, 2027		42,302,938.56		17,126,356.80		4,522,789.60		1,607,355.77		657,126.40		1,252,400.80
November 1, 2027		40,695,582.79		16,469,230.40		3,270,388.80		1,607,355.77		657,126.40		1,252,400.80
May 1, 2028		39,088,227.02		0.00		0.00		1,607,355.77		16,469,230.40		3,270,388.80
November 1, 2028		37,480,871.25		0.00		0.00		1,607,355.77		0.00		0.00
May 1, 2029		35,873,515.48		0.00		0.00		1,607,355.77		0.00		0.00
November 1, 2029		34,266,159.71		0.00		0.00		1,607,355.77		0.00		0.00
May 1, 2030		32,658,803.94		0.00		0.00		1,607,355.77		0.00		0.00
November 1, 2030		31,051,448.17		0.00		0.00		1,607,355.77		0.00		0.00
May 1, 2031		29,444,092.40		0.00		0.00		1,607,355.77		0.00		0.00
November 1, 2031		27,836,736.63		0.00		0.00		1,607,355.77		0.00		0.00
May 1, 2032		0.00		0.00		0.00		27,836,736.63		0.00		0.00

	N24976
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	62,966,000.00	$	25,712,000.00	$	20,839,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		62,966,000.00		25,712,000.00		20,839,000.00		0.00		0.00		0.00
November 1, 2020		62,966,000.00		25,712,000.00		20,839,000.00		0.00		0.00		0.00
May 1, 2021		61,694,086.80		25,053,772.80		19,584,492.20		1,271,913.20		658,227.20		1,254,507.80
November 1, 2021		60,099,158.02		24,395,545.60		18,329,984.40		1,594,928.78		658,227.20		1,254,507.80
May 1, 2022		58,504,229.24		23,737,318.40		17,075,476.60		1,594,928.78		658,227.20		1,254,507.80
November 1, 2022		56,909,300.46		23,079,091.20		15,820,968.80		1,594,928.78		658,227.20		1,254,507.80
May 1, 2023		55,314,371.68		22,420,864.00		14,566,461.00		1,594,928.78		658,227.20		1,254,507.80
November 1, 2023		53,719,442.90		21,762,636.80		13,311,953.20		1,594,928.78		658,227.20		1,254,507.80
May 1, 2024		52,124,514.12		21,104,409.60		12,057,445.40		1,594,928.78		658,227.20		1,254,507.80
November 1, 2024		50,529,585.34		20,446,182.40		10,802,937.60		1,594,928.78		658,227.20		1,254,507.80
May 1, 2025		48,934,656.56		19,787,955.20		9,548,429.80		1,594,928.78		658,227.20		1,254,507.80
November 1, 2025		47,339,727.78		19,129,728.00		8,293,922.00		1,594,928.78		658,227.20		1,254,507.80
May 1, 2026		45,744,799.00		18,471,500.80		7,039,414.20		1,594,928.78		658,227.20		1,254,507.80
November 1, 2026		44,149,870.22		17,813,273.60		5,784,906.40		1,594,928.78		658,227.20		1,254,507.80
May 1, 2027		42,554,941.44		17,155,046.40		4,530,398.60		1,594,928.78		658,227.20		1,254,507.80
November 1, 2027		40,960,012.66		16,496,819.20		3,275,890.80		1,594,928.78		658,227.20		1,254,507.80
May 1, 2028		39,365,083.88		0.00		0.00		1,594,928.78		16,496,819.20		3,275,890.80
November 1, 2028		37,770,155.10		0.00		0.00		1,594,928.78		0.00		0.00
May 1, 2029		36,175,226.32		0.00		0.00		1,594,928.78		0.00		0.00
November 1, 2029		34,580,297.54		0.00		0.00		1,594,928.78		0.00		0.00
May 1, 2030		32,985,368.76		0.00		0.00		1,594,928.78		0.00		0.00
November 1, 2030		31,390,439.98		0.00		0.00		1,594,928.78		0.00		0.00
May 1, 2031		29,795,511.20		0.00		0.00		1,594,928.78		0.00		0.00
November 1, 2031		28,200,582.42		0.00		0.00		1,594,928.78		0.00		0.00
May 1, 2032		0.00		0.00		0.00		28,200,582.42		0.00		0.00


	N29977
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	62,966,000.00	$	25,712,000.00	$	20,839,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		62,966,000.00		25,712,000.00		20,839,000.00		0.00		0.00		0.00
November 1, 2020		62,966,000.00		25,712,000.00		20,839,000.00		0.00		0.00		0.00
May 1, 2021		61,694,086.80		25,053,772.80		19,584,492.20		1,271,913.20		658,227.20		1,254,507.80
November 1, 2021		60,099,158.02		24,395,545.60		18,329,984.40		1,594,928.78		658,227.20		1,254,507.80
May 1, 2022		58,504,229.24		23,737,318.40		17,075,476.60		1,594,928.78		658,227.20		1,254,507.80
November 1, 2022		56,909,300.46		23,079,091.20		15,820,968.80		1,594,928.78		658,227.20		1,254,507.80
May 1, 2023		55,314,371.68		22,420,864.00		14,566,461.00		1,594,928.78		658,227.20		1,254,507.80
November 1, 2023		53,719,442.90		21,762,636.80		13,311,953.20		1,594,928.78		658,227.20		1,254,507.80
May 1, 2024		52,124,514.12		21,104,409.60		12,057,445.40		1,594,928.78		658,227.20		1,254,507.80
November 1, 2024		50,529,585.34		20,446,182.40		10,802,937.60		1,594,928.78		658,227.20		1,254,507.80
May 1, 2025		48,934,656.56		19,787,955.20		9,548,429.80		1,594,928.78		658,227.20		1,254,507.80
November 1, 2025		47,339,727.78		19,129,728.00		8,293,922.00		1,594,928.78		658,227.20		1,254,507.80
May 1, 2026		45,744,799.00		18,471,500.80		7,039,414.20		1,594,928.78		658,227.20		1,254,507.80
November 1, 2026		44,149,870.22		17,813,273.60		5,784,906.40		1,594,928.78		658,227.20		1,254,507.80
May 1, 2027		42,554,941.44		17,155,046.40		4,530,398.60		1,594,928.78		658,227.20		1,254,507.80
November 1, 2027		40,960,012.66		16,496,819.20		3,275,890.80		1,594,928.78		658,227.20		1,254,507.80
May 1, 2028		39,365,083.88		0.00		0.00		1,594,928.78		16,496,819.20		3,275,890.80
November 1, 2028		37,770,155.10		0.00		0.00		1,594,928.78		0.00		0.00
May 1, 2029		36,175,226.32		0.00		0.00		1,594,928.78		0.00		0.00
November 1, 2029		34,580,297.54		0.00		0.00		1,594,928.78		0.00		0.00
May 1, 2030		32,985,368.76		0.00		0.00		1,594,928.78		0.00		0.00
November 1, 2030		31,390,439.98		0.00		0.00		1,594,928.78		0.00		0.00
May 1, 2031		29,795,511.20		0.00		0.00		1,594,928.78		0.00		0.00
November 1, 2031		28,200,582.42		0.00		0.00		1,594,928.78		0.00		0.00
May 1, 2032		0.00		0.00		0.00		28,200,582.42		0.00		0.00

Boeing 787-10


	N16009
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	63,315,000.00	$	25,854,000.00	$	20,954,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		63,315,000.00		25,854,000.00		20,954,000.00		0.00		0.00		0.00
November 1, 2020		62,036,037.00		25,192,137.60		19,692,569.20		1,278,963.00		661,862.40		1,261,430.80
May 1, 2021		60,417,072.45		24,530,275.20		18,431,138.40		1,618,964.55		661,862.40		1,261,430.80
November 1, 2021		58,798,107.90		23,868,412.80		17,169,707.60		1,618,964.55		661,862.40		1,261,430.80
May 1, 2022		57,179,143.35		23,206,550.40		15,908,276.80		1,618,964.55		661,862.40		1,261,430.80
November 1, 2022		55,560,178.80		22,544,688.00		14,646,846.00		1,618,964.55		661,862.40		1,261,430.80
May 1, 2023		53,941,214.25		21,882,825.60		13,385,415.20		1,618,964.55		661,862.40		1,261,430.80
November 1, 2023		52,322,249.70		21,220,963.20		12,123,984.40		1,618,964.55		661,862.40		1,261,430.80
May 1, 2024		50,703,285.15		20,559,100.80		10,862,553.60		1,618,964.55		661,862.40		1,261,430.80
November 1, 2024		49,084,320.60		19,897,238.40		9,601,122.80		1,618,964.55		661,862.40		1,261,430.80
May 1, 2025		47,465,356.05		19,235,376.00		8,339,692.00		1,618,964.55		661,862.40		1,261,430.80
November 1, 2025		45,846,391.50		18,573,513.60		7,078,261.20		1,618,964.55		661,862.40		1,261,430.80
May 1, 2026		44,227,426.95		17,911,651.20		5,816,830.40		1,618,964.55		661,862.40		1,261,430.80
November 1, 2026		42,608,462.40		17,249,788.80		4,555,399.60		1,618,964.55		661,862.40		1,261,430.80
May 1, 2027		40,989,497.85		16,587,926.40		3,293,968.80		1,618,964.55		661,862.40		1,261,430.80
November 1, 2027		39,370,533.30		15,926,064.00		2,032,538.00		1,618,964.55		661,862.40		1,261,430.80
May 1, 2028		37,751,568.75		0.00		0.00		1,618,964.55		15,926,064.00		2,032,538.00
November 1, 2028		36,132,604.20		0.00		0.00		1,618,964.55		0.00		0.00
May 1, 2029		34,513,639.65		0.00		0.00		1,618,964.55		0.00		0.00
November 1, 2029		32,894,675.10		0.00		0.00		1,618,964.55		0.00		0.00
May 1, 2030		31,275,710.55		0.00		0.00		1,618,964.55		0.00		0.00
November 1, 2030		29,656,746.00		0.00		0.00		1,618,964.55		0.00		0.00
May 1, 2031		28,037,781.45		0.00		0.00		1,618,964.55		0.00		0.00
November 1, 2031		26,418,816.90		0.00		0.00		1,618,964.55		0.00		0.00
May 1, 2032		0.00		0.00		0.00		26,418,816.90		0.00		0.00

	N91007
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	63,525,000.00	$	25,939,000.00	$	21,024,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		63,525,000.00		25,939,000.00		21,024,000.00		0.00		0.00		0.00
November 1, 2020		62,241,795.00		25,274,961.60		19,758,355.20		1,283,205.00		664,038.40		1,265,644.80
May 1, 2021		60,617,460.75		24,610,923.20		18,492,710.40		1,624,334.25		664,038.40		1,265,644.80
November 1, 2021		58,993,126.50		23,946,884.80		17,227,065.60		1,624,334.25		664,038.40		1,265,644.80
May 1, 2022		57,368,792.25		23,282,846.40		15,961,420.80		1,624,334.25		664,038.40		1,265,644.80
November 1, 2022		55,744,458.00		22,618,808.00		14,695,776.00		1,624,334.25		664,038.40		1,265,644.80
May 1, 2023		54,120,123.75		21,954,769.60		13,430,131.20		1,624,334.25		664,038.40		1,265,644.80
November 1, 2023		52,495,789.50		21,290,731.20		12,164,486.40		1,624,334.25		664,038.40		1,265,644.80
May 1, 2024		50,871,455.25		20,626,692.80		10,898,841.60		1,624,334.25		664,038.40		1,265,644.80
November 1, 2024		49,247,121.00		19,962,654.40		9,633,196.80		1,624,334.25		664,038.40		1,265,644.80
May 1, 2025		47,622,786.75		19,298,616.00		8,367,552.00		1,624,334.25		664,038.40		1,265,644.80
November 1, 2025		45,998,452.50		18,634,577.60		7,101,907.20		1,624,334.25		664,038.40		1,265,644.80
May 1, 2026		44,374,118.25		17,970,539.20		5,836,262.40		1,624,334.25		664,038.40		1,265,644.80
November 1, 2026		42,749,784.00		17,306,500.80		4,570,617.60		1,624,334.25		664,038.40		1,265,644.80
May 1, 2027		41,125,449.75		16,642,462.40		3,304,972.80		1,624,334.25		664,038.40		1,265,644.80
November 1, 2027		39,501,115.50		15,978,424.00		2,039,328.00		1,624,334.25		664,038.40		1,265,644.80
May 1, 2028		37,876,781.25		0.00		0.00		1,624,334.25		15,978,424.00		2,039,328.00
November 1, 2028		36,252,447.00		0.00		0.00		1,624,334.25		0.00		0.00
May 1, 2029		34,628,112.75		0.00		0.00		1,624,334.25		0.00		0.00
November 1, 2029		33,003,778.50		0.00		0.00		1,624,334.25		0.00		0.00
May 1, 2030		31,379,444.25		0.00		0.00		1,624,334.25		0.00		0.00
November 1, 2030		29,755,110.00		0.00		0.00		1,624,334.25		0.00		0.00
May 1, 2031		28,130,775.75		0.00		0.00		1,624,334.25		0.00		0.00
November 1, 2031		26,506,441.50		0.00		0.00		1,624,334.25		0.00		0.00
May 1, 2032		0.00		0.00		0.00		26,506,441.50		0.00		0.00


	N12010
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	64,684,000.00	$	26,413,000.00	$	21,407,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		64,684,000.00		26,413,000.00		21,407,000.00		0.00		0.00		0.00
November 1, 2020		63,377,383.20		25,736,827.20		20,118,298.60		1,306,616.80		676,172.80		1,288,701.40
May 1, 2021		61,723,413.32		25,060,654.40		18,829,597.20		1,653,969.88		676,172.80		1,288,701.40
November 1, 2021		60,069,443.44		24,384,481.60		17,540,895.80		1,653,969.88		676,172.80		1,288,701.40
May 1, 2022		58,415,473.56		23,708,308.80		16,252,194.40		1,653,969.88		676,172.80		1,288,701.40
November 1, 2022		56,761,503.68		23,032,136.00		14,963,493.00		1,653,969.88		676,172.80		1,288,701.40
May 1, 2023		55,107,533.80		22,355,963.20		13,674,791.60		1,653,969.88		676,172.80		1,288,701.40
November 1, 2023		53,453,563.92		21,679,790.40		12,386,090.20		1,653,969.88		676,172.80		1,288,701.40
May 1, 2024		51,799,594.04		21,003,617.60		11,097,388.80		1,653,969.88		676,172.80		1,288,701.40
November 1, 2024		50,145,624.16		20,327,444.80		9,808,687.40		1,653,969.88		676,172.80		1,288,701.40
May 1, 2025		48,491,654.28		19,651,272.00		8,519,986.00		1,653,969.88		676,172.80		1,288,701.40
November 1, 2025		46,837,684.40		18,975,099.20		7,231,284.60		1,653,969.88		676,172.80		1,288,701.40
May 1, 2026		45,183,714.52		18,298,926.40		5,942,583.20		1,653,969.88		676,172.80		1,288,701.40
November 1, 2026		43,529,744.64		17,622,753.60		4,653,881.80		1,653,969.88		676,172.80		1,288,701.40
May 1, 2027		41,875,774.76		16,946,580.80		3,365,180.40		1,653,969.88		676,172.80		1,288,701.40
November 1, 2027		40,221,804.88		16,270,408.00		2,076,479.00		1,653,969.88		676,172.80		1,288,701.40
May 1, 2028		38,567,835.00		0.00		0.00		1,653,969.88		16,270,408.00		2,076,479.00
November 1, 2028		36,913,865.12		0.00		0.00		1,653,969.88		0.00		0.00
May 1, 2029		35,259,895.24		0.00		0.00		1,653,969.88		0.00		0.00
November 1, 2029		33,605,925.36		0.00		0.00		1,653,969.88		0.00		0.00
May 1, 2030		31,951,955.48		0.00		0.00		1,653,969.88		0.00		0.00
November 1, 2030		30,297,985.60		0.00		0.00		1,653,969.88		0.00		0.00
May 1, 2031		28,644,015.72		0.00		0.00		1,653,969.88		0.00		0.00
November 1, 2031		26,990,045.84		0.00		0.00		1,653,969.88		0.00		0.00
May 1, 2032		0.00		0.00		0.00		26,990,045.84		0.00		0.00

	N14011
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	64,684,000.00	$	26,413,000.00	$	21,407,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		64,684,000.00		26,413,000.00		21,407,000.00		0.00		0.00		0.00
November 1, 2020		63,377,383.20		25,736,827.20		20,118,298.60		1,306,616.80		676,172.80		1,288,701.40
May 1, 2021		61,723,413.32		25,060,654.40		18,829,597.20		1,653,969.88		676,172.80		1,288,701.40
November 1, 2021		60,069,443.44		24,384,481.60		17,540,895.80		1,653,969.88		676,172.80		1,288,701.40
May 1, 2022		58,415,473.56		23,708,308.80		16,252,194.40		1,653,969.88		676,172.80		1,288,701.40
November 1, 2022		56,761,503.68		23,032,136.00		14,963,493.00		1,653,969.88		676,172.80		1,288,701.40
May 1, 2023		55,107,533.80		22,355,963.20		13,674,791.60		1,653,969.88		676,172.80		1,288,701.40
November 1, 2023		53,453,563.92		21,679,790.40		12,386,090.20		1,653,969.88		676,172.80		1,288,701.40
May 1, 2024		51,799,594.04		21,003,617.60		11,097,388.80		1,653,969.88		676,172.80		1,288,701.40
November 1, 2024		50,145,624.16		20,327,444.80		9,808,687.40		1,653,969.88		676,172.80		1,288,701.40
May 1, 2025		48,491,654.28		19,651,272.00		8,519,986.00		1,653,969.88		676,172.80		1,288,701.40
November 1, 2025		46,837,684.40		18,975,099.20		7,231,284.60		1,653,969.88		676,172.80		1,288,701.40
May 1, 2026		45,183,714.52		18,298,926.40		5,942,583.20		1,653,969.88		676,172.80		1,288,701.40
November 1, 2026		43,529,744.64		17,622,753.60		4,653,881.80		1,653,969.88		676,172.80		1,288,701.40
May 1, 2027		41,875,774.76		16,946,580.80		3,365,180.40		1,653,969.88		676,172.80		1,288,701.40
November 1, 2027		40,221,804.88		16,270,408.00		2,076,479.00		1,653,969.88		676,172.80		1,288,701.40
May 1, 2028		38,567,835.00		0.00		0.00		1,653,969.88		16,270,408.00		2,076,479.00
November 1, 2028		36,913,865.12		0.00		0.00		1,653,969.88		0.00		0.00
May 1, 2029		35,259,895.24		0.00		0.00		1,653,969.88		0.00		0.00
November 1, 2029		33,605,925.36		0.00		0.00		1,653,969.88		0.00		0.00
May 1, 2030		31,951,955.48		0.00		0.00		1,653,969.88		0.00		0.00
November 1, 2030		30,297,985.60		0.00		0.00		1,653,969.88		0.00		0.00
May 1, 2031		28,644,015.72		0.00		0.00		1,653,969.88		0.00		0.00
November 1, 2031		26,990,045.84		0.00		0.00		1,653,969.88		0.00		0.00
May 1, 2032		0.00		0.00		0.00		26,990,045.84		0.00		0.00

