Boeing 747-422 Aircraft Redemption and Refinancing Agreement - United Air Lines Inc., The Mitsubishi Trust and Banking Corp., Bayerische Landesbank Girozentrale, State Street Bank and Trust Co., and First Security Bank of Utah NA


                                                                 S&S FINAL DRAFT





                                                                              
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                 REDEMPTION AND REFINANCING AGREEMENT (1993 747 A)

                              Dated as of May 1, 1995

                                       Among

                              UNITED AIR LINES, INC.,
                                          as Lessee

                               ____________________,
                                          as Owner Participant

          THE MITSUBISHI TRUST AND BANKING CORPORATION, NEW YORK BRANCH,
                                        and
               BAYERISCHE LANDESBANK GIROZENTRALE, FRANKFURT BRANCH,
                                       as Successor Original Loan Participants

                       STATE STREET BANK AND TRUST COMPANY,
                                          as Owner Trustee

                FIRST SECURITY BANK OF UTAH, NATIONAL ASSOCIATION,
                                          as Pass Through Trustee

                                        and

                FIRST SECURITY BANK OF UTAH, NATIONAL ASSOCIATION,
                                          as Indenture Trustee

                                       
                --------------------------------------------------

                            One Boeing 747-422 Aircraft

                                      N189UA

                         Leased to United Air Lines, Inc.

                                                                              
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                   INDEX TO REDEMPTION AND REFINANCING AGREEMENT
                                   (1993 747 A)

 
 
                                                                           page
                                                                           ----
                                                                      
SECTION 1.  Redemption and Refinancing of Successor Original 
              Certificates.................................................  4

SECTION 2.  Adjustments to Exhibits to the Lease...........................  6

SECTION 3.  Conditions Precedent...........................................  6

SECTION 4.  Representations and Warranties................................. 12

SECTION 5.  Notices........................................................ 26

SECTION 6.  Expenses....................................................... 26

SECTION 7.  Miscellaneous.................................................. 27
 


EXHIBIT A      MATURITY DATES, PRINCIPAL AMOUNTS
               AND INTEREST RATES OF SERIES
               1993 747 A CERTIFICATES

EXHIBIT A-1    INSTALLMENT PAYMENT DATES AND
               INSTALLMENT PAYMENT PERCENTAGES

EXHIBIT A-2    ISSUANCE OF SERIES 1993 747 A
               CERTIFICATES

EXHIBIT B      FORM OF AMENDED AND RESTATED
               INDENTURE

EXHIBIT C      FORM OF FIRST AMENDMENT TO LEASE
               AGREEMENT

EXHIBIT D      FORM OF FIRST AMENDMENT TO
               PARTICIPATION AGREEMENT

EXHIBIT E      FORM OF FIRST AMENDMENT TO TRUST
               AGREEMENT


 
               REDEMPTION AND REFINANCING AGREEMENT (1993 747 A)


            This REDEMPTION AND REFINANCING AGREEMENT (1993 747 A), dated as of 
May 1, 1995, among (i) UNITED AIR LINES, INC., a Delaware corporation (the 
    
'Lessee' or the 'Company'), (ii) __________, a Delaware corporation (the 'Owner 
Participant'), (iii) STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust 
company (as successor to Wilmington Trust Company), not in its individual 
capacity except as otherwise expressly provided herein, but solely as Owner 
Trustee (the 'Owner Trustee'), under that certain Trust Agreement (1993 747 A), 
dated as of April 1, 1993, between the Owner Participant and the Owner Trustee, 
(iv) FIRST SECURITY BANK OF UTAH, NATIONAL ASSOCIATION, a national banking 
association, not in its individual capacity except as otherwise provided 
herein, but solely as trustee under the Pass Through Trust Agreement, dated as 
of February 1, 1992 as amended and restated as of May 1, 1995 (the 'Basic 
Agreement'), between the Lessee and State Street Bank and Trust Company of 
Connecticut, National Association, as supplemented by Trust Supplements Nos. 
1995-A1 and 1995-A2 thereto, each dated as of May 1, 1995, creating the 1995-A1 
Pass Through Trust and the 1995-A2 Pass Through Trust, respectively (the Basic 
Agreement as so supplemented, being the '1995-A1 Pass Through Trust Agreement' 
and the '1995-A2 Pass Through Trust Agreement', respectively, each of the 
1995-A1 Pass Through Trust Agreement and the 1995-A2 Pass Through Trust 
Agreement being a 'Pass Through Trust Agreement', and First Security Bank of 
Utah, National Association, in its capacity as trustee under each Pass Through 
Trust Agreement being a 'Pass Through Trustee'), (v) FIRST SECURITY BANK OF 
UTAH, NATIONAL ASSOCIATION, a national banking association (as successor to 
State Street Bank and Trust Company of Connecticut, National Association), not 
in its individual capacity except as otherwise provided herein, but solely as 
indenture trustee (the 'Indenture Trustee') under the Original Indenture (as 
defined below) as amended and restated by the Third Amended and Restated Trust 
Indenture and Mortgage (1993 747 A) dated as of May 1, 1994 (the 'Third Amended 
and Restated Indenture') and (vi) THE MITSUBISHI TRUST AND BANKING CORPORATION, 
NEW YORK BRANCH and BAYERISCHE LANDESBANK GIROZENTRALE, FRANKFURT BRANCH (each 
herein called a 'Successor Original Loan Participant').


                             W I T N E S S E T H:
 

            WHEREAS, the Lessee, the Owner Participant, the Owner Trustee, the 
Original Loan Participant and the Indenture Trustee entered into a 
Participation Agreement (1993 747 A), dated as of April 1, 1993 (the 'Original 
Participation Agreement'; all capitalized terms used herein without definition 
shall have the meanings set forth in the Original Participation Agreement; the 
Original Participation Agreement as amended by the First Amendment to 
Participation Agreement (1993 747 A) dated as of December 1, 1993, as further 
amended by the Second Amendment to Participation Agreement (1993 747 A) dated 
as of July 1, 1994, and as further amended and restated by the First Amended 
and Restated


  
                                       2

Participation Agreement (1993 747 A) dated as of May 1, 1995, being herein 
called the 'Participation Agreement'), providing for the sale and lease of one 
Boeing Model 747-422 aircraft, bearing U.S. registration number N189UA and 
Manufacturer's Serial Number 26878 (the 'Aircraft');
                             

            WHEREAS, concurrently with the execution and delivery of the 
Original Participation Agreement, the Owner Participant entered into a Trust 
Agreement (1993 747 A), dated as of April 1, 1993 (such Trust Agreement, as 
supplemented by Trust Agreement and Trust Indenture and Mortgage Supplement No. 
1 (1993 747 A), dated April 20, 1993, being herein called the 'Original Trust 
Agreement'; the Original Trust Agreement as amended by the First Amended and 
Restated Trust Agreement (as defined below) being herein called the 'Trust 
Agreement'), with the Owner Trustee in its individual capacity, pursuant to 
which Trust Agreement the Owner Trustee agreed, among other things, to hold the 
Trust Estate defined in Section 1.01 of such Trust Agreement for the benefit of 
the Owner Participant thereunder;

