0000100517-21-000016 Sample Contracts

RESTATEMENT AGREEMENT
Restatement Agreement • March 1st, 2021 • United Airlines, Inc. • Air transportation, scheduled • New York

RESTATEMENT AGREEMENT, dated as of November 6, 2020 (this “Restatement Agreement”), to that certain Loan and Guarantee Agreement, dated as of September 28, 2020 (the “Existing Loan and Guarantee Agreement”, and as amended and restated by this Restatement Agreement, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan and Guarantee Agreement”), among UNITED AIRLINES, INC., a corporation organized under the laws of Delaware (the “Borrower”), UNITED AIRLINES HOLDINGS, INC., a corporation organized under the laws of Delaware (the “Parent”), the Guarantors party hereto from time to time, the UNITED STATES DEPARTMENT OF THE TREASURY (“Treasury”), as Initial Lender and THE BANK OF NEW YORK MELLON, as Administrative Agent and as Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Loan and Guarantee Agreement.

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SECOND AMENDMENT TO LOAN AND GUARANTEE AGREEMENT
Loan and Guarantee Agreement • March 1st, 2021 • United Airlines, Inc. • Air transportation, scheduled • New York

SECOND AMENDMENT TO LOAN AND GUARANTEE AGREEMENT, dated as of December 8, 2020 (this “Amendment”), to the Loan and Guarantee Agreement, among UNITED AIRLINES, INC., a corporation organized under the laws of Delaware (the “Borrower”), UNITED AIRLINES HOLDINGS, INC., a corporation organized under the laws of Delaware (the “Parent”), the Guarantors party thereto, the UNITED STATES DEPARTMENT OF THE TREASURY (“Treasury”), as Initial Lender and a Lender, and THE BANK OF NEW YORK MELLON, as Administrative Agent and as Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Loan and Guarantee Agreement.

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • March 1st, 2021 • United Airlines, Inc. • Air transportation, scheduled • Delaware

This Amendment No. 1 to Tax Benefits Preservation Plan (this “Amendment”), dated as of January 21, 2021, by and between United Airlines Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”), amends that certain Tax Benefits Preservation Plan, dated as of December 4, 2020, by and between the Company and the Rights Agent (the “Rights Agreement”). All capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.

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