Boeing 777-300ER


	N2749U
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	65,461,000.00	$	26,730,000.00	$	21,665,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		65,461,000.00		26,730,000.00		21,665,000.00		0.00		0.00		0.00
November 1, 2020		64,138,687.80		26,045,712.00		20,360,767.00		1,322,312.20		684,288.00		1,304,233.00
May 1, 2021		62,464,850.03		25,361,424.00		19,056,534.00		1,673,837.77		684,288.00		1,304,233.00
November 1, 2021		60,791,012.26		24,677,136.00		17,752,301.00		1,673,837.77		684,288.00		1,304,233.00
May 1, 2022		59,117,174.49		23,992,848.00		16,448,068.00		1,673,837.77		684,288.00		1,304,233.00
November 1, 2022		57,443,336.72		23,308,560.00		15,143,835.00		1,673,837.77		684,288.00		1,304,233.00
May 1, 2023		55,769,498.95		22,624,272.00		13,839,602.00		1,673,837.77		684,288.00		1,304,233.00
November 1, 2023		54,095,661.18		21,939,984.00		12,535,369.00		1,673,837.77		684,288.00		1,304,233.00
May 1, 2024		52,421,823.41		21,255,696.00		11,231,136.00		1,673,837.77		684,288.00		1,304,233.00
November 1, 2024		50,747,985.64		20,571,408.00		9,926,903.00		1,673,837.77		684,288.00		1,304,233.00
May 1, 2025		49,074,147.87		19,887,120.00		8,622,670.00		1,673,837.77		684,288.00		1,304,233.00
November 1, 2025		47,400,310.10		19,202,832.00		7,318,437.00		1,673,837.77		684,288.00		1,304,233.00
May 1, 2026		45,726,472.33		18,518,544.00		6,014,204.00		1,673,837.77		684,288.00		1,304,233.00
November 1, 2026		44,052,634.56		17,834,256.00		4,709,971.00		1,673,837.77		684,288.00		1,304,233.00
May 1, 2027		42,378,796.79		17,149,968.00		3,405,738.00		1,673,837.77		684,288.00		1,304,233.00
November 1, 2027		40,704,959.02		16,465,680.00		2,101,505.00		1,673,837.77		684,288.00		1,304,233.00
May 1, 2028		39,031,121.25		0.00		0.00		1,673,837.77		16,465,680.00		2,101,505.00
November 1, 2028		37,357,283.48		0.00		0.00		1,673,837.77		0.00		0.00
May 1, 2029		35,683,445.71		0.00		0.00		1,673,837.77		0.00		0.00
November 1, 2029		34,009,607.94		0.00		0.00		1,673,837.77		0.00		0.00
May 1, 2030		32,335,770.17		0.00		0.00		1,673,837.77		0.00		0.00
November 1, 2030		30,661,932.40		0.00		0.00		1,673,837.77		0.00		0.00
May 1, 2031		28,988,094.63		0.00		0.00		1,673,837.77		0.00		0.00
November 1, 2031		27,314,256.86		0.00		0.00		1,673,837.77		0.00		0.00
May 1, 2032		0.00		0.00		0.00		27,314,256.86		0.00		0.00

	N2250U
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	65,436,000.00	$	26,720,000.00	$	21,656,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		65,436,000.00		26,720,000.00		21,656,000.00		0.00		0.00		0.00
November 1, 2020		64,114,192.80		26,035,968.00		20,352,308.80		1,321,807.20		684,032.00		1,303,691.20
May 1, 2021		62,440,994.28		25,351,936.00		19,048,617.60		1,673,198.52		684,032.00		1,303,691.20
November 1, 2021		60,767,795.76		24,667,904.00		17,744,926.40		1,673,198.52		684,032.00		1,303,691.20
May 1, 2022		59,094,597.24		23,983,872.00		16,441,235.20		1,673,198.52		684,032.00		1,303,691.20
November 1, 2022		57,421,398.72		23,299,840.00		15,137,544.00		1,673,198.52		684,032.00		1,303,691.20
May 1, 2023		55,748,200.20		22,615,808.00		13,833,852.80		1,673,198.52		684,032.00		1,303,691.20
November 1, 2023		54,075,001.68		21,931,776.00		12,530,161.60		1,673,198.52		684,032.00		1,303,691.20
May 1, 2024		52,401,803.16		21,247,744.00		11,226,470.40		1,673,198.52		684,032.00		1,303,691.20
November 1, 2024		50,728,604.64		20,563,712.00		9,922,779.20		1,673,198.52		684,032.00		1,303,691.20
May 1, 2025		49,055,406.12		19,879,680.00		8,619,088.00		1,673,198.52		684,032.00		1,303,691.20
November 1, 2025		47,382,207.60		19,195,648.00		7,315,396.80		1,673,198.52		684,032.00		1,303,691.20
May 1, 2026		45,709,009.08		18,511,616.00		6,011,705.60		1,673,198.52		684,032.00		1,303,691.20
November 1, 2026		44,035,810.56		17,827,584.00		4,708,014.40		1,673,198.52		684,032.00		1,303,691.20
May 1, 2027		42,362,612.04		17,143,552.00		3,404,323.20		1,673,198.52		684,032.00		1,303,691.20
November 1, 2027		40,689,413.52		16,459,520.00		2,100,632.00		1,673,198.52		684,032.00		1,303,691.20
May 1, 2028		39,016,215.00		0.00		0.00		1,673,198.52		16,459,520.00		2,100,632.00
November 1, 2028		37,343,016.48		0.00		0.00		1,673,198.52		0.00		0.00
May 1, 2029		35,669,817.96		0.00		0.00		1,673,198.52		0.00		0.00
November 1, 2029		33,996,619.44		0.00		0.00		1,673,198.52		0.00		0.00
May 1, 2030		32,323,420.92		0.00		0.00		1,673,198.52		0.00		0.00
November 1, 2030		30,650,222.40		0.00		0.00		1,673,198.52		0.00		0.00
May 1, 2031		28,977,023.88		0.00		0.00		1,673,198.52		0.00		0.00
November 1, 2031		27,303,825.36		0.00		0.00		1,673,198.52		0.00		0.00
May 1, 2032		0.00		0.00		0.00		27,303,825.36		0.00		0.00

Xxxxxxx XXX 000 XX


	X000XX
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	12,587,000.00	$	5,140,000.00	$	4,166,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		12,587,000.00		5,140,000.00		4,166,000.00		0.00		0.00		0.00
November 1, 2020		12,332,742.60		5,008,416.00		3,915,206.80		254,257.40		131,584.00		250,793.20
May 1, 2021		12,010,893.01		4,876,832.00		3,664,413.60		321,849.59		131,584.00		250,793.20
November 1, 2021		11,689,043.42		4,745,248.00		3,413,620.40		321,849.59		131,584.00		250,793.20
May 1, 2022		11,367,193.83		4,613,664.00		3,162,827.20		321,849.59		131,584.00		250,793.20
November 1, 2022		11,045,344.24		4,482,080.00		2,912,034.00		321,849.59		131,584.00		250,793.20
May 1, 2023		10,723,494.65		4,350,496.00		2,661,240.80		321,849.59		131,584.00		250,793.20
November 1, 2023		10,401,645.06		4,218,912.00		2,410,447.60		321,849.59		131,584.00		250,793.20
May 1, 2024		10,079,795.47		4,087,328.00		2,159,654.40		321,849.59		131,584.00		250,793.20
November 1, 2024		9,757,945.88		3,955,744.00		1,908,861.20		321,849.59		131,584.00		250,793.20
May 1, 2025		9,436,096.29		3,824,160.00		1,658,068.00		321,849.59		131,584.00		250,793.20
November 1, 2025		9,114,246.70		3,692,576.00		1,407,274.80		321,849.59		131,584.00		250,793.20
May 1, 2026		8,792,397.11		3,560,992.00		1,156,481.60		321,849.59		131,584.00		250,793.20
November 1, 2026		8,470,547.52		3,429,408.00		905,688.40		321,849.59		131,584.00		250,793.20
May 1, 2027		8,148,697.93		3,297,824.00		654,895.20		321,849.59		131,584.00		250,793.20
November 1, 2027		7,826,848.34		3,166,240.00		404,102.00		321,849.59		131,584.00		250,793.20
May 1, 2028		7,504,998.75		0.00		0.00		321,849.59		3,166,240.00		404,102.00
November 1, 2028		7,183,149.16		0.00		0.00		321,849.59		0.00		0.00
May 1, 2029		6,861,299.57		0.00		0.00		321,849.59		0.00		0.00
November 1, 2029		6,539,449.98		0.00		0.00		321,849.59		0.00		0.00
May 1, 2030		6,217,600.39		0.00		0.00		321,849.59		0.00		0.00
November 1, 2030		5,895,750.80		0.00		0.00		321,849.59		0.00		0.00
May 1, 2031		5,573,901.21		0.00		0.00		321,849.59		0.00		0.00
November 1, 2031		5,252,051.62		0.00		0.00		321,849.59		0.00		0.00
May 1, 2032		0.00		0.00		0.00		5,252,051.62		0.00		0.00

	N617UX
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	12,608,000.00	$	5,149,000.00	$	4,173,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		12,608,000.00		5,149,000.00		4,173,000.00		0.00		0.00		0.00
November 1, 2020		12,353,318.40		5,017,185.60		3,921,785.40		254,681.60		131,814.40		251,214.60
May 1, 2021		12,030,931.84		4,885,371.20		3,670,570.80		322,386.56		131,814.40		251,214.60
November 1, 2021		11,708,545.28		4,753,556.80		3,419,356.20		322,386.56		131,814.40		251,214.60
May 1, 2022		11,386,158.72		4,621,742.40		3,168,141.60		322,386.56		131,814.40		251,214.60
November 1, 2022		11,063,772.16		4,489,928.00		2,916,927.00		322,386.56		131,814.40		251,214.60
May 1, 2023		10,741,385.60		4,358,113.60		2,665,712.40		322,386.56		131,814.40		251,214.60
November 1, 2023		10,418,999.04		4,226,299.20		2,414,497.80		322,386.56		131,814.40		251,214.60
May 1, 2024		10,096,612.48		4,094,484.80		2,163,283.20		322,386.56		131,814.40		251,214.60
November 1, 2024		9,774,225.92		3,962,670.40		1,912,068.60		322,386.56		131,814.40		251,214.60
May 1, 2025		9,451,839.36		3,830,856.00		1,660,854.00		322,386.56		131,814.40		251,214.60
November 1, 2025		9,129,452.80		3,699,041.60		1,409,639.40		322,386.56		131,814.40		251,214.60
May 1, 2026		8,807,066.24		3,567,227.20		1,158,424.80		322,386.56		131,814.40		251,214.60
November 1, 2026		8,484,679.68		3,435,412.80		907,210.20		322,386.56		131,814.40		251,214.60
May 1, 2027		8,162,293.12		3,303,598.40		655,995.60		322,386.56		131,814.40		251,214.60
November 1, 2027		7,839,906.56		3,171,784.00		404,781.00		322,386.56		131,814.40		251,214.60
May 1, 2028		7,517,520.00		0.00		0.00		322,386.56		3,171,784.00		404,781.00
November 1, 2028		7,195,133.44		0.00		0.00		322,386.56		0.00		0.00
May 1, 2029		6,872,746.88		0.00		0.00		322,386.56		0.00		0.00
November 1, 2029		6,550,360.32		0.00		0.00		322,386.56		0.00		0.00
May 1, 2030		6,227,973.76		0.00		0.00		322,386.56		0.00		0.00
November 1, 2030		5,905,587.20		0.00		0.00		322,386.56		0.00		0.00
May 1, 2031		5,583,200.64		0.00		0.00		322,386.56		0.00		0.00
November 1, 2031		5,260,814.08		0.00		0.00		322,386.56		0.00		0.00
May 1, 2032		0.00		0.00		0.00		5,260,814.08		0.00		0.00


	N618UX
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	12,608,000.00	$	5,149,000.00	$	4,173,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		12,608,000.00		5,149,000.00		4,173,000.00		0.00		0.00		0.00
November 1, 2020		12,353,318.40		5,017,185.60		3,921,785.40		254,681.60		131,814.40		251,214.60
May 1, 2021		12,030,931.84		4,885,371.20		3,670,570.80		322,386.56		131,814.40		251,214.60
November 1, 2021		11,708,545.28		4,753,556.80		3,419,356.20		322,386.56		131,814.40		251,214.60
May 1, 2022		11,386,158.72		4,621,742.40		3,168,141.60		322,386.56		131,814.40		251,214.60
November 1, 2022		11,063,772.16		4,489,928.00		2,916,927.00		322,386.56		131,814.40		251,214.60
May 1, 2023		10,741,385.60		4,358,113.60		2,665,712.40		322,386.56		131,814.40		251,214.60
November 1, 2023		10,418,999.04		4,226,299.20		2,414,497.80		322,386.56		131,814.40		251,214.60
May 1, 2024		10,096,612.48		4,094,484.80		2,163,283.20		322,386.56		131,814.40		251,214.60
November 1, 2024		9,774,225.92		3,962,670.40		1,912,068.60		322,386.56		131,814.40		251,214.60
May 1, 2025		9,451,839.36		3,830,856.00		1,660,854.00		322,386.56		131,814.40		251,214.60
November 1, 2025		9,129,452.80		3,699,041.60		1,409,639.40		322,386.56		131,814.40		251,214.60
May 1, 2026		8,807,066.24		3,567,227.20		1,158,424.80		322,386.56		131,814.40		251,214.60
November 1, 2026		8,484,679.68		3,435,412.80		907,210.20		322,386.56		131,814.40		251,214.60
May 1, 2027		8,162,293.12		3,303,598.40		655,995.60		322,386.56		131,814.40		251,214.60
November 1, 2027		7,839,906.56		3,171,784.00		404,781.00		322,386.56		131,814.40		251,214.60
May 1, 2028		7,517,520.00		0.00		0.00		322,386.56		3,171,784.00		404,781.00
November 1, 2028		7,195,133.44		0.00		0.00		322,386.56		0.00		0.00
May 1, 2029		6,872,746.88		0.00		0.00		322,386.56		0.00		0.00
November 1, 2029		6,550,360.32		0.00		0.00		322,386.56		0.00		0.00
May 1, 2030		6,227,973.76		0.00		0.00		322,386.56		0.00		0.00
November 1, 2030		5,905,587.20		0.00		0.00		322,386.56		0.00		0.00
May 1, 2031		5,583,200.64		0.00		0.00		322,386.56		0.00		0.00
November 1, 2031		5,260,814.08		0.00		0.00		322,386.56		0.00		0.00
May 1, 2032		0.00		0.00		0.00		5,260,814.08		0.00		0.00

	N619UX
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	12,608,000.00	$	5,149,000.00	$	4,173,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		12,608,000.00		5,149,000.00		4,173,000.00		0.00		0.00		0.00
November 1, 2020		12,353,318.40		5,017,185.60		3,921,785.40		254,681.60		131,814.40		251,214.60
May 1, 2021		12,030,931.84		4,885,371.20		3,670,570.80		322,386.56		131,814.40		251,214.60
November 1, 2021		11,708,545.28		4,753,556.80		3,419,356.20		322,386.56		131,814.40		251,214.60
May 1, 2022		11,386,158.72		4,621,742.40		3,168,141.60		322,386.56		131,814.40		251,214.60
November 1, 2022		11,063,772.16		4,489,928.00		2,916,927.00		322,386.56		131,814.40		251,214.60
May 1, 2023		10,741,385.60		4,358,113.60		2,665,712.40		322,386.56		131,814.40		251,214.60
November 1, 2023		10,418,999.04		4,226,299.20		2,414,497.80		322,386.56		131,814.40		251,214.60
May 1, 2024		10,096,612.48		4,094,484.80		2,163,283.20		322,386.56		131,814.40		251,214.60
November 1, 2024		9,774,225.92		3,962,670.40		1,912,068.60		322,386.56		131,814.40		251,214.60
May 1, 2025		9,451,839.36		3,830,856.00		1,660,854.00		322,386.56		131,814.40		251,214.60
November 1, 2025		9,129,452.80		3,699,041.60		1,409,639.40		322,386.56		131,814.40		251,214.60
May 1, 2026		8,807,066.24		3,567,227.20		1,158,424.80		322,386.56		131,814.40		251,214.60
November 1, 2026		8,484,679.68		3,435,412.80		907,210.20		322,386.56		131,814.40		251,214.60
May 1, 2027		8,162,293.12		3,303,598.40		655,995.60		322,386.56		131,814.40		251,214.60
November 1, 2027		7,839,906.56		3,171,784.00		404,781.00		322,386.56		131,814.40		251,214.60
May 1, 2028		7,517,520.00		0.00		0.00		322,386.56		3,171,784.00		404,781.00
November 1, 2028		7,195,133.44		0.00		0.00		322,386.56		0.00		0.00
May 1, 2029		6,872,746.88		0.00		0.00		322,386.56		0.00		0.00
November 1, 2029		6,550,360.32		0.00		0.00		322,386.56		0.00		0.00
May 1, 2030		6,227,973.76		0.00		0.00		322,386.56		0.00		0.00
November 1, 2030		5,905,587.20		0.00		0.00		322,386.56		0.00		0.00
May 1, 2031		5,583,200.64		0.00		0.00		322,386.56		0.00		0.00
November 1, 2031		5,260,814.08		0.00		0.00		322,386.56		0.00		0.00
May 1, 2032		0.00		0.00		0.00		5,260,814.08		0.00		0.00