            WHEREAS, concurrently with the execution and delivery of the 
Original Participation Agreement, the Owner Trustee and the Indenture Trustee 
entered into a Trust Indenture and Mortgage (1993 747 A), dated as of April 1, 
1993 (such Trust Indenture and Mortgage, as supplemented by Trust Agreement and 
Trust Indenture and Mortgage Supplement No. 1 (1993 747 A), dated April 20, 
1993 (the 'Trust Supplement'), as amended and restated by the First Amended and 
Restated Trust Indenture and Mortgage (1993 747 A) dated as of April 1, 1993, 
as further amended and restated by the Second Amended and Restated Trust 
Indenture and Mortgage (1993 747 A) dated as of July 1, 1994 (the 'Second 
Amended and Restated Indenture') and as amended by the First Amendment to the 
Second Amended and Restated Indenture and Mortgage (1993 747 A) dated September 
27, 1994, being herein called the 'Original Indenture'; the Original Indenture 
as amended and restated as contemplated by Section 3(c) below, being herein 
called the 'Indenture') for the benefit of the Original Loan Participant (and, 
upon the issuance of the Equipment Notes (as defined below), the Holders (as 
defined in the Third Amended and Restated Indenture) of the Equipment Notes 
issued thereunder), pursuant to which Original Indenture, among other things, a 
certificate substantially in the form set forth in Section 2.01 thereof (a 
'Successor Original Certificate') was issued to each Successor Original Loan 
Participant as evidence of the loan then being made by such Successor Original 
Loan Participant to the Owner Trustee, the proceeds of which were applied by 
the Owner Trustee to the payment of Lessor's Cost for the Aircraft;

            WHEREAS, concurrently with the execution and delivery of the 
Original Participation Agreement, the Owner Trustee and the Lessee entered into 
a Lease Agreement (1993 747 A), dated as of April 1, 1993 (such Lease 
Agreement, as supplemented by Lease Supplement No. 1 (1993 747 A) dated April 
20, 1993, as amended and restated by the First Amended and Restated Lease 
Agreement (1993 747 A) dated as of April 1, 1993, as

 
                                       3

amended by the First Amendment to First Amended and Restated Lease Agreement 
(1993 747 A) dated April 19, 1994, as further amended by the Second Amendment 
to First Amended and Restated Lease Agreement (1993 747 A) dated as of July 1, 
1994, as further amended by the Third Amendment to First Amended and Restated 
Lease Agreement (1993 747 A) dated July 22, 1994, being herein called the 
'Original Lease'; the Original Lease as amended and restated by the Second 
Amended and Restated Lease Agreement (1993 747 A) dated as of May 1, 1995 being 
herein called the 'Lease'), relating to the Aircraft whereby, subject to the 
terms and conditions set forth in the Original Lease, the Owner Trustee agreed 
to lease to the Lessee, and the Lessee agreed to lease from the Owner Trustee, 
the Aircraft on the Delivery Date;

            WHEREAS, concurrently with the execution and delivery of the 
Original Participation Agreement, the Lessee and the Owner Participant entered 
into a Tax Indemnity Agreement (1993 747 A), dated as of April 1, 1993 (such 
Tax Indemnity Agreement being herein called the 'Original Tax Indemnity 
Agreement'), and in connection with the refinancing contemplated hereby, Lessee 
and the Owner Participant are entering into the Amended and Restated Tax 
Indemnity Agreement (as defined below) (the Original Tax Indemnity Agreement as 
amended and restated by the Amended and Restated Tax Indemnity Agreement, being 
called herein the 'Tax Indemnity Agreement');

            WHEREAS, the parties hereto wish to effect an optional redemption 
of each Successor Original Certificate issued to the Successor Original Loan 
Participants pursuant to the Second Amended and Restated Indenture and as 
permitted by Section 20 of the Original Participation Agreement as part of a 
refunding or refinancing transaction;

            WHEREAS, the Owner Trustee has agreed, in connection with the 
redemption of the Successor Original Certificates issued to the Successor 
Original Loan Participants pursuant to the Second Amended and Restated 
Indenture, to issue Equipment Notes substantially in the form set forth in 
Exhibit A-1 and Exhibit A-2 to the Third Amended and Restated Indenture (for 
the purposes hereof, 'Equipment Notes' shall have the meaning set forth for the 
term 'Series 1993 747 A Certificates' in the Third Amended and Restated 
Indenture) to the two separate grantor trusts created by the Pass Through Trust 
Agreements, and each Pass Through Trustee will thereafter issue the Pass 
Through Certificates substantially in the form of Exhibit A to each Pass 
Through Trust Agreement (the 'Pass Through Certificates');

            WHEREAS, to facilitate the Owner Trustee's sale of the Equipment 
Notes to the Pass Through Trustee and the purchase of such Equipment Notes by 
the Pass Through Trustee, the Lessee, referred to as the 'Company' in the Basic 
Agreement, has duly authorized the execution and delivery of each of the two 
Pass Through Trust Agreements as the 'issuer' thereunder, as such term is 
defined in and solely for purposes of the Securities Act of 1933, as amended, 
and of the Pass Through Certificates being issued thereunder as

 
                                       4

the 'obligor' thereunder, as such term is defined in and solely for purposes of 
the Trust Indenture Act of 1939, as amended, with respect to the Pass Through 
Certificates and is undertaking to perform certain administrative and 
ministerial duties thereunder and is also undertaking to pay the fees and 
expenses of the Pass Through Trustee;

            WHEREAS, the proceeds from the sale of the Equipment Notes will be 
applied, among other things, to effect the optional redemption of the Successor 
Original Certificates issued to the Successor Original Loan Participants 
pursuant to the Second Amended and Restated Indenture; and

            WHEREAS, in connection with the refunding or refinancing 
transaction as contemplated hereby, the Owner Trustee and the Lessee have 
agreed to adjust all payments of Basic Rent, Excess Amount, Stipulated Loss 
Value, Termination Value, Special Termination Value and EBO Percentages, and to 
adjust the debt amortization schedule on the Refinancing Date (as defined 
below) in accordance with Section 20 of the Original Participation Agreement, 
and to amend Exhibits B, C, D and H of the Lease so as to reflect such 
adjustments;

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

            SECTION 1.  Redemption and Refinancing of Successor Original 
Certificate.  (a)  Subject to the satisfaction or waiver of the conditions 
set forth herein at or prior to 10:00 a.m. (Central Standard Time) on the date 
designated by the Lessee, on behalf of the Owner Trustee, pursuant to Section 
20 of the Original Participation Agreement or at such other date and time 
agreed to by the parties hereto (the 'Refinancing Date'):

            (i)  the Owner Trustee shall, in accordance with Section 2.01 of 
      the Third Amended and Restated Indenture, issue and deliver to the 
      Indenture Trustee Equipment Notes, dated the Refinancing Date and of the 
      maturities, in the principal amounts, bearing the interest rates and of 
      the other economic terms specified in Exhibits A, A-1 and A-2 hereto (the 
      aggregate principal amount of such Equipment Notes being not less than 
      ___% of the aggregate outstanding principal amount of the Successor 
      Original Certificates);

           (ii)  the Indenture Trustee shall authenticate such Equipment Notes 
      pursuant to Section 2.02 of the Third Amended and Restated Indenture, and 
      deliver such Equipment Notes to the Pass Through Trustees as specified in 
      Exhibit A-2 hereto against payment by the Pass Through Trustees of the 
      amounts specified in Exhibit A hereto (the aggregate amounts being the 
      'Refinancing Amount');

 
                                       5

            (iii)  the Lessee shall on the Refinancing Date pay to the 
      Indenture Trustee for the account of the Owner Trustee and on an 
      after-tax basis to the Owner Trustee and the Owner Participant all 
      Supplemental Rent (including Break Amount (as defined in the Original 
      Indenture), if any), necessary to effectuate on the Refinancing Date the 
      transactions contemplated hereby or otherwise due and owing on the 
      Refinancing Date; 

             (iv)  the Indenture Trustee shall disburse to each Successor 
      Original Loan Participant the amount of principal, interest and Break 
      Amount, if any, owing to such Successor Original Loan Participant on the 
      Refinancing Date with respect to the Successor Original Certificate 
      issued to such Successor Original Loan Participant pursuant to the Second 
      Amended and Restated Indenture in accordance with Section 2.11 of the 
      Second Amended and Restated Indenture and Section 20 of the Original 
      Participation Agreement; and

The Owner Participant, by its execution and delivery hereof, requests and 
directs the Owner Trustee, in accordance with Section 5.02 of the Trust 
Agreement, to execute and deliver this Agreement, the First Amended and 
Restated Participation Agreement, the Second Amended and Restated Lease 
Agreement and the Third Amended and Restated Indenture and to take all actions 
necessary or desirable to effect the issuance of the Equipment Notes and the 
redemption of the Successor Original Certificates issued to the Successor 
Original Loan Participants pursuant to the Second Amended and Restated 
Indenture.

            (b)  On the Refinancing Date, subject to the receipt by each 
Successor Original Loan Participant of the aggregate amount provided for in 
Section 20 of the Original Participation Agreement, such Successor Original 
Loan Participant shall deliver the Successor Original Certificate issued to 
such Successor Original Loan Participant to the Owner Trustee for cancellation 
by the Indenture Trustee.  Each Successor Original Loan Participant hereby 
authorizes the Indenture Trustee to act for its benefit as contemplated in this 
Section 1, and agrees to take all actions necessary or desirable to effect the 
issuance of the Equipment Notes and the redemption of the Successor Original 
Certificate issued to such Successor Original Loan Participant.

            (c)  In case a Pass Through Trustee shall fail to make the payment 
described in Section 1(a)(ii), above, or in case the Owner Trustee shall for 
any reason fail to issue and deliver to the Indenture Trustee the Equipment 
Notes pursuant to Section 1(a)(i), above, (i) the written notice given by the 
Lessee with respect to the refinancing contemplated hereby shall be deemed to 
have never been given, (ii) the Indenture Trustee, the Owner Trustee, the Owner 
Participant and the Lessee shall have no obligation to pay to any Successor 
Original Loan Participant any amount in respect of the redemption of the 
Successor Original Certificate issued to such Successor Original Loan 
Participant pursuant hereto other than Break Amount, if any, resulting from a 
failure of such redemption to occur, (iii) none of the

 
                                       6

First Amended and Restated Trust Agreement, the First Amended and Restated 
Participation Agreement, Second Amended and Restated Lease Agreement, the 
Amended and Restated Tax Indemnity Agreement and the Third Amended and Restated 
Indenture shall be deemed to have been delivered and (iv) each Successor 
Original Certificate issued to the Successor Original Loan Participant shall 
remain outstanding and in full force and effect and shall continue to be 
subject to the terms of the Second Amended and Restated Indenture.

            (d)  The closing (the 'Closing') of the transactions described in 
this Agreement shall take place at the offices of Vedder, Price, Kaufman & Kammholz, 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60601, on the 
Refinancing Date, or at such other place as the parties hereto may agree; the 
parties hereby agree that the transactions contemplated hereby shall be deemed 
to have occurred simultaneously and that no transaction contemplated hereby 
shall be deemed to have occurred except in conjunction with the occurrence of 
all such other transactions.

            (e)  All payments pursuant to this Section 1 shall be made on the 
Refinancing Date in immediately available funds to such accounts and at such 
banks as the parties hereto shall designate in writing not less than one 
Business Day prior to the Refinancing Date.

            (f)  This Agreement shall apply only to the redemption and 
refunding of the Successor Original Certificates issued to the Successor 
Original Loan Participants as described herein and not to the redemption or 
refunding of any Equipment Notes or any other Certificate (as defined in the 
Third Amended and Restated Indenture) issued under the Third Amended and 
Restated Indenture.

            SECTION 2.  Adjustments to Exhibits to the Lease.  The parties 
hereto agree, by their execution and delivery hereof, that the transactions 
contemplated hereby constitute a refinancing transaction as contemplated by 
Section 20 of the Participation Agreement and that they will take all actions 
contemplated thereby, including the revision of Exhibits B, C, D and H of the 
Lease and Schedule I to the Tax Indemnity Agreement to reflect the adjustments 
contemplated thereby.  Subject to the consummation of such refinancing 
transaction as described herein, such revised Exhibits B, C, D and H to the 
Lease and Schedule I to the Tax Indemnity Agreement shall be effective as of 
the Refinancing Date.

            SECTION 3.  Conditions Precedent.  The obligations of each of 
the parties hereto to participate in the transactions contemplated by this 
Agreement on the Refinancing Date are subject to the fulfillment, prior to or 
on the Refinancing Date, of the following conditions precedent; provided, 
however, that it shall not be a condition precedent to the obligations of 
any party hereto that any document be produced or action taken that is to be 
produced or taken by such party or any Person within such party's control; 
provided further, however, that only the condition set forth in clause (a) of
this Section 3 shall be a condition precedent to the actions of the Successor
Original Loan Participants:

 
                                       7

            (a)  Each Pass Through Trustee shall have received, concurrently 
with the payment to the Indenture Trustee by such Pass Through Trustee of an 
amount equal to the amount specified on Exhibit A, the Equipment Notes as 
required by Section 1(a)(ii), and the Indenture Trustee shall have received any 
other amounts, including Break Amount, if any, required to be paid in 
connection with the redemption of the Successor Original Certificates issued to 
the Successor Original Loan Participants on the Refinancing Date, and such 
amounts shall have been paid to the Successor Original Loan Participants.

            (b)  The Equipment Notes shall have been issued and authenticated 
in accordance with the Third Amended and Restated Indenture, and there shall 
have been transferred to the Indenture Trustee in immediately available funds 
the amounts referred to above in Section 1(a)(ii)-(iii).

            (c)  The Owner Trustee and the Indenture Trustee shall have entered 
into a Third Amended and Restated Indenture in substantially the form of 
Exhibit B hereto which shall have been duly filed for recording with the FAA.

            (d)  The Lessee and the Owner Trustee shall have entered into the 
Second Amended and Restated Lease Agreement in substantially the form of 
Exhibit C hereto, which shall have been duly filed for recording with the FAA.

            (e)  Each of (i) the Lessee, the Owner Participant, the Owner 
Trustee, the Pass Through Trustees and the Indenture Trustee shall have entered 
into the First Amended and Restated Participation Agreement in substantially 
the form of Exhibit D hereto and (ii) the Lessee and the Owner Participant 
shall have entered into an Amended and Restated Tax Indemnity Agreement (the 
'Amended and Restated Tax Indemnity Agreement').

            (f)  The Owner Participant and the Owner Trustee shall have entered 
into the First Amended and Restated Trust Agreement in substantially the form 
of Exhibit E hereto which shall have been duly filed for recording with the 
FAA.

            (g)  (i) The Indenture Trustee shall have received on or prior to 
the Delivery Date (A) a copy (or other documentation satisfactory to it) of the 
acknowledgment copy of a properly completed Uniform Commercial Code financing 
statement, reflecting the Owner Trustee as debtor and the Indenture Trustee as 
secured party, as to the Indenture Estate, evidencing its filing with the 
office of the Secretary of State of the Commonwealth of Massachusetts, and (B) 
a copy (or other documentation satisfactory to it) of the acknowledgment copy 
of a properly completed Uniform Commercial Code financing statement, reflecting 
the Lessee as debtor and the Owner Trustee as secured party (and reflecting the 
Indenture Trustee as assignee), evidencing its filing with the office of the 
Secretary of State of the State of Illinois, and (ii) no financing statement or 
similar filing described above in clause (i) shall have been terminated or 
amended subsequent to the date of

 
                                       8

its filing and (iii) the Indenture Trustee shall have received, on or prior to 
the Delivery Date, the only original copy of the Original Lease and, on or 
prior to the Refinancing Date, the only original copy of the Second Amended and 
Restated Lease Agreement and shall have (and shall have retained without 
interruption subsequent to its receipt thereof) possession of each thereof on 
the Refinancing Date.