	N620UX
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	12,629,000.00	$	5,157,000.00	$	4,180,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		12,629,000.00		5,157,000.00		4,180,000.00		0.00		0.00		0.00
November 1, 2020		12,373,894.20		5,024,980.80		3,928,364.00		255,105.80		132,019.20		251,636.00
May 1, 2021		12,050,970.67		4,892,961.60		3,676,728.00		322,923.53		132,019.20		251,636.00
November 1, 2021		11,728,047.14		4,760,942.40		3,425,092.00		322,923.53		132,019.20		251,636.00
May 1, 2022		11,405,123.61		4,628,923.20		3,173,456.00		322,923.53		132,019.20		251,636.00
November 1, 2022		11,082,200.08		4,496,904.00		2,921,820.00		322,923.53		132,019.20		251,636.00
May 1, 2023		10,759,276.55		4,364,884.80		2,670,184.00		322,923.53		132,019.20		251,636.00
November 1, 2023		10,436,353.02		4,232,865.60		2,418,548.00		322,923.53		132,019.20		251,636.00
May 1, 2024		10,113,429.49		4,100,846.40		2,166,912.00		322,923.53		132,019.20		251,636.00
November 1, 2024		9,790,505.96		3,968,827.20		1,915,276.00		322,923.53		132,019.20		251,636.00
May 1, 2025		9,467,582.43		3,836,808.00		1,663,640.00		322,923.53		132,019.20		251,636.00
November 1, 2025		9,144,658.90		3,704,788.80		1,412,004.00		322,923.53		132,019.20		251,636.00
May 1, 2026		8,821,735.37		3,572,769.60		1,160,368.00		322,923.53		132,019.20		251,636.00
November 1, 2026		8,498,811.84		3,440,750.40		908,732.00		322,923.53		132,019.20		251,636.00
May 1, 2027		8,175,888.31		3,308,731.20		657,096.00		322,923.53		132,019.20		251,636.00
November 1, 2027		7,852,964.78		3,176,712.00		405,460.00		322,923.53		132,019.20		251,636.00
May 1, 2028		7,530,041.25		0.00		0.00		322,923.53		3,176,712.00		405,460.00
November 1, 2028		7,207,117.72		0.00		0.00		322,923.53		0.00		0.00
May 1, 2029		6,884,194.19		0.00		0.00		322,923.53		0.00		0.00
November 1, 2029		6,561,270.66		0.00		0.00		322,923.53		0.00		0.00
May 1, 2030		6,238,347.13		0.00		0.00		322,923.53		0.00		0.00
November 1, 2030		5,915,423.60		0.00		0.00		322,923.53		0.00		0.00
May 1, 2031		5,592,500.07		0.00		0.00		322,923.53		0.00		0.00
November 1, 2031		5,269,576.54		0.00		0.00		322,923.53		0.00		0.00
May 1, 2032		0.00		0.00		0.00		5,269,576.54		0.00		0.00

	N621UX
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	12,629,000.00	$	5,157,000.00	$	4,180,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		12,629,000.00		5,157,000.00		4,180,000.00		0.00		0.00		0.00
November 1, 2020		12,373,894.20		5,024,980.80		3,928,364.00		255,105.80		132,019.20		251,636.00
May 1, 2021		12,050,970.67		4,892,961.60		3,676,728.00		322,923.53		132,019.20		251,636.00
November 1, 2021		11,728,047.14		4,760,942.40		3,425,092.00		322,923.53		132,019.20		251,636.00
May 1, 2022		11,405,123.61		4,628,923.20		3,173,456.00		322,923.53		132,019.20		251,636.00
November 1, 2022		11,082,200.08		4,496,904.00		2,921,820.00		322,923.53		132,019.20		251,636.00
May 1, 2023		10,759,276.55		4,364,884.80		2,670,184.00		322,923.53		132,019.20		251,636.00
November 1, 2023		10,436,353.02		4,232,865.60		2,418,548.00		322,923.53		132,019.20		251,636.00
May 1, 2024		10,113,429.49		4,100,846.40		2,166,912.00		322,923.53		132,019.20		251,636.00
November 1, 2024		9,790,505.96		3,968,827.20		1,915,276.00		322,923.53		132,019.20		251,636.00
May 1, 2025		9,467,582.43		3,836,808.00		1,663,640.00		322,923.53		132,019.20		251,636.00
November 1, 2025		9,144,658.90		3,704,788.80		1,412,004.00		322,923.53		132,019.20		251,636.00
May 1, 2026		8,821,735.37		3,572,769.60		1,160,368.00		322,923.53		132,019.20		251,636.00
November 1, 2026		8,498,811.84		3,440,750.40		908,732.00		322,923.53		132,019.20		251,636.00
May 1, 2027		8,175,888.31		3,308,731.20		657,096.00		322,923.53		132,019.20		251,636.00
November 1, 2027		7,852,964.78		3,176,712.00		405,460.00		322,923.53		132,019.20		251,636.00
May 1, 2028		7,530,041.25		0.00		0.00		322,923.53		3,176,712.00		405,460.00
November 1, 2028		7,207,117.72		0.00		0.00		322,923.53		0.00		0.00
May 1, 2029		6,884,194.19		0.00		0.00		322,923.53		0.00		0.00
November 1, 2029		6,561,270.66		0.00		0.00		322,923.53		0.00		0.00
May 1, 2030		6,238,347.13		0.00		0.00		322,923.53		0.00		0.00
November 1, 2030		5,915,423.60		0.00		0.00		322,923.53		0.00		0.00
May 1, 2031		5,592,500.07		0.00		0.00		322,923.53		0.00		0.00
November 1, 2031		5,269,576.54		0.00		0.00		322,923.53		0.00		0.00
May 1, 2032		0.00		0.00		0.00		5,269,576.54		0.00		0.00


	N622UX
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	12,629,000.00	$	5,157,000.00	$	4,180,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		12,629,000.00		5,157,000.00		4,180,000.00		0.00		0.00		0.00
November 1, 2020		12,373,894.20		5,024,980.80		3,928,364.00		255,105.80		132,019.20		251,636.00
May 1, 2021		12,050,970.67		4,892,961.60		3,676,728.00		322,923.53		132,019.20		251,636.00
November 1, 2021		11,728,047.14		4,760,942.40		3,425,092.00		322,923.53		132,019.20		251,636.00
May 1, 2022		11,405,123.61		4,628,923.20		3,173,456.00		322,923.53		132,019.20		251,636.00
November 1, 2022		11,082,200.08		4,496,904.00		2,921,820.00		322,923.53		132,019.20		251,636.00
May 1, 2023		10,759,276.55		4,364,884.80		2,670,184.00		322,923.53		132,019.20		251,636.00
November 1, 2023		10,436,353.02		4,232,865.60		2,418,548.00		322,923.53		132,019.20		251,636.00
May 1, 2024		10,113,429.49		4,100,846.40		2,166,912.00		322,923.53		132,019.20		251,636.00
November 1, 2024		9,790,505.96		3,968,827.20		1,915,276.00		322,923.53		132,019.20		251,636.00
May 1, 2025		9,467,582.43		3,836,808.00		1,663,640.00		322,923.53		132,019.20		251,636.00
November 1, 2025		9,144,658.90		3,704,788.80		1,412,004.00		322,923.53		132,019.20		251,636.00
May 1, 2026		8,821,735.37		3,572,769.60		1,160,368.00		322,923.53		132,019.20		251,636.00
November 1, 2026		8,498,811.84		3,440,750.40		908,732.00		322,923.53		132,019.20		251,636.00
May 1, 2027		8,175,888.31		3,308,731.20		657,096.00		322,923.53		132,019.20		251,636.00
November 1, 2027		7,852,964.78		3,176,712.00		405,460.00		322,923.53		132,019.20		251,636.00
May 1, 2028		7,530,041.25		0.00		0.00		322,923.53		3,176,712.00		405,460.00
November 1, 2028		7,207,117.72		0.00		0.00		322,923.53		0.00		0.00
May 1, 2029		6,884,194.19		0.00		0.00		322,923.53		0.00		0.00
November 1, 2029		6,561,270.66		0.00		0.00		322,923.53		0.00		0.00
May 1, 2030		6,238,347.13		0.00		0.00		322,923.53		0.00		0.00
November 1, 2030		5,915,423.60		0.00		0.00		322,923.53		0.00		0.00
May 1, 2031		5,592,500.07		0.00		0.00		322,923.53		0.00		0.00
November 1, 2031		5,269,576.54		0.00		0.00		322,923.53		0.00		0.00
May 1, 2032		0.00		0.00		0.00		5,269,576.54		0.00		0.00

	N623UX
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	12,650,000.00	$	5,166,000.00	$	4,187,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		12,650,000.00		5,166,000.00		4,187,000.00		0.00		0.00		0.00
November 1, 2020		12,394,470.00		5,033,750.40		3,934,942.60		255,530.00		132,249.60		252,057.40
May 1, 2021		12,071,009.50		4,901,500.80		3,682,885.20		323,460.50		132,249.60		252,057.40
November 1, 2021		11,747,549.00		4,769,251.20		3,430,827.80		323,460.50		132,249.60		252,057.40
May 1, 2022		11,424,088.50		4,637,001.60		3,178,770.40		323,460.50		132,249.60		252,057.40
November 1, 2022		11,100,628.00		4,504,752.00		2,926,713.00		323,460.50		132,249.60		252,057.40
May 1, 2023		10,777,167.50		4,372,502.40		2,674,655.60		323,460.50		132,249.60		252,057.40
November 1, 2023		10,453,707.00		4,240,252.80		2,422,598.20		323,460.50		132,249.60		252,057.40
May 1, 2024		10,130,246.50		4,108,003.20		2,170,540.80		323,460.50		132,249.60		252,057.40
November 1, 2024		9,806,786.00		3,975,753.60		1,918,483.40		323,460.50		132,249.60		252,057.40
May 1, 2025		9,483,325.50		3,843,504.00		1,666,426.00		323,460.50		132,249.60		252,057.40
November 1, 2025		9,159,865.00		3,711,254.40		1,414,368.60		323,460.50		132,249.60		252,057.40
May 1, 2026		8,836,404.50		3,579,004.80		1,162,311.20		323,460.50		132,249.60		252,057.40
November 1, 2026		8,512,944.00		3,446,755.20		910,253.80		323,460.50		132,249.60		252,057.40
May 1, 2027		8,189,483.50		3,314,505.60		658,196.40		323,460.50		132,249.60		252,057.40
November 1, 2027		7,866,023.00		3,182,256.00		406,139.00		323,460.50		132,249.60		252,057.40
May 1, 2028		7,542,562.50		0.00		0.00		323,460.50		3,182,256.00		406,139.00
November 1, 2028		7,219,102.00		0.00		0.00		323,460.50		0.00		0.00
May 1, 2029		6,895,641.50		0.00		0.00		323,460.50		0.00		0.00
November 1, 2029		6,572,181.00		0.00		0.00		323,460.50		0.00		0.00
May 1, 2030		6,248,720.50		0.00		0.00		323,460.50		0.00		0.00
November 1, 2030		5,925,260.00		0.00		0.00		323,460.50		0.00		0.00
May 1, 2031		5,601,799.50		0.00		0.00		323,460.50		0.00		0.00
November 1, 2031		5,278,339.00		0.00		0.00		323,460.50		0.00		0.00
May 1, 2032		0.00		0.00		0.00		5,278,339.00		0.00		0.00


	N624UX
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	12,650,000.00	$	5,166,000.00	$	4,187,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		12,650,000.00		5,166,000.00		4,187,000.00		0.00		0.00		0.00
November 1, 2020		12,394,470.00		5,033,750.40		3,934,942.60		255,530.00		132,249.60		252,057.40
May 1, 2021		12,071,009.50		4,901,500.80		3,682,885.20		323,460.50		132,249.60		252,057.40
November 1, 2021		11,747,549.00		4,769,251.20		3,430,827.80		323,460.50		132,249.60		252,057.40
May 1, 2022		11,424,088.50		4,637,001.60		3,178,770.40		323,460.50		132,249.60		252,057.40
November 1, 2022		11,100,628.00		4,504,752.00		2,926,713.00		323,460.50		132,249.60		252,057.40
May 1, 2023		10,777,167.50		4,372,502.40		2,674,655.60		323,460.50		132,249.60		252,057.40
November 1, 2023		10,453,707.00		4,240,252.80		2,422,598.20		323,460.50		132,249.60		252,057.40
May 1, 2024		10,130,246.50		4,108,003.20		2,170,540.80		323,460.50		132,249.60		252,057.40
November 1, 2024		9,806,786.00		3,975,753.60		1,918,483.40		323,460.50		132,249.60		252,057.40
May 1, 2025		9,483,325.50		3,843,504.00		1,666,426.00		323,460.50		132,249.60		252,057.40
November 1, 2025		9,159,865.00		3,711,254.40		1,414,368.60		323,460.50		132,249.60		252,057.40
May 1, 2026		8,836,404.50		3,579,004.80		1,162,311.20		323,460.50		132,249.60		252,057.40
November 1, 2026		8,512,944.00		3,446,755.20		910,253.80		323,460.50		132,249.60		252,057.40
May 1, 2027		8,189,483.50		3,314,505.60		658,196.40		323,460.50		132,249.60		252,057.40
November 1, 2027		7,866,023.00		3,182,256.00		406,139.00		323,460.50		132,249.60		252,057.40
May 1, 2028		7,542,562.50		0.00		0.00		323,460.50		3,182,256.00		406,139.00
November 1, 2028		7,219,102.00		0.00		0.00		323,460.50		0.00		0.00
May 1, 2029		6,895,641.50		0.00		0.00		323,460.50		0.00		0.00
November 1, 2029		6,572,181.00		0.00		0.00		323,460.50		0.00		0.00
May 1, 2030		6,248,720.50		0.00		0.00		323,460.50		0.00		0.00
November 1, 2030		5,925,260.00		0.00		0.00		323,460.50		0.00		0.00
May 1, 2031		5,601,799.50		0.00		0.00		323,460.50		0.00		0.00
November 1, 2031		5,278,339.00		0.00		0.00		323,460.50		0.00		0.00
May 1, 2032		0.00		0.00		0.00		5,278,339.00		0.00		0.00

	N625UX
	Equipment Note Ending Balance						Scheduled Payments of Principal
Date	Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note		Series AA Equipment Note		Series A Equipment Note		Series B Equipment Note
At Issuance	$	12,650,000.00	$	5,166,000.00	$	4,187,000.00	$	0.00	$	0.00	$	0.00
May 1, 2020		12,650,000.00		5,166,000.00		4,187,000.00		0.00		0.00		0.00
November 1, 2020		12,394,470.00		5,033,750.40		3,934,942.60		255,530.00		132,249.60		252,057.40
May 1, 2021		12,071,009.50		4,901,500.80		3,682,885.20		323,460.50		132,249.60		252,057.40
November 1, 2021		11,747,549.00		4,769,251.20		3,430,827.80		323,460.50		132,249.60		252,057.40
May 1, 2022		11,424,088.50		4,637,001.60		3,178,770.40		323,460.50		132,249.60		252,057.40
November 1, 2022		11,100,628.00		4,504,752.00		2,926,713.00		323,460.50		132,249.60		252,057.40
May 1, 2023		10,777,167.50		4,372,502.40		2,674,655.60		323,460.50		132,249.60		252,057.40
November 1, 2023		10,453,707.00		4,240,252.80		2,422,598.20		323,460.50		132,249.60		252,057.40
May 1, 2024		10,130,246.50		4,108,003.20		2,170,540.80		323,460.50		132,249.60		252,057.40
November 1, 2024		9,806,786.00		3,975,753.60		1,918,483.40		323,460.50		132,249.60		252,057.40
May 1, 2025		9,483,325.50		3,843,504.00		1,666,426.00		323,460.50		132,249.60		252,057.40
November 1, 2025		9,159,865.00		3,711,254.40		1,414,368.60		323,460.50		132,249.60		252,057.40
May 1, 2026		8,836,404.50		3,579,004.80		1,162,311.20		323,460.50		132,249.60		252,057.40
November 1, 2026		8,512,944.00		3,446,755.20		910,253.80		323,460.50		132,249.60		252,057.40
May 1, 2027		8,189,483.50		3,314,505.60		658,196.40		323,460.50		132,249.60		252,057.40
November 1, 2027		7,866,023.00		3,182,256.00		406,139.00		323,460.50		132,249.60		252,057.40
May 1, 2028		7,542,562.50		0.00		0.00		323,460.50		3,182,256.00		406,139.00
November 1, 2028		7,219,102.00		0.00		0.00		323,460.50		0.00		0.00
May 1, 2029		6,895,641.50		0.00		0.00		323,460.50		0.00		0.00
November 1, 2029		6,572,181.00		0.00		0.00		323,460.50		0.00		0.00
May 1, 2030		6,248,720.50		0.00		0.00		323,460.50		0.00		0.00
November 1, 2030		5,925,260.00		0.00		0.00		323,460.50		0.00		0.00
May 1, 2031		5,601,799.50		0.00		0.00		323,460.50		0.00		0.00
November 1, 2031		5,278,339.00		0.00		0.00		323,460.50		0.00		0.00
May 1, 2032		0.00		0.00		0.00		5,278,339.00		0.00		0.00

Indenture

Debt Rate (as such term is defined in Annex A of the form of Indenture marked as Exhibit C of the Note Purchase Agreement (the “Indenture Form”)) for Series AA (computed on the basis of a 360-day year consisting of twelve 30-day months, payable semi-annually in arrears): 2.70%

Debt Rate (as such term is defined in Annex A of the Indenture Form) for Series A (computed on the basis of a 360-day year consisting of twelve 30 day months, payable semi-annually in arrears): 2.90%

Debt Rate (as such term is defined in Annex A of the Indenture Form) for Series B (computed on the basis of a 360-day year consisting of twelve 30-day months, payable semi-annually in arrears): 3.50%


Payment Due Rate:		Debt Rate plus 2% per annum

Payment Dates:		May 1 and November 1 (after November 1, 2019)

Make-Whole Premiums:		As provided in Article II of the Indenture Form

Redemption:		As provided in Article II of the Indenture Form

All-risk hull insurance:		Not less than the unpaid principal amount of the Equipment Notes relating to an Aircraft, together with six months of interest accrued thereon, subject to United’s right to self-insure on terms no more favorable to United in any material respect than those set forth in Section G of Annex B to the Indenture Form.