            (h)  Each of the Indenture Trustee, the Owner Trustee, the Pass 
Through Trustees and the Owner Participant shall have received the following 
documents (each of which shall be reasonably satisfactory in form and substance 
to each of them):

                  (i)  a certificate of an Independent Appraiser (as defined in 
            the Amended and Restated Indenture) to the effect that the fair 
            value of the Aircraft as of the Refinancing Date is not less than 
            125% of the aggregate principal amount of the Equipment Notes;

                  (ii)  a certificate, dated the Refinancing Date, of a 
            Responsible Company Officer (as defined in the Indenture) to the 
            effect that the issuance of the Pass Through Certificates and the 
            application of the proceeds thereof will not be inconsistent with 
            any of the provisions of the Pass Through Trust Agreement and that 
            all conditions precedent specified herein required to be satisfied 
            by Lessee prior to the issuance of the Equipment Notes have been 
            satisfied; and

                  (iii)  revised Exhibits B, C, D and H to the Lease, as 
            provided for in the Second Amended and Restated Lease Agreement.

            (i)  Each of the Indenture Trustee, the Owner Trustee, the Pass 
Through Trustees and the Owner Participant shall have received a certificate 
signed by a Responsible Company Officer (as defined in the Indenture) of the 
Lessee, dated the Refinancing Date, certifying that:

                  (i)  the representations and warranties contained herein of 
            the Lessee are correct as though made on and as of the Refinancing 
            Date, except to the extent that such representations and warranties 
            relate solely to an earlier date (in which case such 
            representations and warranties shall be certified to have been 
            correct on and as of such earlier date); 

                  (ii)  no event has occurred and is continuing which 
            constitutes an Event of Default or Default (as each such term is 
            defined in the Lease); and 

 
                                       9

                  (iii)  no Event of Loss (or event which with the passage of 
            time or the giving of notice, or both, would constitute an Event of 
            Loss) has occurred with respect to the Airframe or any Engine.

            (j)  Each of the Indenture Trustee, the Owner Participant, the Pass 
Through Trustees and the Lessee shall have received a certificate signed by a 
Responsible Officer (as defined in the Third Amended and Restated Indenture) of 
the Owner Trustee, dated the Refinancing Date, certifying that the 
representations and warranties contained herein of the Owner Trustee are 
correct as though made on and as of the Refinancing Date, except to the extent 
that such representations and warranties relate solely to an earlier date (in 
which case such representations and warranties shall be certified to have been 
correct on and as of such earlier date).

            (k)  Each of the Indenture Trustee, the Owner Trustee, the Pass 
Through Trustees and the Lessee shall have received a certificate signed by an 
authorized officer of the Owner Participant, dated the Refinancing Date, 
certifying that the representations and warranties contained herein of the 
Owner Participant are correct as though made on and as of the Refinancing Date, 
except to the extent that such representations and warranties relate solely to 
an earlier date (in which case such representations and warranties shall be 
certified to have been correct on and as of such earlier date).

            (l)  Each of the Pass Through Trustees, the Owner Trustee, the 
Owner Participant and the Lessee shall have received a certificate signed by a 
Responsible Officer of the Indenture Trustee, dated the Refinancing Date, 
certifying that the representations and warranties contained herein of the 
Indenture Trustee are correct as though made on and as of the Refinancing Date, 
except to the extent that such representations and warranties relate solely to 
an earlier date (in which case such representations and warranties are correct 
on and as of such earlier date).

            (m)  Each of the Indenture Trustee, the Owner Trustee, the Owner 
Participant and the Lessee shall have received a certificate signed by an 
authorized officer of each of the Pass Through Trustees, dated the Refinancing 
Date, certifying that the representations and warranties contained herein of 
such Pass Through Trustee are correct as though made on and as of the 
Refinancing Date, except to the extent that such representations and warranties 
relate solely to an earlier date (in which case such representations and 
warranties are correct on and as of such earlier date).

            (n)  Each of the Pass Through Trustees, the Indenture Trustee, the 
Owner Trustee and the Owner Participant shall have received the following:

                  (i)  an incumbency certificate of the Lessee as to the person 
            or persons authorized to execute and deliver this Agreement, the 
            First Amended and


 
                                       10

            Restated Participation Agreement, the Second Amended and Restated 
            Lease Agreement, the Amended and Restated Tax Indemnity Agreement 
            and any other documents to be executed on behalf of the Lessee in 
            connection with the transactions contemplated hereby and the 
            signatures of such person or persons;

                  (ii)  a copy of the resolutions of the board of directors of 
            the Lessee or the executive committee thereof, certified by the 
            Secretary or an Assistant Secretary of the Lessee, duly authorizing 
            the transactions contemplated hereby and the execution and delivery 
            of each of the documents required to be executed and delivered on 
            behalf of the Lessee in connection with the transactions 
            contemplated hereby; and

                  (iii)  such other documents and evidence with respect to the 
            other parties hereto as it may reasonably request in order to 
            establish the due consummation of the transactions contemplated by 
            this Agreement, any other Operative Documents, the Underwriting 
            Agreement (as defined below) and the Pass Through Trust Agreements 
            and the taking of all necessary corporate action in connection 
            therewith and compliance with the conditions herein set forth.

            (o)   Each of the Pass Through Trustees, the Indenture Trustee, the 
Owner Trustee and the Owner Participant shall have received a certificate 
signed by an authorized officer of the Lessee, dated the Refinancing Date, 
certifying that:

                  (i)  the Aircraft has been duly certified by the FAA as to 
            type and airworthiness in accordance with the terms of the Original 
            Lease;

                  (ii)  the Owner Trustee's FAA Bill of Sale, the Original 
            Lease, the Original Trust Agreement and the Original Indenture have 
            been duly recorded with the FAA pursuant to the Federal Aviation 
            Act of 1958, as amended; 

                  (iii)  the Aircraft has been registered with the FAA in the 
            name of the Owner Trustee and the Lessee has authority to operate 
            the Aircraft; and

                  (iv)  the Second Amended and Restated Lease, the Third 
            Amended and Restated Indenture and the First Amended and Restated 
            Trust Agreement have been duly filed for recording with the FAA.

            (p)  Each of the Indenture Trustee, the Owner Trustee, the Pass 
Through Trustees and the Owner Participant shall have received an opinion 
addressed to them from Vedder, Price, Kaufman & Kammholz, special counsel for 
the Lessee, substantially to the


 
                                       11

same effect as the opinion delivered by it on the Delivery Date pursuant to 
Section 4(a)(xi) of the Original Participation Agreement.

            (q)  Each of the Indenture Trustee, the Owner Trustee, the Pass 
Through Trustees and the Owner Participant shall have received an opinion 
addressed to them from Francesca M. Maher, Esq., Vice President-Law, Deputy 
General Counsel and Corporate Secretary of the Lessee, substantially to the 
same effect as the opinion delivered by internal counsel to the Lessee on the 
Delivery Date pursuant to Section 4(a)(xi) of the Original Participation 
Agreement.

            (r)  Each of the Indenture Trustee, the Owner Trustee, the Pass 
Through Trustees, the Owner Participant and the Lessee shall have received an 
opinion addressed to them from Bingham, Dana & Gould, special counsel for the 
Owner Trustee, substantially to the same effect as the opinion delivered on the 
Delivery Date pursuant to Section 4(a)(xiii) of the Original Participation 
Agreement.

            (s)  Each of the Indenture Trustee, the Owner Trustee, the Pass 
Through Trustees, the Owner Participant and the Lessee shall have received an 
opinion addressed to them from Ray, Quinney & Nebeker, special counsel for the 
Pass Through Trustees and the Indenture Trustee, substantially to the same 
effect as the opinion delivered on the Delivery Date pursuant to Section 
4(a)(xvi) of the Original Participation Agreement.

            (t)  Each of the Indenture Trustee, the Owner Trustee, the Pass 
Through Trustees, the Owner Participant and the Lessee shall have received 
opinions addressed to them from Dewey Ballantine, special counsel for the Owner 
Participant, and the Vice President-General Counsel of the Owner 
                 
Participant, substantially to the same effect as the opinions delivered by them 
on the Delivery Date pursuant to Section 4(a)(xiv) of the Original 
Participation Agreement.

            (u)  Each of the Indenture Trustee, the Owner Trustee, the Pass 
Through Trustees, the Owner Participant and the Lessee shall receive an opinion 
addressed to them from Crowe & Dunlevy, P.C., special counsel in Oklahoma City, 
Oklahoma, substantially to the same effect taking into account the Third 
Amended and Restated Indenture, the Second Amended and Restated Lease Agreement 
and the First Amended and Restated Trust Agreement, (i) as the opinion 
delivered by it pursuant to Section 4(a)(xv) of the Original Participation 
Agreement on the Delivery Date and (ii) as the opinion delivered to them 
subsequent to the Delivery Date pursuant to the final paragraph of Section 4(a) 
of the Original Participation Agreement.

            (v)  Each of the Indenture Trustee, the Owner Trustee, the Pass 
Through Trustees and the Owner Participant shall have received an independent 
insurance broker's report, and certificates of insurance, dated the Refinancing 
Date, substantially in the form of


 
                                       12

the report and certificates delivered pursuant to Section 4(a)(xxi) of the 
Original Participation Agreement on the Delivery Date, as to the due compliance 
with the terms of Section 11 of the Lease relating to the insurance with 
respect to the Aircraft and with any other agreements of the Lessee with 
respect of such insurance, and references in such report and certificates to 
the 'Indenture', the 'Participation Agreement', the 'Trust Agreement' and the 
'Lease' shall be to such documents as amended and restated by the Third Amended 
and Restated Indenture, the First Amended and Restated Participation Agreement, 
the Second Amended and Restated Lease Agreement and the First Amended and 
Restated Trust Agreement.  Such report and certificates shall recognize the 
redemption of the Original Certificate issued to the Successor Original Loan 
Participant consummated pursuant to this Agreement.

            (w)  Each Successor Original Loan Participant shall have executed 
and delivered a receipt and release of indebtedness as to the Successor 
Original Certificate issued to such Successor Original Loan Participant.

The opinions described above in clauses (p)-(u) shall be dated the Refinancing 
Date and references therein corresponding to references in prior opinions to 
the 'Indenture', the 'Participation Agreement', the 'Lease', the 'Trust 
Agreement' or the 'Tax Indemnity Agreement' shall be to such documents as 
amended by the Third Amended and Restated Indenture, the First Amended and 
Restated Participation Agreement, the Second Amended and Restated Lease 
Agreement, the First Amended and Restated Trust Agreement and the Amended and 
Restated Tax Indemnity Agreement, respectively.

            Promptly upon the recording with the FAA of the Third Amended and 
Restated Indenture, the Second Amended and Restated Lease Agreement and the 
First Amended and Restated Trust Agreement, the Lessee will cause Crowe & Dunlevy, P.C., special counsel in Oklahoma City, Oklahoma, to deliver to the 
parties hereto an opinion as to the due recording thereof and the lack of 
filing of any intervening documents with respect to the Aircraft.

            Each of the parties hereto agrees to instruct its counsel to 
prepare and deliver the respective opinions described above in clauses (p)-(u) 
and to address each such opinion to the Underwriters in addition to the 
respective addressees set forth above.  

            SECTION 4.  Representations and Warranties.  (a)  The Lessee 
represents and warrants to the Indenture Trustee, the Owner Trustee, each Pass 
Through Trustee and the Owner Participant that:

                  (i)  it is a corporation duly organized and validly existing 
            in good standing pursuant to the laws of the State of Delaware, is 
            duly qualified to do business as a foreign corporation in each 
            jurisdiction in which its operations or the nature of its business 
            requires, except for any jurisdiction where the failure


 
                                       13

            to be so qualified would not have a material adverse effect on it 
            or its business; is a 'citizen of the United States' as defined in 
            Section 40102(a)(15) of Title 49 of the United States Code, as 
            amended (the 'Act') and an 'air carrier' within the meaning of the 
            Act operating under certificates issued under Section 41102 of such 
            Act; holds all material licenses, certificates, permits and 
            franchises from the appropriate agencies of the United States 
            and/or all other governmental authorities having jurisdiction 
            necessary to authorize it to engage in air transport and to carry 
            on scheduled passenger service as presently conducted; has its 
            chief executive office (as such term is defined in Article 9 of the 
            Uniform Commercial Code) in Elk Grove Township, Illinois; and has 
            the corporate power and authority to conduct its business as it is 
            presently being conducted, to hold under lease the Aircraft and to 
            enter into this Agreement, the Original Lease, the Lease Supplement 
            covering the Aircraft, the Second Amended and Restated Lease 
            Agreement, the Original Participation Agreement, the First 
            Amendment to Participation Agreement, the Second Amendment to 
            Participation Agreement, the First Amended and Restated 
            Participation Agreement, the Original Tax Indemnity Agreement, the 
            Amended and Restated Tax Indemnity Agreement, the Basic Agreement, 
            each Pass Through Trust Agreement Supplement and the Owner 
            Trustee's Purchase Agreement (as defined in the Lease) and perform 
            its obligations under this Agreement, the Lease, the Participation 
            Agreement, the Tax Indemnity Agreement, each Pass Through Trust 
            Agreement and any other Operative Document to which it is or is to 
            be a party;

                  (ii)  the execution and delivery by it of each of this 
            Agreement, the  Original Lease, the Lease Supplement covering the 
            Aircraft, the Second Amended and Restated Lease Agreement, the 
            Original Participation Agreement, the First Amendment to 
            Participation Agreement, the Second Amendment to Participation 
            Agreement, the First Amended and Restated Participation Agreement, 
            the Original Tax Indemnity Agreement, the Amended and Restated Tax 
            Indemnity Agreement, the Basic Agreement, each Pass Through Trust 
            Agreement Supplement and the Owner Trustee's Purchase Agreement, 
            and the performance by it of each of this Agreement, the Lease, the 
            Participation Agreement, the Tax Indemnity Agreement, each Pass 
            Through Trust Agreement and any other Operative Document to which 
            it is or is to be a party has been duly authorized by all necessary 
            corporate action on the part of the Lessee, does not require any 
            stockholder approval or approval or consent of any trustee or 
            holder of any indebtedness or obligations of the Lessee except such 
            as have been duly obtained and are in full force and effect, and 
            does not contravene any law, judgment, governmental rule, 
            regulation or order binding on it or its certificate of 
            incorporation or by-laws or contravene the provisions of, or 
            constitute a default under, or result in the creation of any


 
                                       14

            Lien (other than Permitted Liens) upon its property under, its 
            certificate of incorporation or by-laws, or any indenture, 
            mortgage, chattel mortgage, deed of trust, conditional sales 
            contract, bank loan, credit agreement, contract or other agreement 
            or instrument to which it is a party or by which it or any of its 
            properties may be bound or affected;

                  (iii)  neither the execution and delivery by it of this 
            Agreement, the  Original Lease, the Lease Supplement covering the 
            Aircraft, the Second Amended and Restated Lease Agreement, the 
            Original Participation Agreement, the First Amendment to 
            Participation Agreement, the Second Amendment to Participation 
            Agreement, the First Amended and Restated Participation Agreement, 
            the Original Tax Indemnity Agreement, the Amended and Restated Tax 
            Indemnity Agreement, the Basic Agreement, each Pass Through Trust 
            Agreement Supplement or the Owner Trustee's Purchase Agreement, nor 
            the performance by it of its obligations under this Agreement, the 
            Lease, the Participation Agreement, the Tax Indemnity Agreement, 
            each Pass Through Trust Agreement and any other Operative Document 
            to which it is or is to be a party, requires the consent or 
            approval of, the giving of notice to, or the registration with, or 
            the taking of any other action in respect of any federal, state or 
            foreign governmental authority or agency, except for (A) the 
            orders, permits, waivers, exemptions, authorizations and approvals 
            of the regulatory authorities having jurisdiction over the 
            operation of the Aircraft by it, which orders, permits, waivers, 
            exemptions, authorizations and approvals have been duly obtained 
            and are in full force and effect, (B) the registration of the 
            Aircraft referred to in Section 4(a)(ix)(2) of the Participation 
            Agreement, (C) the registrations and filings referred to in Section 
            4(a)(vi), (D) the recordings with the FAA described in the opinion 
            referred to in Section 3(v) and (E) any normal periodic and other 
            reporting requirements under the applicable rules and regulations 
            of the FAA to the extent required to be given or obtained only 
            after the Delivery Date, it being understood that the registration 
            of the issuance and sale of the Pass Through Certificates to be 
            issued pursuant to the provisions of the Pass Through Trust 
            Agreements under the Securities Act of 1933, as amended, and under 
            the securities laws of any state in which the Pass Through 
            Certificates may be offered for sale if the laws of such state 
            require such action has been duly accomplished and the 
            qualification of each Pass Through Trust Agreement under the Trust 
            Indenture Act of 1939, as amended, has been duly obtained;