Participation Agreement

Mortgagee, Subordination Agent, Liquidity Providers, Pass Through Trustees, Escrow Agents, Class B Pass Through Trustee, Class B Escrow Agent, the Class B Liquidity Provider and Note Holders indemnified against Expenses and Taxes to the extent set forth in Section 8 of the form of the Participation Agreement marked as Exhibit B to the Note Purchase Agreement.

Prohibited Modifications

May not modify in any material adverse respect the Granting Clause of the Indenture so as to deprive the Note Holders or the Related Note Holders (as defined in the Indenture) of a first priority security interest in and mortgage lien on the Aircraft or, to the extent assigned thereunder, United’s rights under the Purchase Agreement (as defined in the Indenture) or to eliminate any of the obligations intended to be secured thereby or otherwise modify in any material

adverse respect as regards the interests of the Note Holders, the Related Note Holder of a Related Series AA Equipment Note, the Related Note Holder of a Related Series A Equipment Note, the Related Note Holder of a Related Series B Equipment Note, the Subordination Agent, the Liquidity Providers, the Class B Liquidity Provider or the Mortgagee the provisions of Article II or III or Section 4.05(c), 5.01, 5.02, 6.02, 10.01(a), 10.01(b)(vii), 11.01, 11.04, 11.11, 11.12 or 11.13 of the Indenture or the definition of “Make-Whole Amount” in Annex A to the Indenture.

May not modify in any material adverse respect as regards the interests of the Note Holders, the Subordination Agent, the Liquidity Providers, the Class B Liquidity Provider or the Mortgagee the provisions of Section 4.1.3, 4.1.8, 4.1.9, 4.1.10, 4.1.11, 6.1.3(b), 6.3, 10, 12.8(a) or 12.9 of the Participation Agreement, of the provisions of Section 4.1.2(x) of the Participation Agreement so as to eliminate the requirement to deliver to the Subordination Agent or the Mortgagee, as the case may be, the legal opinions to be provided to such Persons thereunder (recognizing that the lawyers rendering such opinions may be changed) or of the provisions of Section 6.4.5(a)(ii) of the Participation Agreement as regards the rights of the Mortgagee thereunder or otherwise modify the terms of the Participation Agreement to deprive the Pass Through Trustees, the Class B Pass Through Trustee, the Subordination Agent, the Liquidity Providers, the Class B Liquidity Provider or the Mortgagee of any indemnity or right of reimbursement in its favor for Expenses or Taxes.

Notwithstanding the foregoing, any form of Financing Agreement may be modified to correct or supplement any such provision which may be defective or to cure any ambiguity or correct any mistake, provided that any such action shall not materially adversely affect the interests of the Note Holders, the Related Note Holder of a Related Series AA Equipment Note, the Related Note Holder of a Related Series A Equipment Note, the Related Note Holder of a Related Series B Equipment Note, the Subordination Agent, the Liquidity Providers, the Class B Liquidity Provider, the Mortgagee, the registered holders of Class B Certificates or the Certificateholders.

EXHIBIT A

NOTE PURCHASE AGREEMENT

CLOSING NOTICE

Dated as of [ ]

To each of the addressees listed

in Schedule A hereto

Re:

Closing Notice in accordance with Note Purchase Agreement referred to below

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement, dated as of September 13, 2019, as amended by Amendment No. 1 to Note Purchase Agreement, dated as of September 13, 2019, among United Airlines, Inc. (the “Company”), Wilmington Trust, National Association, as Pass Through Trustee under each of the Pass Through Trust Agreements (as defined therein) (the “Pass Through Trustee”), Wilmington Trust, National Association, as Subordination Agent (the “Subordination Agent”), U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”), Wilmington Trust, National Association, as Paying Agent (the “Paying Agent”), the Class B Pass Through Trustee, the Class B Escrow Agent and the Class B Paying Agent (as each such term is defined therein) (as in effect from time to time, the “Note Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Note Purchase Agreement or, to the extent not defined therein, the Intercreditor Agreement.

Pursuant to Section 1(b) of the Note Purchase Agreement, the undersigned hereby notifies you, in respect of the [Boeing][Embraer] Model [ ] aircraft with manufacturer’s serial number [ ] (the “Aircraft”), of the following:

(1)	The Scheduled Closing Date of the Aircraft is [ ];

(2)	The Funding Date for the Aircraft shall be [ ]; and

(3)

The aggregate amount of each series of Equipment Notes to be issued, and purchased by the respective Pass Through Trustees and the Class B Pass Through Trustee referred to below (each, an “Applicable Pass Through Trustee”), on the Funding Date, in connection with the financing of such Aircraft is as follows:

(a)

the Class AA Pass Through Trustee shall purchase Series AA Equipment Notes in the amount of $[ ];

-2-

(b)

the Class A Pass Through Trustee shall purchase Series A Equipment Notes in the amount of $[ ]; and

(c)

the Class B Pass Through Trustee shall purchase Series B Equipment Notes in the amount of $[ ].

The Company hereby instructs the Class AA Pass Through Trustee to (i) execute a Withdrawal Certificate in the form of Annex A hereto dated as of [ ] and attach thereto a Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit A hereto and (ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent.

The Company hereby instructs the Class A Pass Through Trustee to (i) execute a Withdrawal Certificate in the form of Annex A hereto dated as of [ ] and attach thereto a Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit B hereto and (ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent.

The Company hereby instructs the Class B Pass Through Trustee to (i) execute a Withdrawal Certificate in the form of Annex A hereto dated as of [ ] and attach thereto a Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit C hereto and (ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the Class B Escrow Agent.

The Company hereby instructs each Applicable Pass Through Trustee to (i) purchase Equipment Notes of a series and in an amount set forth opposite such Applicable Pass Through Trustee in clause (3) above with a portion of the proceeds of the withdrawals of Deposits referred to in the applicable Notice of Purchase Withdrawal referred to above and (ii) re-deposit with the Depositary the excess, if any, of the amount so withdrawn over the purchase price of such Equipment Notes.

The Company hereby instructs each Applicable Pass Through Trustee to (a) enter into the Participation Agreement [ ] dated as of [ ] among the Company, as Owner, and Wilmington Trust, National Association, as Mortgagee, Subordination Agent and each Applicable Pass Through Trustee, (b) perform its obligations thereunder and (c) deliver such certificates, documents and legal opinions relating to such Applicable Pass Through Trustee as required thereby.

-3-


Yours faithfully,

United Airlines, Inc.

By:
		Name: Title:

SCHEDULE A

Wilmington Trust, National Association, as

Pass Through Trustee, Class B Pass Through Trustee, Subordination

Agent, Paying Agent and Class B Paying Agent

0000 Xxxxx Xxxxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxx 00000-0000

Attention: Corporate Trust Administration

Facsimile: (000) 000-0000

U.S. Bank National Association,

as Escrow Agent and Class B Escrow Agent

Boston, MA Office

One Federal Street, 3rd Floor

EX-MA-FED

Xxxxxx, XX 00000

Attention: Xxxxx X. Xxxxxxxx

Facsimile: (000) 000-0000

Sumitomo Mitsui Banking Corporation,

acting through its New York Branch, as Depositary,

000 Xxxx Xxxxxx

Xxx Xxxx, XX 00000,

Attention: BCDAD-Agency & Special Product Services

E-mail: XxxxxxXxxxxxxx@xxxxxxxxx.xxx and XXXXXXxxxxxxXxxxxxxx@xxxxxxxxx.xxx

Xxxxx’x Investors Service, Inc.

7 World Trade Center at 000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxxx Xxxx

Facsimile: 000-000-0000

Fitch Ratings, Inc.

0 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxx Xxxxxxx

Facsimile: (000) 000-0000

Annex A

WITHDRAWAL CERTIFICATE

(Class )

U.S. Bank National Association,

as Escrow Agent

Ladies and Gentlemen:

Reference is made to the Escrow and Paying Agent Agreement, dated as of September 13, 2019 (the “Agreement”). We hereby certify to you that the conditions to the obligations of the undersigned to execute a Participation Agreement pursuant to the Note Purchase Agreement have been satisfied. Pursuant to Section 1.02(c) of the Agreement, please execute the attached Notice of Purchase Withdrawal and immediately transmit by E-mail to the Depositary, at XxxxxxXxxxxxxx@xxxxxxxxx.xxx and XXXXXXxxxxxxXxxxxxxx@xxxxxxxxx.xxx (Attention: BCDAD-Agency & Special Product Services).

Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.


Very truly yours,

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Applicable Pass Through Trustee for the above-referenced Class



By:
		Name: Title:

Dated: As of [ ]

Exhibit A

NOTICE OF PURCHASE WITHDRAWAL

Sumitomo Mitsui Banking Corporation,

acting through its New York Branch, as Depositary,

000 Xxxx Xxxxxx

Xxx Xxxx, XX 00000,

Attention: BCDAD-Agency & Special Product Services

E-mail: XxxxxxXxxxxxxx@xxxxxxxxx.xxx; XXXXXXxxxxxxXxxxxxxx@xxxxxxxxx.xxx

Ladies and Gentlemen:

Reference is made to the Deposit Agreement (Class AA) dated as of September 13, 2019 (the “Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as Depositary (the “Depositary”).

In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[ ], Account No. [ ].

The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to Wilmington Trust, National Association, Account No. [ ], ABA No. 000-000-000, Account Name: United Airlines 2019-2 EETC, Reference: [ ] on [ ].

U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent



By
		Name:
		Title:

Dated: As of [ ]

Exhibit B

NOTICE OF PURCHASE WITHDRAWAL

Sumitomo Mitsui Banking Corporation,

acting through its New York Branch, as Depositary,

000 Xxxx Xxxxxx

Xxx Xxxx, XX 00000,

Attention: BCDAD-Agency & Special Product Services

E-mail: XxxxxxXxxxxxxx@xxxxxxxxx.xxx; XXXXXXxxxxxxXxxxxxxx@xxxxxxxxx.xxx

Ladies and Gentlemen:

Reference is made to the Deposit Agreement (Class A) dated as of September 13, 2019 (the “Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as Depositary (the “Depositary”).

In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[ ], Account No. [ ].

U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent



By
		Name:
		Title:

Dated: As of [ ]

Exhibit C

NOTICE OF PURCHASE WITHDRAWAL

Sumitomo Mitsui Banking Corporation,

acting through its New York Branch, as Depositary,

000 Xxxx Xxxxxx

Xxx Xxxx, XX 00000,

Attention: BCDAD-Agency & Special Product Services

E-mail: XxxxxxXxxxxxxx@xxxxxxxxx.xxx; XXXXXXxxxxxxXxxxxxxx@xxxxxxxxx.xxx

Ladies and Gentlemen:

Reference is made to the Deposit Agreement (Class B) dated as of September 13, 2019 (the “Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as Depositary (the “Depositary”).

In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[ ], Account No. [ ].

U.S. BANK NATIONAL ASSOCIATION,

as Class B Escrow Agent



By
		Name:
		Title:

Dated: As of [ ]

EXHIBIT C TO NOTE PURCHASE AGREEMENT

TRUST INDENTURE AND MORTGAGE [ ]

Dated as of [ ]

between

UNITED AIRLINES, INC.,

Owner,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

not in its individual capacity,

except as expressly stated herein,

but solely as Mortgagee,

Mortgagee

EQUIPMENT NOTES COVERING

ONE [BOEING][EMBRAER] [ ] AIRCRAFT

BEARING U.S. REGISTRATION XXXX N[ ]

AND MANUFACTURER’S SERIAL NO. [ ]

TABLE OF CONTENTS


	Page
GRANTING CLAUSE		1

ARTICLE I DEFINITIONS		4

ARTICLE II THE EQUIPMENT NOTES		4

SECTION 2.01. Form of Equipment Notes		4
SECTION 2.02. Issuance and Terms of Equipment Notes		11
SECTION 2.03. [Intentionally Omitted]		13
SECTION 2.04. Method of Payment		13
SECTION 2.05. Application of Payments		15
SECTION 2.06. Termination of Interest in Collateral		16
SECTION 2.07. Registration Transfer and Exchange of Equipment Notes		16
SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Equipment Notes		17
SECTION 2.09. Payment of Expenses on Transfer; Cancellation		18
SECTION 2.10. Mandatory Redemptions of Equipment Notes		18
SECTION 2.11. Voluntary Redemptions of Equipment Notes		18
SECTION 2.12. Redemptions; Notice of Redemption		19
SECTION 2.13. Subordination		20

ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF PAYMENTS		21

SECTION 3.01. Basic Distributions		21
SECTION 3.02. Event of Loss; Replacement; Optional Redemption		22
SECTION 3.03. Payments After Event of Default		23
SECTION 3.04. Certain Payments		26
SECTION 3.05. Other Payments		27
SECTION 3.06. Cooperation		27
SECTION 3.07. Securities Account		27

ARTICLE IV COVENANTS OF THE OWNER		28

SECTION 4.01. Liens		28
SECTION 4.02. Possession, Operation and Use, Maintenance, Registration and Markings		28
SECTION 4.03. Inspection		33
SECTION 4.04. Replacement and Pooling of Parts, Alterations, Modifications and Additions; Substitution Rights		34
SECTION 4.05. Loss, Destruction or Requisition		40
SECTION 4.06. Insurance		44
SECTION 4.07. Merger of Owner		45

ARTICLE V EVENTS OF DEFAULT; REMEDIES OF MORTGAGEE		46

SECTION 5.01. Event of Default		46
SECTION 5.02. Remedies		47

TABLE OF CONTENTS

(continued)


	Page
SECTION 5.03. Return of Aircraft, Etc.		48
SECTION 5.04. Remedies Cumulative		49
SECTION 5.05. Discontinuance of Proceedings		50
SECTION 5.06. Waiver of Past Defaults		50
SECTION 5.07. Appointment of Receiver		50
SECTION 5.08. Mortgagee Authorized to Execute Bills of Sale, Etc.		50
SECTION 5.09. Rights of Note Holders to Receive Payment		51

ARTICLE VI DUTIES OF THE MORTGAGEE		51

SECTION 6.01. Notice of Event of Default		51
SECTION 6.02. Action Upon Instructions; Certain Rights and Limitations		51
SECTION 6.03. Indemnification		52
SECTION 6.04. No Duties Except as Specified in Trust Indenture or Instructions		52
SECTION 6.05. No Action Except Under Trust Indenture or Instructions		53
SECTION 6.06. Investment of Amounts Held by Mortgagee		53

ARTICLE VII THE MORTGAGEE		53

SECTION 7.01. Acceptance of Trusts and Duties		53
SECTION 7.02. Absence of Duties		54
SECTION 7.03. No Representations or Warranties as to Aircraft or Documents		54
SECTION 7.04. No Segregation of Monies; No Interest		54
SECTION 7.05. Reliance; Agreements; Advice of Counsel		55
SECTION 7.06. Compensation		55
SECTION 7.07. Instructions from Note Holders		55

ARTICLE VIII INDEMNIFICATION		56

SECTION 8.01. Scope of Indemnification		56

ARTICLE IX SUCCESSOR AND SEPARATE TRUSTEES		56

SECTION 9.01. Resignation of Mortgagee; Appointment of Successor		56
SECTION 9.02. Appointment of Additional and Separate Trustees		57

ARTICLE X SUPPLEMENTS AND AMENDMENTS TO THIS TRUST INDENTURE AND OTHER DOCUMENTS		59

SECTION 10.01. Instructions of Majority; Limitations		59
SECTION 10.02. Mortgagee Protected		60
SECTION 10.03. Documents Mailed to Note Holders		60
SECTION 10.04. No Request Necessary for Trust Indenture Supplement		61

TABLE OF CONTENTS

(continued)


	Page
ARTICLE XI MISCELLANEOUS		61

SECTION 11.01. Termination of Trust Indenture		61
SECTION 11.02. No Legal Title to Collateral in Note Holders		61
SECTION 11.03. Sale of Aircraft by Mortgagee Is Binding		61
SECTION 11.04. Trust Indenture for Benefit of Owner, Mortgagee, Note Holders and the other Indenture Indemnitees		62
SECTION 11.05. Notices		62
SECTION 11.06. Severability		62
SECTION 11.07. No Oral Modification or Continuing Waivers		62
SECTION 11.08. Successors and Assigns		63
SECTION 11.09. Headings		63
SECTION 11.10. Normal Commercial Relations		63
SECTION 11.11. Governing Law; Counterpart Form		63
SECTION 11.12. Voting By Note Holders		63
SECTION 11.13. Bankruptcy		63


ANNEX A		Definitions
ANNEX B		Insurance
EXHIBIT A		Form of Trust Indenture and Mortgage Supplement
SCHEDULE I		Equipment Notes Amortization and Interest Rates

iii

TRUST INDENTURE AND MORTGAGE [ ]

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

W I T N E S S E T H

WHEREAS, all capitalized terms used herein shall have the respective meanings set forth or referred to in Article I hereof;

WHEREAS, the parties hereto desire by this Trust Indenture, among other things, (i) to provide for the issuance by the Owner of the Series of Equipment Notes specified on Schedule I hereto, and the possible issuance of Additional Series, and (ii) to provide for the assignment, mortgage and pledge by the Owner to the Mortgagee, as part of the Collateral hereunder, among other things, of all of the Owner’s right, title and interest in and to the Aircraft and, except as hereinafter expressly provided, all payments and other amounts received hereunder in accordance with the terms hereof, as security for, among other things, the Owner’s obligations to the Note Holders and the Indenture Indemnitees;