                  (iv)  each of this Agreement, the Original Lease, the Lease 
            Supplement covering the Aircraft, the Second Amended and Restated 
            Lease Agreement, the Original Participation Agreement, the First 
            Amendment to Participation Agreement, the Second Amendment to 
            Participation Agreement, the First


 
                                       15

            Amended and Restated Participation Agreement, the Original Tax 
            Indemnity Agreement, the Amended and Restated Tax Indemnity 
            Agreement, the Basic Agreement, each Pass Through Trust Agreement 
            Supplement and the Owner Trustee's Purchase Agreement has been, or 
            on the Refinancing Date will have been, duly executed and delivered 
            by the Lessee; and each of this Agreement, the Lease, the 
            Participation Agreement, the Tax Indemnity Agreement, each Pass 
            Through Trust Agreement and each other Operative Document to which 
            it is or is to be a party will as of the Refinancing Date 
            constitute a legal, valid and binding obligation of the Lessee 
            enforceable against the Lessee in accordance with the terms 
            thereof;

                  (v)  there are no pending or threatened actions or 
            proceedings before any court or administrative agency which 
            individually (or in the aggregate in the case of any group of 
            related lawsuits) is expected to have a material adverse effect on 
            its financial condition or its ability to perform its obligations 
            under, any of this Agreement, the Lease, the Participation 
            Agreement, the Tax Indemnity Agreement, each Pass Through Trust 
            Agreement and each other Operative Document to which it is or is to 
            be a party;

                  (vi)  except for (A) the registration of the Aircraft 
            pursuant to the Act, (B) the filing for recording pursuant to said 
            Act of the Trust Agreement, the First Amended and Restated Trust 
            Agreement, the Original Lease, the Lease Supplement covering the 
            Aircraft, the Second Amended and Restated Lease Agreement, the 
            Original Indenture, the Trust Supplement, the First Amended and 
            Restated Trust Indenture, the Second Amended and Restated 
            Indenture, the Third Amended and Restated Trust Indenture and the 
            Owner Trustee's FAA Bill of Sale, (C) the filing of financing 
            statements (and continuation statements at periodic intervals) with 
            respect to the security and other interests created by such 
            documents under the Uniform Commercial Code of Illinois (which 
            financing statements have been duly filed) and the Uniform 
            Commercial Code of the Commonwealth of Massachusetts (which 
            financing statements have been duly filed) and (D) the taking of 
            possession by the Indenture Trustee of the original counterparts of 
            the Original Lease, the Lease Supplement covering the Aircraft and 
            the Second Amended and Restated Lease Agreement, no further action, 
            including any filing or recording of any document (including any 
            financing statement in respect thereof under Article 9 of the 
            Uniform Commercial Code of any applicable jurisdiction), is 
            necessary or advisable in order to establish and perfect the Owner 
            Trustee's title to and interest in the Aircraft as against it, and 
            to perfect the Indenture Trustee's security interest in the 
            Aircraft as against the Owner Trustee, and in each case as against 
            any third parties in any applicable jurisdictions in the United 
            States;


 
                                       16

                  (vii)  no event has occurred and is continuing which 
            constitutes an Event of Default or Default (as each such term is 
            defined in the Lease); and there has not occurred any event which 
            constitutes or would, with the passage of time or the giving of 
            notice, or both, constitute, an Event of Loss;

                  (viii)  on the Delivery Date, the Owner Trustee received good 
            and marketable title to the Aircraft free and clear of all Liens, 
            except the rights of the Lessee under the Original Lease and the 
            Lease Supplement covering the Aircraft, the Lien of the Original 
            Indenture, the beneficial interest of the Owner Participant in the 
            Aircraft and the Liens permitted by clauses (ii) and (iii) (solely 
            for taxes not yet due) of Section 6 of the Original Lease;

                  (ix)  the Lessee is not in default in the performance of any 
            term or condition of the Owner Trustee's Purchase Agreement, and is 
            not in default in the performance of any term or condition of the 
            Purchase Agreement which materially adversely impairs the 
            transactions contemplated by the Participation Agreement or hereby; 

                  (x)  no governmental approval of any kind is required of the 
            Owner Participant, the Successor Original Loan Participant, the 
            Owner Trustee, the Indenture Trustee or any Pass Through Trustee 
            for their respective execution of or performance under this 
            Agreement or any agreement contemplated hereby solely by reason of 
            any fact or circumstance peculiar to:  (A) the Lessee, (B) the 
            nature of the Aircraft, or (C) the Lessee's proposed operation or 
            use of the Aircraft; 

                  (xi)  the Aircraft has been duly certified by the FAA as to 
            type and airworthiness and such certification remains in full force 
            and effect; the Aircraft has been and is currently insured by the 
            Lessee in accordance with the terms of the Lease and is in the 
            condition and State of repair required under the terms of the 
            Lease; and each of the Engines has 750 or more rated take off 
            horsepower or the equivalent of such horsepower;

                  (xii)  the Owner Trustee, as Lessor under the Lease, and the 
            Indenture Trustee, as assignee of the Owner Trustee's rights under 
            the Lease pursuant to the Indenture, are, and after giving effect 
            to the refinancing transaction contemplated hereby, will be 
            entitled to the protection of Section 1110 of the United States 
            Bankruptcy Code in connection with the Owner Trustee's and the 
            Indenture Trustee's rights to take possession of the Airframe and 
            Engines in the event of a case under Chapter 11 of the United 
            States Bankruptcy Code in which the Lessee is a debtor, and the 
            refinancing contemplated herein will not

 
                                       17

            materially affect the Owner Trustee and the Indenture Trustee's 
            rights with regard thereto;

                  (xiii)  neither it nor any of its subsidiaries is an 
            'investment company' or a company 'controlled by an investment 
            company' within the meaning of the Investment Company Act of 1940, 
            as amended; and

                  (xiv)  neither it nor any Person authorized to act on its 
            behalf has directly or indirectly offered the Pass Through 
            Certificates or the Equipment Notes for sale other than in a manner 
            in compliance with the requirements of the Securities Act and the 
            rules and regulations thereunder.

            (b)  The Owner Participant represents and warrants to the Indenture 
Trustee, the Owner Trustee, each Pass Through Trustee and the Lessee that:

                  (i)  the Owner Participant is a corporation duly organized 
            and validly existing in good standing under the laws of the State 
            of Delaware and has the corporate power and authority to carry on 
            its business as now conducted, to own or hold under lease its 
            properties and to enter into this Agreement, the Original 
            Participation Agreement, the First Amendment to Participation 
            Agreement, the Second Amendment to Participation Agreement, the 
            First Amended and Restated Participation Agreement, the Original 
            Tax Indemnity Agreement, the Amended and Restated Tax Indemnity 
            Agreement, the Original Trust Agreement and the First Amended and 
            Restated Trust Agreement and to perform its obligations under this 
            Agreement, the Participation Agreement, the Tax Indemnity Agreement 
            and the Trust Agreement;

                  (ii)  each of this Agreement, the Original Participation 
            Agreement, the First Amendment to Participation Agreement, the 
            Second Amendment to Participation Agreement, the First Amended and 
            Restated Participation Agreement, the Original Tax Indemnity 
            Agreement, the Amended and Restated Tax Indemnity Agreement, the 
            Original Trust Agreement and the First Amended and Restated Trust 
            Agreement has been duly authorized by all necessary corporate 
            action on the part of the Owner Participant, does not require any 
            approval not already obtained of stockholders of the Owner 
            Participant or any approval or consent not already obtained of any 
            trustee or holders of any indebtedness or obligations of the Owner 
            Participant, and has been, or on the Refinancing Date will have 
            been, duly executed and delivered by it, and none of the execution 
            and delivery by the Owner Participant thereof, the consummation by 
            the Owner Participant of the transactions contemplated by this 
            Agreement, the Participation Agreement, the Tax Indemnity Agreement 
            and the Trust Agreement or compliance by it with the terms and 
            provisions

 
                                       18

            thereof will contravene any United States federal or state law, 
            judgment, governmental rule, regulation or order applicable to or 
            binding on it (it being understood that no representation or 
            warranty is made with respect to laws, rules or regulations 
            relating to aviation or to the nature of the equipment owned by the 
            Owner Trustee, other than such laws, rules or regulations relating 
            to the citizenship requirements of the Owner Participant under 
            applicable aviation law) or contravenes or results or will 
            contravene or result in any breach of or constitute any default 
            under, or result in the creation of any Lien (other than Liens 
            provided for or otherwise permitted in the Operative Documents) 
            upon the Trust Estate under, any indenture, mortgage, chattel 
            mortgage, deed of trust, conditional sales contract, bank loan or 
            credit agreement, corporate charter, by-law or other agreement or 
            instrument to which it is a party or by which it or its properties 
            may be bound or affected;

                  (iii)  each of this Agreement, the Participation Agreement, 
            the Tax Indemnity Agreement and the Trust Agreement will as of the 
            Refinancing Date constitute the legal, valid and binding obligation 
            of the Owner Participant enforceable against the Owner Participant 
            in accordance with the terms thereof;

                  (iv)  there are no pending or, to the knowledge of the Owner 
            Participant, threatened actions or proceedings against the Owner 
            Participant before any court or administrative agency which 
            individually (or in the aggregate in the case of any group of 
            related lawsuits) purports to affect the legality, validity or 
            enforceability of, or which is reasonably likely to materially 
            adversely affect the ability of the Owner Participant to perform 
            its obligations under, any of this Agreement, the Participation 
            Agreement, the Tax Indemnity Agreement and the Trust Agreement;

                  (v)  there are no Lessor Liens (including for this purpose 
            Liens that would be Lessor Liens but for the proviso to the 
            definition of Lessor Liens) attributable to the Owner Participant;

                  (vi)  it is a 'citizen of the United States' as defined in 
            Section 40102(a)(15) of the Act;

                  (vii)  no part of the funds used by it to make its investment 
            pursuant to Section 1 of the Original Participation Agreement 
            constituted, and no part of the funds to be used by it to make any 
            payment required hereunder shall constitute, 'plan assets' of any 
            'employee benefit plan' within the meaning of the  Employee 
            Retirement Income Security Act of 1974, as amended, or of any 
            'plan' within the meaning of Section 4975(e)(1) of the Code; and

 
                                       19

                  (viii)  neither the Owner Participant nor anyone authorized 
            by it to act on its behalf (other than for purposes of this 
            paragraph, the Lessee and the Underwriters) has directly or 
            indirectly offered any Equipment Notes or any interest in or any 
            similar interest for sale to, or solicited any offer to acquire any 
            of the same from, any Person.

            (c)(I)  State Street Bank and Trust Company in its individual 
capacity ('SSBT') represents and warrants to the Indenture Trustee, each Pass 
Through Trustee, the Owner Participant and the Lessee that:

                  (i)  neither the execution and delivery thereof nor the 
            performance by SSBT or the Owner Trustee of any of the terms and 
            conditions of this Agreement, the Third Amended and Restated 
            Indenture, the Second Amended and Restated Lease, the First Amended 
            and Restated Participation Agreement, and the Equipment Notes will 
            violate any federal or Massachusetts law or regulation relating to 
            the banking or trust powers of SSBT or contravene or result in any 
            breach of, or constitute any default under, its charter or by-laws 
            or the provisions of any indenture, mortgage, contract or other 
            agreements to which it is a party or by which its properties may be 
            bound or affected;

                  (ii)  each of the First Amended and Restated Trust Agreement, 
            this Agreement, the Third Amended and Restated Indenture, the 
            Second Amended and Restated Lease, the First Amended and Restated 
            Participation Agreement and the Equipment Notes has been, or on the 
            Refinancing Date will have been, duly executed and delivered by one 
            of its officers who is duly authorized to execute and deliver such 
            instruments;

                  (iii)  the Trust Estate is free and clear of Lessor Liens 
            attributable to SSBT, and there are no Liens affecting the title of 
            the Owner Trustee to the Aircraft resulting from any act or claim 
            against SSBT or the Owner Trustee arising out of any event or 
            condition not related to the ownership, leasing, use or operation 
            of the Aircraft or to any other transaction contemplated by this 
            Agreement, the Participation Agreement or any of the other 
            Operative Documents, including any Lien resulting from the 
            nonpayment by SSBT of any Taxes imposed or measured by its net 
            income;

                  (iv)  there has not occurred any event which constitutes (or 
            to the best of its knowledge, with the passage of time or the 
            giving of notice or both, would constitute) an Indenture Event of 
            Default (as defined in the Indenture) which has been caused by or 
            relates to SSBT or the Owner Trustee and which is presently 
            continuing;

 
                                      20

                  (v)  SSBT is a trust company duly organized and validly 
            existing in good standing under the laws of the Commonwealth of 
            Massachusetts and has the corporate power and authority to enter 
            into this Agreement, the First Amended and Restated Trust 
            Agreement, the First Amended and Restated Participation Agreement, 
            and to perform its obligations under this Agreement, the First 
            Amended and Restated Trust Agreement and the First Amended and 
            Restated Participation Agreement; 

                  (vi)  each of the First Amended and Restated Trust Agreement, 
            this Agreement, and the First Amended and Restated Participation 
            Agreement has been duly authorized by all necessary corporate 
            action on its part, and neither the execution and delivery thereof 
            nor the performance by SSBT of any of the terms and conditions of 
            this Agreement, the First Amended and Restated Trust Agreement, the 
            First Amended and Restated Participation Agreement will violate any 
            federal or Massachusetts law or regulation relating to its banking 
            or trust powers or contravene or result in any breach of, or 
            constitute any default under, its charter or by-laws or the 
            provisions of any indenture, mortgage, contract or other agreements 
            to which it is a party or by which its properties may be bound or 
            affected;

                  (vii)  each of the First Amended and Restated Trust 
            Agreement, this Agreement, the First Amended and Restated 
            Participation Agreement has been, or on the Refinancing Date will 
            have been, duly executed and delivered by it, and each of this 
            Agreement, the First Amended and Restated Trust Agreement, and the 
            First Amended and Restated Participation Agreement on the 
            Refinancing Date, will constitute a legal, valid and binding 
            obligation of SSBT enforceable against it in accordance with the 
            terms thereof;

                  (viii)  the principal place of business of SSBT and the Owner 
            Trustee is 225 Franklin Street, Boston, Massachusetts 02110, and 
            the place where its records concerning the Aircraft and all its 
            interest in, to and under all documents relating to the Trust 
            Estate, is located at Two International Place, Boston, 
            Massachusetts 02110, Attention:  Corporate Trust Department and 
            SSBT agrees that it will not change the location of such office to 
            a location outside of Boston, Massachusetts, without providing 
            written notice to the Lessee, the Indenture Trustee and the Owner 
            Participant within thirty (30) days following such change in 
            location;