WHEREAS, all things have been done to make the Equipment Notes of the Series listed on Schedule I hereto, when executed by the Owner and authenticated and delivered by the Mortgagee hereunder, the valid, binding and enforceable obligations of the Owner; and

WHEREAS, all things necessary to make this Trust Indenture the valid, binding and legal obligation of the Owner for the uses and purposes herein set forth, in accordance with its terms, have been done and performed and have happened;

GRANTING CLAUSE

NOW, THEREFORE, THIS TRUST INDENTURE AND MORTGAGE WITNESSETH, that, to secure the prompt payment of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to, all Equipment Notes from time to time outstanding hereunder according to their tenor and effect and to secure the performance and observance by the Owner of all the agreements, covenants and provisions contained herein and in the Participation Agreement and in the Equipment Notes and to secure the Related Secured Obligations and the performance and observance by the Owner of all agreements, covenants and provisions contained in the Related Equipment Notes, for the benefit of the Note Holders and each of the Indenture Indemnitees, and in consideration of the premises and of the covenants herein contained, and of the acceptance of the Equipment Notes and the Related Equipment Notes by the holders thereof, and for other good and valuable consideration the receipt and adequacy whereof are hereby acknowledged, the Owner has granted, bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and confirmed, and does hereby grant, bargain, sell, assign, transfer, convey, mortgage, pledge and confirm, unto the Mortgagee, its successors in trust and assigns, for the security and benefit of, the Note Holders and each of the

Indenture Indemnitees, a first priority security interest and, in the case of the Airframe and Engines, an International Interest in and mortgage lien on all right, title and interest of the Owner in, to and under the following described property, rights and privileges, whether now or hereafter acquired (which, collectively, together with all property hereafter specifically subject to the Lien of this Trust Indenture by the terms hereof or any supplement hereto, are included within, and are referred to as, the “Collateral”), to wit:

(1) The Airframe which is one [Boeing][Embraer] [ ] aircraft with the FAA Registration number of N[ ] and the manufacturer’s serial number of [ ] and two Engines, each of which Engines is a [ ] jet propulsion aircraft engine with at least 1750 lb. of thrust, with the manufacturer’s serial numbers of [ ] and [ ] (such Airframe and Engines more particularly described in the Trust Indenture Supplement executed and delivered as provided herein) as the same is now and will hereafter be constituted, whether now owned by the Owner or hereafter acquired, and in the case of such Engines, whether or not any such Engine shall be installed in or attached to the Airframe or any other airframe, together with (a) all Parts of whatever nature, which are from time to time included within the definitions of “Airframe” or “Engines”, whether now owned or hereafter acquired, including all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Airframe and Engines (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts) and (b) all Aircraft Documents;

(2) The Purchase Agreement and the Bills of Sale to the extent the same relate to continuing rights of the Owner in respect of any warranty, indemnity or agreement, express or implied, as to title, materials, workmanship, design or patent infringement or related matters with respect to the Airframe or the Engines (reserving to the Owner, however, all of the Owner’s other rights and interest in and to the Purchase Agreement) together with all rights, powers, privileges, options and other benefits of the Owner thereunder (subject to such reservation) with respect to the Airframe or the Engines, including, without limitation, the right to make all waivers and agreements, to give and receive all notices and other instruments or communications, to take such action upon the occurrence of a default thereunder, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted thereby or by law, and to do any and all other things which the Owner is or may be entitled to do thereunder (subject to such reservation), subject, with respect to the Purchase Agreement, to the terms and conditions of the Consent and Agreement and the Engine Consent and Agreement;

(3) All proceeds with respect to the requisition of title to or use of the Aircraft or any Engine by any Government Entity or from the sale or other disposition of the Aircraft, the Airframe, any Engine or other property described in any of these Granting Clauses by the Mortgagee pursuant to the terms of this Trust Indenture, and all insurance proceeds with respect to the Aircraft, the Airframe, any Engine or any part thereof, but excluding any insurance maintained by the Owner and not required under Section 4.06;

(4) All rents, revenues and other proceeds collected by the Mortgagee pursuant to paragraph (v) of clause “Third” of Section 3.03 and Section 5.03(b) and all monies and securities from time to time deposited or required to be deposited with the Mortgagee by or for the account of the Owner pursuant to any terms of this Trust Indenture held or required to be held by the Mortgagee hereunder, including the Securities Account and all monies and securities deposited into the Securities Account; and

(5) All proceeds of the foregoing.

PROVIDED, HOWEVER, that notwithstanding any of the foregoing provisions, so long as no Event of Default shall have occurred and be continuing, (a) the Mortgagee shall not take or cause to be taken any action contrary to the Owner’s right hereunder to quiet enjoyment of the Airframe and Engines, and to possess, use, retain and control the Airframe and Engines and all revenues, income and profits derived therefrom, and (b) the Owner shall have the right, to the exclusion of the Mortgagee, with respect to the Indenture Agreements, to exercise in the Owner’s name all rights and powers of the Owner under the Indenture Agreements (other than to amend, modify or waive any of the warranties or indemnities contained therein, except in the exercise of the Owner’s reasonable business judgment) and to retain any recovery or benefit resulting from the enforcement of any warranty or indemnity under the Indenture Agreements; and provided further that, notwithstanding the occurrence or continuation of an Event of Default, the Mortgagee shall not enter into any amendment of any Indenture Agreement which would increase the obligations of the Owner thereunder.

TO HAVE AND TO HOLD all and singular the aforesaid property unto the Mortgagee, and its successors and assigns, in trust for the equal and proportionate benefit and security of the Note Holders and the Indenture Indemnitees, except as provided in Section 2.13 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other, or any Related Equipment Note over any other, by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in clauses (1) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture.

It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand, receive, compound and give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder.

The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests, International Interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted.

IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used but not defined herein shall have the respective meanings set forth or incorporated by reference, and shall be construed in the manner described, in Annex A hereto.

ARTICLE II

THE EQUIPMENT NOTES

SECTION 2.01. Form of Equipment Notes

The Equipment Notes shall be substantially in the form set forth below:

THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE

SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE

SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY

NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH

APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS

AVAILABLE.

UNITED AIRLINES, INC.

SERIES [ ] EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH THE [BOEING][EMBRAER] MODEL [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[ ]


No.	Date: [ , ]



INTEREST RATE		MATURITY DATE

[ ]		[ ]

UNITED AIRLINES, INC., a Delaware corporation (“Owner”), hereby promises to pay to , or the registered assignee thereof, the principal sum of $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semi-annual installments commencing on [ ]¹ and thereafter on [May 1 and November 1]² of each year, to and including [ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage [ ] dated as of [ ], between the Owner and Wilmington Trust, National Association (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture.

1.	Insert first May 1 or November 1 after the Closing Date, excluding November 1, 2019.

2.	Correct order, if necessary.

This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise).

There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture.

The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation.

The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of Make-Whole Amount, if any, and any other amount (other than as covered by any of the following clauses) due hereunder or under the Trust Indenture, second, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, third, to the payment of the Original Amount of this Equipment Note then due, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity.

This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner pursuant to the terms of the Trust Indenture. The Collateral is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture and the Related Indentures. Reference is hereby made to the Trust Indenture and the Related Indentures for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each of the Related Indentures) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note.

As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same.

Prior to due presentment for registration of transfer of this Equipment Note, the Owner and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner nor the Mortgagee shall be affected by notice to the contrary.

This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 5.02 of the Trust Indenture.

This Equipment Note is subject to certain restrictions set forth in Sections 4.1(a)(i) and 4.1(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Trust Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note.

[The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series AA Equipment Notes and Related Series AA Equipment Notes]³ [Series AA Equipment Notes, Series A Equipment Notes, Related Series AA Equipment Notes and Related Series A Equipment Notes]⁴ [Series AA Equipment Notes, Series A Equipment Notes, Series B Equipment Notes, Related Series AA Equipment Notes, Related Series A Equipment Notes and Related Series B Equipment Notes]⁵, and certain other Secured Obligations, and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]⁶

Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

3.	To be inserted in the case of a Series A Equipment Note.

4.	To be inserted in the case of a Series B Equipment Note.

5.	To be inserted in the case of an Additional Series Equipment Note.

6.	To be inserted for each Equipment Note other than any Series AA Equipment Note.

THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

* * *

IN WITNESS WHEREOF, the Owner has caused this Equipment Note to be executed in its corporate name by its officer thereunto duly authorized on the date hereof.


		UNITED AIRLINES, INC.

		By:
		Name:
		Title:

MORTGAGEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Equipment Notes referred to in the within-mentioned Trust Indenture.


		WILMINGTON TRUST, NATIONAL ASSOCIATION, as Mortgagee

		By:
		Name:
		Title:

SCHEDULE I

EQUIPMENT NOTE AMORTIZATION


Payment Date		Percentage of Original Amount to Be Paid

[SEE SCHEDULE I TO TRUST INDENTURE

WHICH IS INSERTED UPON ISSUANCE]

* * *

SECTION 2.02. Issuance and Terms of Equipment Notes

The Equipment Notes (other than the Additional Series Equipment Notes) shall be dated the Closing Date, shall be issued in three separate series consisting of Series AA, Series A and Series B and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the Closing Date, each Series specified in Schedule I shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustee under the Applicable Pass Through Trust Agreement. 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 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 A Equipment Notes or 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 [ ], 20[ ]⁷, and on each [May 1 and November 1]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 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. 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, 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.

7.	Insert first May 1 or November 1 after the Closing Date, excluding November 1, 2019.

8.	Correct order, if necessary.

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 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 AA Equipment Notes, 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 AA Equipment Notes”, “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 AA Equipment Notes”, “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 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 AA Equipment Notes, 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 AA Equipment Notes”, “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) Owner’s pro rata share of all compensation and reimbursement of expenses, disbursements and advances payable by Owner under the Pass Through Trust Agreements, (c) 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 Owner requests any amendment to any Operative Agreement or Pass Through Agreement, 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 payable by the Pass Through Trustees under the Escrow Agreements. As used herein, “Owner’s pro rata share” means as of any time a fraction, the numerator of which is the principal balance then outstanding of Equipment Notes and the denominator of which is the aggregate principal balance then outstanding of all “Equipment Notes” (as each such term is defined in each of the Operative Indentures). For purposes of this paragraph, the terms “Applied Downgrade Advance”, “Applied Non-Extension Advance”, “Applied Special Termination Advance”, “Downgrade Advance”, “Final Advance”, “Investment Earnings”, “Non-Extension Advance”, “Special Termination Advance” and “Unpaid Advance” shall have the meanings specified in each Liquidity Facility.

The Equipment Notes shall be executed on behalf of the Owner by one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at any time the proper officers of the Owner shall bind the Owner, 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 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 signed by an authorized officer of the Owner. 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.

The aggregate Original 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).

SECTION 2.03. [Intentionally Omitted]

SECTION 2.04. Method of Payment

(a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 PM, New York time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein, and payment of such amount by the Owner to the Mortgagee shall be deemed to satisfy the Owner’s obligation to make such payment. The Owner shall not have any responsibility for the distribution of such payment to any Note Holder.

Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner), all amounts paid by the Owner hereunder and under such holder’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 PM, New York time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule 1 thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

(b) The Mortgagee, as agent for the Owner, shall exclude and withhold at the appropriate rate from each payment of Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due hereunder or under each Equipment Note (and such exclusion and withholding shall constitute payment in respect of such Equipment Note) any and all United States withholding taxes, including, without limitation, any such withholding taxes imposed under FATCA applicable thereto as required by Law. The Mortgagee agrees to act as such withholding agent and, in connection therewith, whenever any present or future United States taxes or similar charges are required to be withheld with respect to any amounts payable hereunder or in respect of the Equipment Notes, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Note Holders, that it will file any necessary United States withholding tax returns or statements when due, and that as promptly as possible after the payment thereof it will deliver to each Note Holder (with a copy to the Owner) appropriate receipts showing the payment thereof, together with such additional documentary evidence as any such Note Holder may reasonably request from time to time.

If a Note Holder which is a Non-U.S. Person has furnished to the Mortgagee a properly completed, accurate and currently effective U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E (or such successor form or forms as may be required by the United States Treasury Department) during the calendar year in which the payment hereunder or under the Equipment Note(s) held by such holder is made (but prior to the making of such payment), or in either of the two preceding calendar years, and has not notified the Mortgagee of the withdrawal or inaccuracy of such form prior to the date of such payment (and the Mortgagee has no reason to believe that any information set forth in such form is inaccurate), the Mortgagee shall withhold only the amount, if any, required by Law (after taking into account any applicable exemptions properly claimed by the Note Holder) to be withheld from payments hereunder or under the Equipment Notes held by such holder in respect of United States federal income tax, including any amounts required to be withheld under FATCA. If a Note Holder (x) which is a Non-U.S. Person has furnished to the Mortgagee a properly completed, accurate and currently effective U.S. Internal Revenue Service Form W-8ECI in duplicate (or such successor certificate, form or forms as may be required by the United States Treasury Department as necessary in order to properly avoid withholding of United States federal income tax), for each calendar year in which a payment is made (but prior to the making of any payment for such year), and has not notified the Mortgagee of the withdrawal or inaccuracy of such certificate or form prior to the date of such payment (and the Mortgagee has no reason to believe that any information set forth in such form is inaccurate) or (y) which is a U.S. Person has furnished to the Mortgagee a properly completed, accurate and currently effective U.S. Internal Revenue Service Form W-9, if applicable, prior to a payment hereunder or under the Equipment Notes held by such holder, no amount shall be withheld from payments in respect of United States federal income tax. If any Note Holder has notified the Mortgagee that any of the foregoing forms or certificates is withdrawn or inaccurate, or if such holder has not filed a form claiming an exemption from United States withholding tax or if the Code or the regulations thereunder or the administrative interpretation thereof is at any time after the date hereof amended to require such withholding of United States federal income taxes from payments under the Equipment Notes held by such holder, the Mortgagee agrees to withhold from each payment due to the relevant Note Holder withholding taxes at the appropriate rate under Law and will, on a timely basis as more fully provided above, deposit such amounts with an authorized depository and make such returns, statements, receipts and other documentary evidence in connection therewith as required by Law.

Owner shall not have any liability for the failure of the Mortgagee to withhold taxes in the manner provided for herein or for any false, inaccurate or untrue evidence provided by any Note Holder hereunder.

SECTION 2.05. Application of Payments

In the case of each Equipment Note, each payment of Original Amount, Make-Whole Amount, if any, and interest due thereon shall be applied:

First: to the payment of Make-Whole Amount, if any, with respect to such Equipment Note and any other amount (other than as covered by any of the following clauses) due hereunder or under such Equipment Note;

Second: to the payment of accrued interest on such Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, and to the extent permitted by Law, any overdue interest and any other overdue amounts thereunder) to the date of such payment;

Third: to the payment of the Original Amount of such Equipment Note (or a portion thereof) then due thereunder; and

Fourth: the balance, if any, remaining thereafter, to the payment of the Original Amount of such Equipment Note remaining unpaid (provided that such Equipment Note shall not be subject to redemption except as provided in Sections 2.10, 2.11 and 2.12 hereof).

The amounts paid pursuant to clause “Fourth” above shall be applied to the installments of Original Amount of such Equipment Note in the inverse order of their scheduled maturity.

SECTION 2.06. Termination of Interest in Collateral

No Note Holder nor any other Indenture Indemnitee shall, as such, have any further interest in, or other right with respect to, the Collateral when and if the Original Amount of, Make-Whole Amount, if any, and interest on and other amounts due under all Equipment Notes held by such Note Holder and all other sums then due and payable to such Note Holder, such Indenture Indemnitee or the Mortgagee hereunder (including, without limitation, under the third paragraph of Section 2.02 hereof) and under the other Operative Agreements by the Owner and all Related Secured Obligations (collectively, the “Secured Obligations”) shall have been paid in full.

SECTION 2.07. Registration Transfer and Exchange of Equipment Notes

The Mortgagee shall keep a register (the “Equipment Note Register”) in which the Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Mortgagee. The Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note, the Owner shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same Series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes

which the Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer, shall (if so required by the Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder’s attorney duly authorized in writing, and the Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act, and the securities Laws of any applicable state. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Owner shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, (i) agrees to the provisions of this Trust Indenture and the Participation Agreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.1(a)(i) and 4.1(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction, or otherwise authorize, the Mortgagee to take any action that would violate Sections 4.1(a)(i) or 4.1(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Equipment Notes

If any Equipment Note shall become mutilated, destroyed, lost or stolen, the Owner shall, upon the written request of the holder of such Equipment Note, execute and the Mortgagee shall authenticate and deliver in replacement thereof a new Equipment Note, payable in the same Original Amount dated the same date and captioned as issued in connection with the Aircraft. If the Equipment Note being replaced has become mutilated, such Equipment Note shall be surrendered to the Mortgagee and a photocopy thereof shall be furnished to the Owner.

If the Equipment Note being replaced has been destroyed, lost or stolen, the holder of such Equipment Note shall furnish to the Owner and the Mortgagee such security or indemnity as may be required by them to save the Owner and the Mortgagee harmless and evidence satisfactory to the Owner and the Mortgagee of the destruction, loss or theft of such Equipment Note and of the ownership thereof. If a “qualified institutional buyer” of the type referred to in paragraph (a)(1)(i)(A), (B), (D) or (E) of Rule 144A under the Securities Act (a “QIB”) is the holder of any such destroyed, lost or stolen Equipment Note, then the written indemnity of such QIB, signed by an authorized officer thereof, in favor of, delivered to and in form reasonably satisfactory Owner shall be accepted as satisfactory indemnity and security and no further indemnity or security shall be required as a condition to the execution and delivery of such new Equipment Note. Subject to compliance by the Note Holder with the requirements set forth in this Section 2.08, Mortgagee and Owner shall use all reasonable efforts to issue new Equipment Notes within 10 Business Days of the date of the written request therefor from the Note Holder.

SECTION 2.09. Payment of Expenses on Transfer; Cancellation

(a) No service charge shall be made to a Note Holder for any registration of transfer or exchange of Equipment Notes, but the Mortgagee, as Equipment Note Registrar, may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Equipment Notes.

(b) The Mortgagee shall cancel all Equipment Notes surrendered for replacement, redemption, transfer, exchange, payment or cancellation and shall destroy the canceled Equipment Notes.

SECTION 2.10. Mandatory Redemptions of Equipment Notes

On the date on which the Owner is required pursuant to Section 4.05 hereof to make payment for an Event of Loss with respect to the Airframe, all of the Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid Original Amount thereof, together with all accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or then due and payable to the Note Holders but without Make-Whole Amount.

SECTION 2.11. Voluntary Redemptions of Equipment Notes

(a) All (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and the Note Holders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or then due and payable to the Note Holders plus Make-Whole Amount, if any, provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, Related Series A Equipment Notes, and Related Series B Equipment Notes shall also be redeemed.

(b) All (but not less than all) of the Series A Equipment Notes may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and the Note Holders of such Series, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or then due and payable to the Note Holders of such Series plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(b) unless simultaneously with such redemption, the Related Series A Equipment Notes shall also be redeemed.

(c) All (but not less than all) of the Series B Equipment Notes may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and the Note Holders of such Series, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or then due and payable to the Note Holders of such Series plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(c) unless simultaneously with such redemption, the Related Series B Equipment Notes shall also be redeemed.

SECTION 2.12. Redemptions; Notice of Redemption

(a) No redemption of any Equipment Note may be made except to the extent and in the manner expressly permitted by this Trust Indenture. No purchase of any Equipment Note may be made by the Mortgagee.

(b) Notice of redemption with respect to the Equipment Notes shall be given by the Mortgagee by first-class mail, postage prepaid, mailed not less than 20 nor more than 60 days prior to the applicable redemption date, to each Note Holder of such Equipment Notes to be redeemed, at such Note Holder’s address appearing in the Equipment Note Register; provided that such notice shall be revocable by written notice from the Owner to Mortgagee given not later than three days prior to the redemption date. All notices of redemption shall state: (1) the redemption date, (2) the applicable basis for determining the redemption price, (3) that on the redemption date, the redemption price will become due and payable upon each such Equipment Note, and that, if any such Equipment Notes are then outstanding, interest on such Equipment Notes shall cease to accrue on and after such redemption date, and (4) the place or places where such Equipment Notes are to be surrendered for payment of the redemption price.

(c) On or before the redemption date, the Owner (or any person on behalf of the Owner) shall, to the extent an amount equal to the redemption price for the Equipment Notes to be redeemed on the redemption date shall not then be held by the Mortgagee, deposit or cause to be deposited with the Mortgagee by 12:30 PM New York time on the redemption date in immediately available funds the redemption price of the Equipment Notes to be redeemed.

(d) Notice of redemption having been given as aforesaid, the Equipment Notes to be redeemed shall, on the redemption date, become due and payable at the Corporate Trust Office of the Mortgagee or at any office or agency maintained for such purposes pursuant to Section 2.07, and from and after such redemption date (unless there shall be a default in the payment of the redemption price) any such Equipment Notes then outstanding shall cease to bear interest. Upon surrender of any such Equipment Note for redemption in accordance with said notice, such Equipment Note shall be redeemed at the redemption price. If any Equipment Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal amount thereof shall, until paid, continue to bear interest from the applicable redemption date at the interest rate in effect for such Equipment Note as of such redemption date.

SECTION 2.13. Subordination

(a) The Owner, each Note Holder (by acceptance of its Equipment Notes of any Series) and each Related Note Holder (by acceptance of its Related Equipment Notes), hereby agree that no payment or distribution shall be made on or in respect of the Secured Obligations owed to such Note Holder of such Series or owed to such Related Note Holder, including any payment or distribution of cash, property or securities after the commencement of a proceeding of the type referred to in Section 5.01(v), (vi) or (vii) hereof, except as expressly provided in Article III hereof.

(b) By the acceptance of its Equipment Notes of any Series (other than Series AA), each Note Holder of such Series agrees that in the event that such Note Holder, in its capacity as a Note Holder, shall receive any payment or distribution on any Secured Obligations in respect of such Series which it is not entitled to receive under this Section 2.13 or Article III hereof, it will hold any amount so received in trust for the Senior Holder (as defined in Section 2.13(c) hereof) and will forthwith turn over such payment to the Mortgagee in the form received to be applied as provided in Article III hereof. By the acceptance of its Related Equipment Notes (other than Related Series AA Equipment Notes), each Related Note Holder agrees that in the event that such Related Note Holder, in its capacity as a Related Note Holder, shall receive any payment or distribution pursuant to this Trust Indenture on any Related Secured Obligations which it is not entitled to receive under this Section 2.13 or Article III hereof, it will hold any amount so received in trust for the Senior Holder (as defined in Section 2.13(c) hereof) and will forthwith turn over such payment to the Mortgagee in the form received to be applied as provided in Article III hereof.

(c) As used in this Section 2.13, the term “Senior Holder” shall mean (i) the Note Holders of Series AA Equipment Notes and Related Note Holders of the Related Series AA Equipment Notes until the Secured Obligations in respect of Series AA Equipment Notes and Related Series AA Equipment Notes have been paid in full, (ii) after the Secured Obligations in respect of Series AA Equipment Notes and Related Series AA Equipment Notes have been paid in full, the Note Holders of Series A Equipment Notes and Related Note Holders of the Related Series A Equipment Notes until the Secured Obligations in respect of Series A Equipment Notes and Related Series A Equipment Notes have been paid in full, (iii) after the Secured Obligations in respect of Series A Equipment Notes and Related Series A Equipment Notes have been paid in full, the Note

Holders of Series B Equipment Notes and Related Note Holders of the Related Series B Equipment Notes until the Secured Obligations in respect of the Series B Equipment Notes and the Related Series B Equipment Notes have been paid in full, and (iv) after the Secured Obligations in respect of the Series B Equipment Notes and Related Series B Equipment Notes have been paid in full, (and except as otherwise provided in an amendment to this Trust Indenture pursuant to Section 10.01(b) hereof), the Note Holders of the Additional Series Equipment Notes, if issued, and Related Note Holders of the Related Additional Series Equipment Notes, if issued, until the Secured Obligations in respect of the Additional Series Equipment Notes and Related Additional Series Equipment Notes have been paid in full.

ARTICLE III

RECEIPT, DISTRIBUTION AND APPLICATION OF PAYMENTS

SECTION 3.01. Basic Distributions

Except as otherwise provided in Sections 3.02 and 3.03 hereof, each periodic payment of principal or interest on the Equipment Notes received by the Mortgagee shall be promptly distributed in the following order of priority:


		(i)		so much of such payment as shall be required to pay in full the aggregate amount of the payment or payments of Original Amount and interest (as well as any interest on any overdue Original Amount and, to the extent permitted by Law, on any overdue interest) then due under all Series AA Equipment Notes shall be distributed to the Note Holders of Series AA ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series AA Equipment Note bears to the aggregate amount of the payments then due under all Series AA Equipment Notes;

		(ii)		after giving effect to paragraph (i) above, so much of such payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Original Amount and interest (as well as any interest on any overdue Original Amount and, to the extent permitted by Law, on any overdue interest) then due under all Series A Equipment Notes shall be distributed to the Note Holders of Series A ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series A Equipment Note bears to the aggregate amount of the payments then due under all Series A Equipment Notes;

		(iii)		after giving effect to paragraph (ii) above, so much of such payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Original Amount and interest (as well as any interest on any overdue Original Amount and, to the extent permitted by Law, on any overdue interest) then due under all Series B Equipment Notes shall be distributed to the Note Holders of Series B ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series B Equipment Note bears to the aggregate amount of the payments then due under all Series B Equipment Notes; and


		(iv)		after giving effect to paragraph (iii) above (and except as otherwise provided in an amendment to this Trust Indenture pursuant to Section 10.01(b) hereof), so much of such payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Original Amount and interest (as well as any interest on any overdue Original Amount and, to the extent permitted by Law, on any overdue interest) then due under all Additional Series Equipment Notes shall be distributed to the Note Holders of Additional Series ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Additional Series Equipment Note bears to the aggregate amount of the payments then due under all Additional Series Equipment Notes.

SECTION 3.02. Event of Loss; Replacement; Optional Redemption

Except as otherwise provided in Section 3.03 hereof, any payments received by the Mortgagee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 hereof shall be applied to redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority:


First,		(a) to reimburse the Mortgagee and the Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Owner, under the Operative Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clauses “Second” and “Third” below) to the Mortgagee, the Note Holders and the other Indenture Indemnitees under this Trust Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);

Second,	(i)	to pay the amounts specified in paragraph (i) of clause “Third” of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;

	(ii)	after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause “Third” of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;

	(iii)	after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders; and


	(iv)	after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Additional Series Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;

Third,	(i)	to pay the amounts specified in paragraph (i) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series AA Equipment Notes;

	(ii)	after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series A Equipment Notes;

	(iii)	after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series B Equipment Notes; and

	(iv)	after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause “Third” of Section 3.03 then due and payable in respect of the Related Additional Series Equipment Notes; and

Fourth,		as provided in clause “Fourth” of Section 3.03 hereof;

provided, however, that if a Replacement Airframe or Replacement Engine shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to the Mortgagee shall be held by the Mortgagee as permitted by Section 7.04 hereof (provided that such moneys shall be invested as provided in Section 6.06 hereof) as additional security for the obligations of Owner under Operative Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to the Owner at the Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, further, however, in the case of a redemption of Equipment Notes pursuant to Section 2.11(b) or Section 2.11(c), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraph in clause “Second” above that refers to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

SECTION 3.03. Payments After Event of Default

Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Article V hereof) after an Event of Default shall

have occurred and be continuing, as well as all payments or amounts then held by the Mortgagee as part of the Collateral, shall be promptly distributed by the Mortgagee in the following order of priority:


First,		so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTNA for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 5.03(b) hereof) incurred by the Mortgagee or WTNA (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTNA or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTNA or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTNA and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTNA or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and Third below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder;

Second,		so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 6.03 hereof;

Third,	(i)	so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series AA Equipment Notes to the date of distribution and all other Related Secured Obligations in respect of Related Series AA Equipment Notes then due, shall be distributed to the Note Holders of Series AA and Related Note Holders of the Related Series AA Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series AA Equipment Notes held by such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the


				date of distribution and all other Related Secured Obligations then due in respect of the Related Series AA Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series AA Equipment Notes plus the accrued but unpaid interest and other amounts due thereon to the date of distribution and all other Related Secured Obligations in respect of the Related Series AA Equipment Notes then due;

		(ii)		after giving effect to paragraph (i) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series A Equipment Notes to the date of distribution and all other Related Secured Obligations in respect of Related Series A Equipment Notes then due, shall be distributed to the Note Holders of Series A and Related Note Holders of the Related Series A Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution and all other Related Secured Obligations then due in respect of the Related Series A Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes plus the accrued but unpaid interest and other amounts due thereon to the date of distribution and all other Related Secured Obligations in respect of the Related Series A Equipment Notes then due;

		(iii)		after giving effect to paragraph (ii) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series B Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series B Equipment Notes to the date of distribution and all other Related Secured Obligations in respect of Related Series B Equipment Notes then due, shall be distributed to the Note Holders of Series B and Related Note Holders of the Related Series B Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series B Equipment Notes held by such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution and all other Related Secured Obligations then due in respect of the Related Series B Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series B Equipment Notes plus the accrued but unpaid interest and other amounts due thereon to the date of distribution and all other Related Secured Obligations in respect of the Related Series B Equipment Notes then due;


	(iv)	after giving effect to paragraph (iii) above (and except as otherwise provided in an amendment to this Trust Indenture pursuant to Section 10.01(b) hereof), so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Additional Series Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Additional Series Equipment Notes to the date of distribution and all other Related Secured Obligations in respect of the Related Additional Series Equipment Notes then due, shall be distributed to the Note Holders of Additional Series and Related Note Holders of the Related Additional Series Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Additional Series Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution and all other Related Secured Obligations then due in respect of Related Additional Series Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Additional Series Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution and all other Related Secured Obligations in respect of Related Additional Series Equipment Notes then due; and

	(v)	after giving effect to paragraph (iv) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Cash Equivalents shall be held by the Mortgagee in an Eligible Account in accordance with the provisions of Section 3.07 (and invested as provided in Section 6.06 hereof) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “Third” as and to the extent any Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause Fourth of this Section 3.03; and

Fourth,		the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner.

No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes as a result of an Event of Default.

SECTION 3.04. Certain Payments

(a) Any payments received by the Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in any other Operative Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Agreement, as the case may be.

(b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Owner in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether or not pursuant to Section 8 of the Participation Agreement, directly to the Person entitled thereto. Any payment received by the Mortgagee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent in its capacity as Note Holder to be distributed in accordance with the terms of the Intercreditor Agreement.

(c) For the avoidance of doubt, no amount will be distributed pursuant to this Article III to any holder of a note issued under a Related Indenture that is not a Related Note Holder (as such).

SECTION 3.05. Other Payments

Any payments received by the Mortgagee for which no provision as to the application thereof is made elsewhere in this Trust Indenture or in any other Operative Agreement shall be distributed by the Mortgagee to the extent received or realized at any time, in the order of priority specified in Section 3.01 hereof, and after payment in full of all amounts then due in accordance with Section 3.01 in the manner provided in clause “Fourth” of Section 3.03 hereof.

SECTION 3.06. Cooperation

Prior to making any distribution under this Article III, the Mortgagee shall consult with the Related Mortgagees to determine amounts payable with respect to the Related Secured Obligations. The Mortgagee shall cooperate with the Related Mortgagees and shall provide such information as shall be reasonably requested by each Related Mortgagee to enable such Related Mortgagee to determine amounts distributable under Article III of its Related Indenture.

SECTION 3.07. Securities Account

In furtherance of the provisions of Section 3.03 of this Trust Indenture, WTNA agrees to act as an Eligible Institution under this Trust Indenture in accordance with the provisions of this Trust Indenture. Except as otherwise expressly provided in this Trust Indenture, WTNA waives any claim or lien against any Eligible Account it may have, by operation of law or otherwise, for any amount owed to it by Owner. The Mortgagee hereby agrees that, notwithstanding anything to the contrary in this Trust Indenture, (i) any amounts to be held by the Mortgagee pursuant to paragraph (v) of clause “Third” of Section 3.03 and any investment earnings thereon or other Cash Equivalents will be credited to an Eligible Account (the “Securities Account”) for which it is a “securities intermediary” (as defined in Section 8-102(a)(14) of the NY UCC) and the Mortgagee is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC) of the “securities entitlement” (as defined in Section 8-102(a)(17) of the NY UCC) with respect to each “financial asset” (as defined in Section 8-102(a)(9)

of the NY UCC) credited to such Eligible Account, (ii) all such amounts, Cash Equivalents and all other property acquired with cash credited to the Securities Account will be credited to the Securities Account, (iii) all items of property (whether cash, investment property, Cash Equivalents, other investments, securities, instruments or other property) credited to the Securities Account will be treated as a “financial asset” under Article 8 of the NY UCC, (iv) its “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the NY UCC) with respect to the Securities Account is the State of New York, and (v) all securities, instruments and other property in order or registered from and credited to the Securities Account shall be payable to or to the order of, or registered in the name of, the Mortgagee or shall be indorsed to the Mortgagee or in blank, and in no case whatsoever shall any financial asset credited to the Securities Account be registered in the name of the Owner, payable to or to the order of the Owner or specially indorsed to the Owner except to the extent the foregoing have been specially endorsed by the Owner to the Mortgagee or in blank. The Mortgagee agrees that it will hold (and will indicate clearly in its books and records that it holds) its “securities entitlement” to the “financial assets” credited to the Securities Account in trust for the benefit of the Note Holders and each of the Indenture Indemnitees as set forth in this Trust Indenture. The Owner acknowledges that, by reason of the Mortgagee being the “entitlement holder” in respect of the Securities Account as provided above, the Mortgagee shall have the sole right and discretion, subject only to the terms of this Trust Indenture, to give all “entitlement orders” (as defined in Section 8-102(a)(8) of the NY UCC) with respect to the Securities Account and any and all financial assets and other property credited thereto to the exclusion of the Owner.

ARTICLE IV

COVENANTS OF THE OWNER

SECTION 4.01. Liens

The Owner will not directly or indirectly create, incur, assume or suffer to exist any Lien on or with respect to the Airframe or any Engine, title to any of the foregoing or any interest of Owner therein, except Permitted Liens. The Owner shall promptly, at its own expense, take such action as may be necessary to duly discharge (by bonding or otherwise) any Lien other than a Permitted Lien arising at any time.

SECTION 4.02. Possession, Operation and Use, Maintenance, Registration and Markings

(a) General. Except as otherwise expressly provided herein, the Owner shall be entitled to operate, use, locate, employ or otherwise utilize or not utilize the Airframe, any Engine or any Parts in any lawful manner or place in accordance with the Owner’s business judgment.

(b) Possession. The Owner, without the prior consent of Mortgagee, shall not lease or otherwise in any manner deliver, transfer or relinquish possession of the Aircraft, the Airframe or any Engine or install any Engine, or permit any Engine to be installed, on any airframe other than the Airframe; except that the Owner may, without such prior written consent of Mortgagee:

(i) Subject or permit any Permitted Lessee to subject (i) the Airframe to normal interchange agreements or (ii) any Engine to normal interchange, pooling, borrowing or similar arrangements, in each case customary in the commercial airline industry and entered into by Owner or such Permitted Lessee, as the case may be, in the ordinary course of business; provided, however, that if Owner’s title to any such Engine is divested under any such agreement or arrangement, then such Engine shall be deemed to have suffered an Event of Loss as of the date of such divestiture, and Owner shall comply with Section 4.04(e) in respect thereof;

(ii) Deliver or permit any Permitted Lessee to deliver possession of the Aircraft, Airframe, any Engine or any Part (x) to the manufacturer thereof or to any third-party maintenance provider for testing, service, repair, maintenance or overhaul work on the Aircraft, Airframe, any Engine or any Part, or, to the extent required or permitted by Section 4.04, for alterations or modifications in or additions to the Aircraft, Airframe or any Engine or (y) to any Person for the purpose of transport to a Person referred to in the preceding clause (x);

(iii) Install or permit any Permitted Lessee to install an Engine on an airframe owned by Owner or such Permitted Lessee, as the case may be, free and clear of all Liens, except (x) Permitted Liens and those that do not apply to the Engines, and (y) the rights of third parties under normal interchange or pooling agreements and arrangements of the type that would be permitted under Section 4.02(b)(i);

(iv) Install or permit any Permitted Lessee to install an Engine on an airframe leased to Owner or such Permitted Lessee, or purchased by Owner or such Permitted Lessee subject to a mortgage, security agreement, conditional sale or other secured financing arrangement, but only if (x) such airframe is free and clear of all Liens, except (A) the rights of the parties to such lease, or any such secured financing arrangement, covering such airframe and (B) Liens of the type permitted by clause (iii) above and (y) Owner or Permitted Lessee, as the case may be, shall have received from the lessor, mortgagee, secured party or conditional seller, in respect of such airframe, a written agreement (which may be a copy of the lease, mortgage, security agreement, conditional sale or other agreement covering such airframe), whereby such Person agrees that it will not acquire or claim any right, title or interest in, or Lien on, such Engine by reason of such Engine being installed on such airframe at any time while such Engine is subject to the Lien of this Trust Indenture;

(v) Install or permit any Permitted Lessee to install an Engine on an airframe owned by Owner or such Permitted Lessee, leased to Owner or such Permitted Lessee, or purchased by Owner or such Permitted Lessee subject to a conditional sale or other security agreement under circumstances where neither clause (iii) or (iv) above is applicable; provided, however, that any such installation shall be deemed an Event of Loss with respect to such Engine, and Owner shall comply with Section 4.04(e) hereof in respect thereof;

(vi) Transfer or permit any Permitted Lessee to transfer possession of the Aircraft, Airframe or any Engine to the U.S. Government, in which event Owner shall promptly notify Mortgagee in writing of any such transfer of possession and, in the case of any transfer pursuant to CRAF, in such notification shall identify by name, address and telephone numbers the Contracting Office Representative or Representatives for the Military Airlift Command of the United States Air Force to whom notices must be given and to whom requests or claims must be made to the extent applicable under CRAF;

(vii) Enter into a charter or Wet Lease or other similar arrangement with respect to the Aircraft or any other aircraft on which any Engine may be installed (which shall not be considered a transfer of possession hereunder); provided that the Owner’s obligations hereunder shall continue in full force and effect notwithstanding any such charter or Wet Lease or other similar arrangement;

(viii) So long as no Event of Default shall have occurred and be continuing, and subject to the provisions of the immediately following paragraph, enter into a lease with respect to the Aircraft, Airframe or any Engine to any Permitted Air Carrier that is not then subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver or similar person; provided that, in the case only of a lease to a Permitted Foreign Air Carrier, (A) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Closing Date) and (B) Owner shall have furnished Mortgagee a favorable opinion of counsel, reasonably satisfactory to Mortgagee, in the country of domicile of such Permitted Foreign Air Carrier, that (v) the terms of such lease are the legal, valid and binding obligations of the parties thereto enforceable under the laws of such jurisdiction, (w) it is not necessary for Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed lease, (x) Mortgagee’s Lien in respect of, the Aircraft, Airframe and Engines will be recognized in such jurisdiction, (y) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Owner shall provide insurance in the amounts required with respect to hull insurance under this Trust Indenture covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such lease) and (z) the agreement of such Permitted Air Carrier that its rights under the lease are subject and subordinate to all the terms of this Trust Indenture is enforceable against such Permitted Air Carrier under applicable law;

provided that (1) the rights of any transferee who receives possession by reason of a transfer permitted by any of clauses (i) through (viii) of this Section 4.02(b) (other than by a transfer of an Engine which is deemed an Event of Loss) shall be subject and subordinate to all the terms of this Trust Indenture, (2) the Owner shall remain primarily liable for the performance of all of the terms of this Trust Indenture and all the terms and conditions of this Trust Indenture and the other Operative Agreements shall remain in effect and (3) no lease or transfer of possession otherwise in compliance with this Section 4.02(b) shall (x) result in any registration or re-registration

of an Aircraft, except to the extent permitted by Section 4.02(e) or the maintenance, operation or use thereof except in compliance with Sections 4.02(c) and 4.02(d) or (y) permit any action not permitted to the Owner hereunder.

In the case of any lease permitted under this Section 4.02(b), the Owner will include in such lease appropriate provisions which (t) make such lease expressly subject and subordinate to all of the terms of this Trust Indenture, including the rights of the Mortgagee to avoid such lease in the exercise of its rights to repossession of the Airframe and Engines hereunder; (u) require the Permitted Lessee to comply with the terms of Section 4.06; and (v) require that the Airframe or any Engine subject thereto be used in accordance with the limitations applicable to the Owner’s possession and use provided in this Trust Indenture. No lease permitted under this Section 4.02(b) shall be entered into unless (w) Owner shall provide written notice to Mortgagee (such notice in the event of a lease to a U.S. Air Carrier to be given promptly after entering into any such lease or, in the case of a lease to any other Permitted Air Carrier, 10 days in advance of entering into such lease); (x) Owner shall furnish to Mortgagee evidence reasonably satisfactory to Mortgagee that the insurance required by Section 4.06 remains in effect; (y) all necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the first priority security interest and International Interest (subject to Permitted Liens) of Mortgagee in the Aircraft, Airframe and Engines; and (z) Owner shall reimburse Mortgagee for all of its reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Mortgagee in connection with any such lease. Except as otherwise provided herein and without in any way relieving the Owner from its primary obligation for the performance of its obligations under this Trust Indenture, the Owner may in its sole discretion permit a lessee to exercise any or all rights which the Owner would be entitled to exercise under Sections 4.02 and 4.04, and may cause a lessee to perform any or all of the Owner’s obligations under Article IV, and the Mortgagee agrees to accept actual and full performance thereof by a lessee in lieu of performance by the Owner.

Mortgagee hereby agrees, and each Note Holder and Related Note Holder by acceptance of an Equipment Note and a Related Equipment Note, respectively, agrees, for the benefit of each lessor, conditional seller, indenture trustee or secured party of any engine leased to, or purchased by, Owner or any Permitted Lessee subject to a lease, conditional sale, trust indenture or other security agreement that Mortgagee, each Note Holder and Related Note Holder and their respective successors and assigns will not acquire or claim, as against such lessor, conditional seller, indenture trustee or secured party, any right, title or interest in any engine as the result of such engine being installed on the Airframe at any time while such engine is subject to such lease, conditional sale, trust indenture or other security agreement and owned by such lessor or conditional seller or subject to a trust indenture or security interest in favor of such indenture trustee or secured party.

(c) Operation and Use. So long as the Aircraft, Airframe or any Engine is subject to the Lien of this Trust Indenture, the Owner shall not operate, use or locate the Aircraft, Airframe or any Engine, or allow the Aircraft, Airframe or any Engine to be operated, used or located, (i) in any area excluded from coverage by any insurance required by the terms of Section 4.06, except in the case of a requisition by the U.S. Government where the

Owner obtains indemnity in lieu of such insurance from the U.S. Government, or insurance from the U.S. Government, against substantially the same risks and for at least the amounts of the insurance required by Section 4.06 covering such area, or (ii) in any recognized area of hostilities unless covered in accordance with Section 4.06 by war risk insurance, or in either case unless the Aircraft, the Airframe or any Engine is only temporarily operated, used or located in such area as a result of an emergency, equipment malfunction, navigational error, hijacking, weather condition or other similar unforeseen circumstance, so long as Owner diligently and in good faith proceeds to remove the Aircraft from such area. So long as the Aircraft, the Airframe or any Engine is subject to the Lien of this Trust Indenture, the Owner shall not permit such Aircraft, Airframe or any Engine, as the case may be, to be used, operated, maintained, serviced, repaired or overhauled (x) in violation of any Law binding on or applicable to such Aircraft, Airframe or Engine or (y) in violation of any airworthiness certificate, license or registration of any Government Entity relating to the Aircraft, the Airframe or any Engine, except (i) immaterial or non-recurring violations with respect to which corrective measures are taken promptly by Owner or Permitted Lessee, as the case may be, upon discovery thereof, or (ii) to the extent the validity or application of any such Law or requirement relating to any such certificate, license or registration is being contested in good faith by Owner or Permitted Lessee in any reasonable manner which does not involve any material risk of the sale, forfeiture or loss of the Aircraft, Airframe or any Engine, any material risk of criminal liability or material civil penalty against Mortgagee or impair the Mortgagee’s security interest or International Interest in the Aircraft, Airframe or any Engine.

(d) Maintenance and Repair. So long as the Aircraft, Airframe or any Engine is subject to the Lien of this Trust Indenture, the Owner shall cause the Aircraft, Airframe and each Engine to be maintained, serviced, repaired and overhauled in accordance with (i) maintenance standards required by or substantially equivalent to those required by the FAA, the EASA or the central aviation authority of Canada or Japan for the Aircraft, Airframe and Engines, so as to (A) keep the Aircraft, the Airframe and each Engine in as good operating condition as on the Closing Date, ordinary wear and tear excepted, (B) keep the Aircraft in such operating condition as may be necessary to enable the applicable airworthiness certification of such Aircraft to be maintained under the regulations of the FAA or other Aviation Authority then having jurisdiction over the operation of the Aircraft, except during (x) temporary periods of storage in accordance with applicable regulations, (y) maintenance and modification permitted hereunder or (z) periods when the FAA or such other Aviation Authority has revoked or suspended the airworthiness certificates for Similar Aircraft; and (ii) except during periods when a Permitted Lease is in effect, the same standards as Owner uses with respect to similar aircraft of similar size in its fleet operated by Owner in similar circumstances and, during any period in which a Permitted Lease is in effect, the same standards used by the Permitted Lessee with respect to similar aircraft of similar size in its fleet and operated by the Permitted Lessee in similar circumstances (it being understood that this clause (ii) shall not limit Owner’s obligations under the preceding clause (i)). Owner further agrees that the Aircraft, Airframe and Engines will be maintained, used, serviced, repaired, overhauled or inspected in compliance with applicable Laws with respect to the maintenance of the Aircraft and in compliance with each applicable airworthiness certificate, license and registration relating to the Aircraft, Airframe or any Engine issued by the Aviation Authority, other than minor or nonrecurring violations with respect to which corrective measures are taken upon discovery thereof and except to the extent

Owner or Permitted Lessee is contesting in good faith the validity or application of any such Law or requirement relating to any such certificate, license or registration in any reasonable manner which does not create a material risk of sale, loss or forfeiture of the Aircraft, the Airframe or any Engine or the interest of Mortgagee therein, or any material risk of criminal liability or material civil penalty against Mortgagee. The Owner shall maintain or cause to be maintained the Aircraft Documents in the English language.

(e) Registration. The Owner on or prior to the date of the Closing shall cause the Aircraft to be duly registered in its name under the Act and except as otherwise permitted by this Section 4.02(e) at all times thereafter shall cause the Aircraft to remain so registered. So long as no Special Default or Event of Default shall have occurred and be continuing, Owner may, by written notice to Mortgagee, request to change the country of registration of the Aircraft. Any such change in registration shall be effected only in compliance with, and subject to all of the conditions set forth in, Section 6.4.5 of the Participation Agreement. Unless this Trust Indenture has been discharged, Owner shall also cause this Trust Indenture to be duly recorded and at all times maintained of record as a first-priority perfected mortgage (subject to Permitted Liens) on the Aircraft, the Airframe and each of the Engines (except to the extent such perfection or priority cannot be maintained solely as a result of the failure by Mortgagee to execute and deliver any necessary documents). Unless the Lien of this Indenture has been discharged, Owner shall cause the International Interest granted under this Indenture in favor of the Mortgagee in each Airframe and Engine to be registered on the International Registry as an International Interest on such Airframe and Engine, subject to the Mortgagee providing its consent to the International Registry with respect thereto, and shall cause the sale to Owner of the Airframe and each Engine on the Delivery Date to be registered on the International Registry.

(f) Markings. If permitted by applicable Law, on or reasonably promptly after the Closing Date, Owner will cause to be affixed to, and maintained in, the cockpit of the Airframe and on each Engine, in each case, in a clearly visible location, a placard of a reasonable size and shape bearing the legend: “Subject to a security interest in favor of Wilmington Trust, National Association, not in its individual capacity but solely as Mortgagee.” Such placards may be removed temporarily, if necessary, in the course of maintenance of the Airframe or Engines. If any such placard is damaged or becomes illegible, Owner shall promptly replace it with a placard complying with the requirements of this Section.

SECTION 4.03. Inspection

(a) At all reasonable times, so long as the Aircraft is subject to the Lien of this Trust Indenture, Mortgagee and its authorized representatives (the “Inspecting Parties”) may (not more than once every 12 months unless an Event of Default has occurred and is continuing then such inspection right shall not be so limited) inspect the Aircraft, Airframe and Engines (including without limitation, the Aircraft Documents) and any such Inspecting Party may make copies of such Aircraft Documents not reasonably deemed confidential by Owner or such Permitted Lessee.

(b) Any inspection of the Aircraft hereunder shall be limited to a visual, walk-around inspection and shall not include the opening of any panels, bays or other components of the Aircraft, and no such inspection shall interfere with Owner’s or any Permitted Lessee’s maintenance and operation of the Aircraft, Airframe and Engines.

(c) With respect to such rights of inspection, Mortgagee shall not have any duty or liability to make, or any duty or liability by reason of not making, any such visit, inspection or survey.

(d) Each Inspecting Party shall bear its own expenses in connection with any such inspection (including the cost of any copies made in accordance with Section 4.03(a)).

SECTION 4.04. Replacement and Pooling of Parts, Alterations, Modifications and Additions; Substitution Rights

(a) Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

(b) Parts. Except as otherwise provided herein, any Part at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Trust Indenture, no matter where located, until such time as such Part shall be replaced by a part that has been incorporated or installed in or attached to such Airframe or any Engine and that meets the requirements for replacement parts specified above. Immediately upon any replacement part becoming incorporated or installed in or attached to such Airframe or any Engine as provided in Section 4.04(a), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of the Mortgagee and shall no longer be deemed a Part hereunder, and (ii) such replacement part shall become a Part subject to this Trust Indenture and be deemed part of such Airframe or any Engine, as the case may be, for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe or any Engine.

(c) Pooling of Parts. Any Part removed from the Aircraft, Airframe or an Engine may be subjected by the Owner or a Permitted Lessee to a normal pooling arrangement customary in the airline industry and entered into in the ordinary course of business of Owner or Permitted Lessee, provided that the part replacing such removed Part shall be incorporated or installed in or attached to such Airframe or any Engine in accordance with Sections 4.04(a) and 4.04(b) as promptly as practicable after the removal of such removed Part. In addition, any replacement part when incorporated or installed in or attached to the Airframe or any Engine may be owned by any third party, subject to a normal pooling arrangement, so long as the Owner or a Permitted Lessee, at its own cost and expense, as promptly thereafter as reasonably possible, either (i) causes such replacement part to become subject to the Lien of this Trust Indenture, free and clear of all Liens except Permitted Liens, at which time such replacement part shall become a Part or (ii) replaces (or causes to be replaced) such replacement part by incorporating or installing in or attaching to the Aircraft, Airframe or any Engine a further replacement part owned by the Owner free and clear of all Liens except Permitted Liens and which shall become subject to the Lien of this Trust Indenture in accordance with Section 4.04(b).

(d) Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); provided however, that the Owner or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee’s interest in the Aircraft, does not impair the Mortgagee’s security interest or International Interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness except that such certificate of airworthiness temporarily may be replaced by an experimental certificate during the process of implementing and testing such Optional Modification and securing related FAA re-certification of the Aircraft. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that the

Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than Mortgagee.

(e) Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least five Business Days’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer or another manufacturer that is the same model as the Engine to be replaced thereby, or a comparable or improved model, and that is suitable for installation and use on the Airframe, and that has a value and utility (without regard to hours and cycles) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:

(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other

applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;

(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner’s option, other evidence of the Owner’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and

(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;

(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;

(iii) the Owner shall have furnished to Mortgagee an opinion of Owner’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and

(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility (without regard to hours and cycles) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture).

Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).

(f) Substitution of Airframe. Owner shall have the right at its option at any time, on at least 10 Business Days’ prior written notice to the Mortgagee, to substitute one or more Substitute Airframes, free and clear of all Liens (other than Permitted Liens), for the Airframe so long as (i) no Event of Default shall have occurred and be continuing at the time of substitution, (ii) the Substitute Airframe shall (1) be of the same model as the Airframe or a comparable or improved model manufactured by the Airframe Manufacturer or (2) shall consist of one or more airframes with a different model (other than as referred to in clause (ii)(1) of this sentence) and/or manufacturer than the Airframe, (iii) each Substitute Airframe has a date of manufacture no earlier than one year prior to the date of manufacture of the Airframe subject to the Lien of this Trust Indenture on the Closing Date (each such date of manufacture, in each case, to be deemed to be the date of original delivery of the applicable airframe to a customer by the applicable airframe manufacturer), (iv) the Substitute Airframe has a MCMV (as defined below) (or, in the case of multiple Substitute Airframes, the sum of the MCMVs of such Substitute Airframes shall be) at least equal to the MCMV of the Airframe, plus the “MCMVs” of each applicable airframe under Section 4.04(f) of any Related Indenture, being replaced by the Substitute Airframes (assuming that the Airframe had been maintained in accordance with this Trust Indenture), in each case as determined by a desktop appraisal dated as of a date within the 60-day period prior to the substitution performed by an independent aircraft appraiser experienced in valuing commercial aircraft selected by Owner and (v) in the case of a Substitute Airframe referred to in clause (ii)(2) of this sentence, Owner shall have obtained Rating Agency Confirmation in respect of the substitution of the Airframe by such Substitute Airframes. “MCMV” is the “current market value” (as defined by the International Society of Transport Aircraft Trading or any successor organization) adjusted for the maintenance status of the Substitute Airframe and the Airframe being replaced by the Substitute Airframe, as applicable, such maintenance status to be based upon maintenance data provided by Owner to the applicable appraiser with respect to the Substitute Airframe and such Airframe as of the same date within the 60-day period prior to the substitution for both the Substitute Airframe and such Airframe. Prior to the effectiveness of any such substitution of any Substitute Airframe for the Airframe on other than a one for one basis pursuant to this Section 4.04(f), Owner shall prepare amendments to this Trust Indenture (including the Schedules, Annexes and Exhibits hereto), in order to make the reasonably necessary changes arising from such substitution, including, if applicable, providing for separate financing agreements substantially the same as the Operative Agreements with respect to each such Substitute Airframe and the allocation among such Substitute Airframes of the principal amount of the Equipment Notes (and any applicable Related Equipment Notes) and remaining amortization schedule relating to the Airframe (or relating to any applicable airframe under Section 4.04(f) of any Related Indenture) pro rata based on the MCMV of each Substitute Airframe or on such other basis among each Substitute Airframe determined in a manner consistent with, and as would preserve the aggregate amortization profile of, the original Equipment Notes). Owner shall submit such proposed amendments to the Rating Agencies in connection with Owner’s request for the Rating Agency Confirmation with respect to such substitution and the Mortgagee shall execute and deliver such amendments upon Owner’s request.

Prior to or at the time of any substitution under this Section 4.04(f), Owner will (A) cause a Trust Indenture Supplement covering such Substitute Airframe to be filed for recordation pursuant to the Act or the applicable laws of any other jurisdiction in which the Aircraft may then be registered, (B) cause the sale of such Substitute Airframe to Owner (if occurring after February 28, 2006) and the International Interest created pursuant to the Trust Indenture Supplement in favor of the Mortgagee with respect to such Substitute Airframe to be registered on the International Registry as a sale or an International Interest, respectively, (C) cause a UCC financing statement or statements with respect to the security interests created by this Trust Indenture in such Substitute Airframe or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Mortgagee’s security interest therein in the United States, or in any other jurisdiction in which the Aircraft may then be registered, (D) furnish the Mortgagee with an opinion of counsel to Owner (which may be external counsel or Owner’s legal department or such other internal counsel of Owner as shall be reasonably satisfactory to the Mortgagee) addressed to the Mortgagee to the effect that upon such substitution, such Substitute Airframe will be subject to the Lien of this Trust Indenture and addressing the matters set forth in clauses (A) and (B), (E) furnish the Mortgagee with evidence of compliance with the insurance provisions of Section 4.06 with respect to such Substitute Airframe, (F) furnish the Mortgagee with a copy of a xxxx of sale respecting the conveyance to Owner of such Substitute Airframe and (G) furnish the Mortgagee with an opinion of counsel to Owner (which may be external counsel or Owner’s legal department or such other internal counsel of Owner as shall be reasonably satisfactory to the Mortgagee) to the effect that the Mortgagee will be entitled to the benefits of Section 1110 with respect to the Substitute Airframe; provided that (i) such opinion need not be delivered to the extent that the benefits of Section 1110 were not, by reason of a change in law or governmental or judicial interpretation thereof, available to the Mortgagee with respect to the Aircraft immediately prior to such substitution and (ii) such opinion may contain qualifications and assumptions of the tenor contained in the opinion of counsel to Owner delivered pursuant to Section 4.1.2(x) of the Participation Agreement on the Closing Date and such other qualifications and assumptions as shall at the time be customary in opinions rendered in comparable circumstances.

In the case of the Substitute Airframe subjected to the Lien of this Trust Indenture under this Section 4.04(f), promptly upon the recordation of the Trust Indenture Supplement covering such Substitute Airframe pursuant to the Act (or pursuant to the applicable law of such other jurisdiction in which such Substitute Airframe is registered), Owner will cause to be delivered to the Mortgagee a favorable opinion of aviation law counsel to Owner (which may be external aviation law counsel or Owner’s legal department or such other internal counsel of Owner as shall be reasonably satisfactory to the Mortgagee) addressed to the Mortgagee as to the due registration of the Replacement Aircraft (after giving effect to the substitution of such Substitute Airframe) and the due recordation of such Trust Indenture Supplement pursuant to the Act.

For all purposes hereof, upon the attachment of the Lien of this Trust Indenture thereto, the Substitute Airframe shall become part of the Collateral and shall be deemed an “Airframe” as defined herein. Upon compliance with clauses (A) through (G) of the second preceding paragraph, the Mortgagee shall (x) execute and deliver to Owner an appropriate instrument releasing the replaced Airframe, the Purchase Agreement, all proceeds (including, without

limitation, requisition proceeds and insurance proceeds, if any) with respect to the replaced Airframe, and all rights relating to the foregoing, from the Lien of this Trust Indenture, and will take such actions as may be required to be taken by the Mortgagee to discharge any International Interest of the Mortgagee registered with the International Registry in relation to such replaced Airframe and (y) provide a notice to the Note Holders setting forth (1) the date of the substitution which shall be the date of filing of the Trust Indenture Supplement described in clause (A) of the second preceding paragraph, (2) the model of the Substitute Airframe, (3) the manufacturer serial numbers of the Substitute Airframe and Airframe replaced by the Substitute Airframe, and (4) the registration numbers of the Replacement Aircraft of which the Substitute Airframe is a part and the Aircraft of which the Airframe replaced by the Substitute Airframe is part.

SECTION 4.05. Loss, Destruction or Requisition

(a) Event of Loss With Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall, within 45 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):

(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value and utility (without regard to hours or cycles) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or

(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the

Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.

(b) Effect of Replacement. Should the Owner have provided a Replacement Airframe and Replacement Engines, if any, as provided for in Section 4.05(a)(i), (i) the Lien of this Trust Indenture shall continue with respect to such Replacement Airframe and Replacement Engines, if any, as though no Event of Loss had occurred; (ii) the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the replaced Airframe and Engines, if any, by executing and delivering to the Owner such documents and instruments as the Owner may reasonably request to evidence such release; and (iii) in the case of a replacement upon an Event of Loss, the Mortgagee shall assign to the Owner all claims the Mortgagee may have against any other Person arising from the Event of Loss and the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds from any award in respect of condemnation, confiscation, seizure or requisition, including any investment interest thereon, to the extent not previously applied to the purchase price of the Replacement Airframe and Replacement Engines, if any, as provided in Section 4.05(d).

(c) Conditions to Airframe and Engine Replacement. The Owner’s right to substitute a Replacement Airframe and Replacement Engines, if any, as provided in Section 4.05(a)(i) shall be subject to the fulfillment, at the Owner’s sole cost and expense, in addition to the conditions contained in such Section 4.05(a)(i), of the following conditions precedent:

(i) on the date when the Replacement Airframe and Replacement Engines, if any, is subjected to the Lien of this Trust Indenture (such date being referred to in this Section 4.05 as the “Replacement Closing Date”), an executed counterpart of each of the following documents (or, in the case of the FAA Xxxx of Sale and full warranty xxxx of sale referred to below, a photocopy thereof) shall have been delivered to the Mortgagee:

(A) a Trust Indenture Supplement covering the Replacement Airframe and Replacement Engines, if any, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of such jurisdiction other than the United States in which the Replacement Airframe and Replacement Engines, if any, are to be registered in accordance with Section 4.02(e), as the case may be;

(B) an FAA Xxxx of Sale (or a comparable document, if any, of another Aviation Authority, if applicable) covering the Replacement Airframe, executed by the former owner thereof in favor of the Owner;

(C) a full warranty (as to title) xxxx of sale, covering the Replacement Airframe and Replacement Engines, if any, executed by the former owner thereof in favor of the Owner (or, at the Owner’s option, other evidence of the Owner’s ownership of such Replacement Airframe and Replacement Engines, if any, reasonably satisfactory to the Mortgagee); and

(D) UCC financing statements (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which the Replacement Airframe may be registered in accordance with Section 4.02(e)) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Airframe and Replacement Engines, if any;

(ii) the Replacement Airframe shall be of the same model as the Airframe or a comparable or improved model manufactured by the Airframe Manufacturer, each Replacement Engine, if any, shall be of the same model as the Engine that it replaces, or a comparable or improved model, manufactured by the Engine Manufacturer or another manufacturer, and such Replacement Airframe and Replacement Engines, if any, shall have a value and utility (without regard to hours or cycles) at least equal to, and be in as good operating condition and repair as, the Airframe and any Engines replaced (assuming such Airframe and Engines had been maintained in accordance with this Trust Indenture);

(iii) the Mortgagee (acting directly or by authorization to its special counsel) shall have received satisfactory evidence as to the compliance with Section 4.06 with respect to the Replacement Airframe and Replacement Engines, if any;

(iv) on the Replacement Closing Date, (A) the Owner shall cause the Replacement Airframe and Replacement Engines, if any, to be subject to the Lien of this Trust Indenture free and clear of Liens (other than Permitted Liens), (B) the Replacement Airframe shall have been duly certified by the FAA as to type and airworthiness in accordance with the terms of this Trust Indenture, (C) application for registration of the Replacement Airframe in accordance with Section 4.02(e) shall have been duly made with the FAA or other applicable Aviation Authority and the Owner shall have authority to operate the Replacement Airframe and (D) the Owner shall have caused the sale of such Replacement Airframe and Replacement Engine(s), if any, to the Owner (if occurring after February 28, 2006) and the International Interest granted under the Trust Indenture Supplement in favor of the Mortgagee with respect to such Replacement Airframe and Replacement Engine(s), if any, each to be registered on the International Registry as a sale or an International Interest, respectively;

(v) the Mortgagee, at the expense of the Owner, shall have received (acting directly or by authorization to its special counsel) (A) an opinion of counsel, addressed to the Mortgagee, to the effect that the Replacement Airframe and Replacement Engine, if any, has or have duly been made subject to the Lien of this Trust Indenture, and Mortgagee will be entitled to the benefits of Section 1110 with respect to the Replacement Airframe, provided that such opinion with respect to Section 1110 need not be delivered to the extent that immediately prior to such replacement the benefits of Section 1110 were not, solely by reason of a change in law or court interpretation thereof, available to Mortgagee, and (B) an opinion of Owner’s aviation law counsel reasonably satisfactory to and addressed to Mortgagee as to the due registration of any such Replacement Airframe and the due filing for recordation of each Trust Indenture Supplement with respect to such Replacement Airframe or Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Replacement Airframe is to be registered in accordance with Section 4.02(e), as the

case may be, and the registration with the International Registry of the sale of such Replacement Airframe and Replacement Engine(s), if any, to the Owner (if occurring after February 28, 2006) and of the International Interest granted under the Trust Indenture Supplement with respect to such Replacement Aircraft and Replacement Engine(s), if any; and

(vi) the Owner shall have furnished to the Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that the Replacement Airframe and Replacement Engines, if any, have a value and utility (without regard to hours and cycles) at least equal to the Airframe and any Engines so replaced (assuming that such Airframe and Engines had been maintained in accordance with this Trust Indenture).

(d) Non-Insurance Payments Received on Account of an Event of Loss. Any amounts, other than insurance proceeds in respect of damage or loss not constituting an Event of Loss (the application of which is provided for in Annex B), received at any time by Mortgagee or Owner from any Government Entity or any other Person in respect of any Event of Loss will be applied as follows:

(i) If such amounts are received with respect to the Airframe, and any Engine installed thereon at the time of such Event of Loss, upon compliance by Owner with the applicable terms of Section 4.05(c) with respect to the Event of Loss for which such amounts are received, such amounts shall be paid over to, or retained by, Owner;

(ii) If such amounts are received with respect to an Engine (other than an Engine installed on the Airframe at the time such Airframe suffers an Event of Loss), upon compliance by Owner with the applicable terms of Section 4.04(e) with respect to the Event of Loss for which such amounts are received, such amounts shall be paid over to, or retained by, Owner;

(iii) If such amounts are received, in whole or in part, with respect to the Airframe, and Owner makes, has made or is deemed to have made the election set forth in Section 4.05(a)(ii), such amounts shall be applied as follows:

first, if the sum described in Section 4.05(a)(ii) has not then been paid in full by Owner, such amounts shall be paid to Mortgagee to the extent necessary to pay in full such sum; and

second, the remainder, if any, shall be paid to Owner.

(e) Requisition for Use. In the event of a requisition for use by any Government Entity of the Airframe and the Engines, if any, or engines installed on such Airframe while such Airframe is subject to the Lien of this Trust Indenture, the Owner shall promptly notify the Mortgagee of such requisition and all of the Owner’s obligations under this Trust Indenture shall continue to the same extent as if such requisition had not occurred except to the extent that the performance or observance of any obligation by the Owner shall have been prevented or delayed by such requisition; provided that the Owner’s obligations under this Section 4.05 with respect to the occurrence of an Event of Loss for the payment of money and

under Section 4.06 (except while an assumption of liability by the U.S. Government of the scope referred to in Section 4.02(c) is in effect) shall not be reduced or delayed by such requisition. Any payments received by the Mortgagee or the Owner or Permitted Lessee from such Government Entity with respect to such requisition of use shall be paid over to, or retained by, the Owner. In the event of an Event of Loss of an Engine resulting from the requisition for use by a Government Entity of such Engine (but not the Airframe), the Owner will replace such Engine hereunder by complying with the terms of Section 4.04(e) and any payments received by the Mortgagee or the Owner from such Government Entity with respect to such requisition shall be paid over to, or retained by, the Owner.

(f) Certain Payments to be Held As Security. Any amount referred to in this Section 4.05 or Section 4.06 which is payable or creditable to, or retainable by, the Owner shall not be paid or credited to, or retained by the Owner if at the time of such payment, credit or retention a Special Default or an Event of Default shall have occurred and be continuing, but shall be paid to and held by the Mortgagee as security for the obligations of the Owner under this Trust Indenture and the Operative Agreements, and at such time as there shall not be continuing any such Special Default or Event of Default such amount and any gain realized as a result of investments required to be made pursuant to Section 6.06 shall to the extent not theretofore applied as provided herein, be paid over to the Owner.

SECTION 4.06. Insurance

(a) Owner’s Obligation to Insure. Owner shall comply with, or cause to be complied with, each of the provisions of Annex B, which provisions are hereby incorporated by this reference as if set forth in full herein.

(b) Insurance for Own Account. Nothing in Section 4.06 shall limit or prohibit (a) Owner from maintaining the policies of insurance required under Annex B with higher limits than those specified in Annex B, or (b) Mortgagee from obtaining insurance for its own account (and any proceeds payable under such separate insurance shall be payable as provided in the policy relating thereto); provided, however, that no insurance may be obtained or maintained that would limit or otherwise adversely affect the coverage of any insurance required to be obtained or maintained by Owner pursuant to this Section 4.06 and Annex B.

(c) Indemnification by Government in Lieu of Insurance. Mortgagee agrees to accept, in lieu of insurance against any risk with respect to the Aircraft described in Annex B, indemnification from, or insurance provided by, the U.S. Government, or upon the written consent of Mortgagee, other Government Entity, against such risk in an amount that, when added to the amount of insurance (including permitted self-insurance), if any, against such risk that Owner (or any Permitted Lessee) may continue to maintain, in accordance with this Section 4.06, during the period of such requisition or transfer, shall be at least equal to the amount of insurance against such risk otherwise required by this Section 4.06; provided that the provisions of Section D of Annex B shall not apply to an indemnity or insurance provided by the U.S. Government in lieu of insurance required by Section C of Annex B, except to the extent the U.S. Government makes such provisions generally available to covered airlines.

(d) Application of Insurance Proceeds. As between Owner and Mortgagee, all insurance proceeds received as a result of the occurrence of an Event of Loss with respect to the Aircraft or any Engine under policies required to be maintained by Owner pursuant to this Section 4.06 will be applied in accordance with Section 4.05(d). All proceeds of insurance required to be maintained by Owner, in accordance with Section 4.06 and Section B of Annex B, in respect of any property damage or loss not constituting an Event of Loss with respect to the Aircraft, Airframe or any Engine will be applied in payment (or to reimburse Owner) for repairs or for replacement property, and any balance remaining after such repairs or replacement with respect to such damage or loss shall be paid over to, or retained by, Owner.

SECTION 4.07. Merger of Owner

(a) In General. Owner shall not consolidate with or merge into any other person under circumstances in which Owner is not the surviving corporation, or convey, transfer or lease in one or more transactions all or substantially all of its assets to any other person, unless:

(i) such person is organized, existing and in good standing under the Laws of the United States, any State of the United States or the District of Columbia and, upon consummation of such transaction, such person will be a U.S. Air Carrier;

(ii) such person executes and delivers to Mortgagee a duly authorized, legal, valid, binding and enforceable agreement, reasonably satisfactory in form and substance to Mortgagee, containing an effective assumption by such person of the due and punctual performance and observance of each covenant, agreement and condition in the Operative Agreements to be performed or observed by Owner;

(iii) if the Aircraft is, at the time, registered with the FAA, such person makes such filings and recordings with the FAA pursuant to the Act or if the Aircraft is, at the time, not registered with FAA, such person makes such filings and recordings with the applicable Aviation Authority as shall be necessary to evidence such consolidation or merger;

(iv) such person makes such registrations with the International Registry as shall be permitted to evidence such consolidation or merger; and

(v) immediately after giving effect to such consolidation or merger no Event of Default shall have occurred and be continuing.

(b) Effect of Merger. Upon any such consolidation or merger of Owner with or into, or the conveyance, transfer or lease by Owner of all or substantially all of its assets to, any Person in accordance with this Section 4.07, such Person will succeed to, and be substituted for, and may exercise every right and power of, Owner under the Operative Agreements with the same effect as if such person had been named as “Owner” therein. No such consolidation or merger

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Amendment No. 1 to Note Purchase Agreement