                  (ix)  no consent, approval, order or authorization of, giving 
            of notice to, or registration or filing with, or taking of any 
            other action in respect of, any Massachusetts State or local 
            governmental authority or agency or any United States federal 
            governmental authority or agency regulating the banking


 
                                      21

            or trust powers of SSBT is required for the execution and delivery 
            of, or the carrying out by, SSBT, of any of the transactions 
            contemplated by the First Amended and Restated Trust Agreement, 
            this Agreement, the First Amended and Restated Participation 
            Agreement, or of any of the transactions contemplated by any other 
            of the Operative Documents to which SSBT is or is to be a party, 
            other than any such consent, approval, order, authorization, 
            registration, notice or action as has been duly obtained, given or 
            taken;

                  (x)  SSBT has not directly or indirectly offered any 
            Equipment Note or any interest in or to the Trust Estate, the Trust 
            Agreement or any similar interest for sale to, or solicited any 
            offer to acquire any of the same from, any Person other than the 
            Indenture Trustee, each of the Pass Through Trustees, the Successor 
            Original Loan Participant and the Owner Participant; and SSBT has 
            not authorized any Person to act on its behalf (other than for 
            purposes of this paragraph, the Lessee and the Underwriters) to 
            offer directly or indirectly any Equipment Note or any interest in 
            and to the Trust Estate, the Trust Agreement or any similar 
            interest for sale to, or to solicit any offer to acquire any of the 
            same from, any Person; 

                  (xi)   SSBT is a 'citizen of the United States' as defined in 
            Section 40102(a)(15) of the Act; and

                  (xii)  there are no pending or threatened actions or 
            proceedings against SSBT or the Owner Trustee before any court or 
            administrative agency which, if determined adversely to it, would 
            materially adversely affect the ability of SSBT or the Owner 
            Trustee, as the case may be, to perform its obligations under any 
            of this Agreement, the First Amended and Restated Participation 
            Agreement, the First Amended and Restated Trust Agreement, the 
            Second Amended and Restated Lease, the Owner Trustee's Purchase 
            Agreement (as defined in the Participation Agreement), the Third 
            Amended and Restated Indenture, the Equipment Notes or any other 
            documents executed by the Owner Trustee or SSBT in connection with 
            the transactions contemplated by the Operative Documents.

            (II)  State Street Bank and Trust Company solely in its capacity as 
Owner Trustee further represents and warrants that:

                  (i)  SSBT is a trust company duly organized and validly 
            existing in good standing under the laws of the Commonwealth of 
            Massachusetts and has the corporate power and authority to enter 
            into this Agreement, and the First Amended and Restated 
            Participation Agreement and to perform its obligations under said 
            Agreements;


 
                                      22

                  (ii)  assuming due authorization, execution and delivery of 
            the Trust Agreement and the First Amended and Restated Trust 
            Agreement by the Owner Participant, each of the Trust Agreement, 
            this Agreement, the Third Amended and Restated Indenture, the 
            Second Amended and Restated Lease,  the First Amended and Restated 
            Participation Agreement, and the Equipment Notes has been, or on 
            the Refinancing Date will have been, duly executed and delivered by 
            it, and each of this Agreement, the First Amended and Restated 
            Trust Agreement, the Second Amended and Restated Lease, the First 
            Amended and Restated Participation Agreement and the Third Amended 
            and Restated Indenture, on the Refinancing Date, will constitute a 
            legal, valid and binding obligation of the Owner Trustee, 
            enforceable against it in accordance with the terms thereof;

                  (iii)  the Owner Trustee has never directly or indirectly 
            offered any Equipment Note or any interest in or to the Trust 
            Estate, the Trust Agreement or any similar interest for sale to, or 
            solicited any offer to acquire any of the same from, any Person 
            other than the Indenture Trustee, each of the Pass Through 
            Trustees, the Successor Original Loan Participant and the Owner 
            Participant; and it has not authorized any Person to act on its 
            behalf (other than for purposes of this paragraph, the Lessee and 
            the Underwriters) to offer directly or indirectly any Equipment 
            Note or any interest in and to the Trust Estate, the Trust 
            Agreement or any similar interest for sale to, or to solicit any 
            offer to acquire any of the same from, any Person; 

                  (iv)  there are no pending or threatened actions or 
            proceedings against the Owner Trustee before any court or 
            administrative agency which, if determined adversely to it, would 
            materially adversely affect its ability to perform its obligations 
            under any of this Agreement, the First Amended and Restated 
            Participation Agreement, the First Amended and Restated Trust 
            Agreement, the Second Amended and Restated Lease, the Owner 
            Trustee's Purchase Agreement (as defined in the Participation 
            Agreement), the Third Amended and Restated Indenture, the Equipment 
            Notes or any other documents executed by it in connection with the 
            transactions contemplated by the Operative Document; and

            (d)  First Security Bank of Utah, National Association, in its 
individual capacity ('FSBU'), represents to the Owner Trustee, the Owner 
Participant and the Lessee that:

                  (i)  it is a 'citizen of the United States' as defined in 
            Section 40102(a)(15) of the Act, that it will notify promptly all 
            parties to this agreement if in its reasonable opinion its status 
            as a 'citizen of the United


 
                                      23

            States' is likely to change and that it will resign as Indenture 
            Trustee as provided in Section 9.07 of the Indenture if it should 
            cease to be a 'citizen of the United States';

                  (ii)  it is a national banking association duly organized and 
            validly existing 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 Utah and the United States pertaining 
            to its banking, trust and fiduciary powers to enter into this 
            Agreement, the Third Amended and Restated Indenture, and the First 
            Amended and Restated Participation Agreement, to perform its 
            obligations under this Agreement, the Third Amended and Restated 
            Indenture, the First Amended and Restated Participation Agreement 
            and each Pass Through Trust Agreement and, in its capacity as 
            Indenture Trustee, authenticate the Equipment Notes to be delivered 
            on the Refinancing Date;

                  (iii)  this Agreement, the Third Amended and Restated 
            Indenture, the First Amended and Restated Participation Agreement 
            and each Pass Through Trust Agreement and the authentication of the 
            Equipment Notes to be delivered on the Refinancing Date have been 
            duly authorized by all necessary corporate action on the part of 
            FSBU, the Indenture Trustee and the relevant Pass Through Trustee, 
            as it shall be a party thereto in any such capacity, and neither 
            the execution (or, in the case of the Equipment Notes, the 
            authentication) and delivery thereof in any such capacity nor the 
            performance by it in any such capacity of any of the terms and 
            provisions of this Agreement, the Third Amended and Restated 
            Indenture, the First Amended and Restated Participation Agreement 
            or the Equipment Notes will violate any federal or Utah law or 
            regulation relating to the banking or trust powers of FSBU or 
            contravene or result in any breach of, or constitute any default 
            under its charter or by-laws or the provisions of any indenture, 
            mortgage, contract or other agreement to which any of FSBU or the 
            Indenture Trustee is a party or by which it or its properties may 
            be bound or affected; 

                  (iv)  each of this Agreement, the Third Amended and Restated 
            Indenture, the First Amended and Restated Participation Agreement, 
            each Pass Through Trust Agreement and the Equipment Notes has been, 
            or on the Refinancing Date will have been, duly executed (or, in 
            the case of the Equipment Notes, authenticated) and delivered by 
            FSBU, the Indenture Trustee and the relevant Pass Through Trustee, 
            as it shall be a party thereto in any such capacity, and, assuming 
            that each of this Agreement, the Third Amended and Restated 
            Indenture, the First Amended and Restated Participation Agreement 
            and each Pass Through Trust Agreement constitutes on the 
            Refinancing Date the legal, valid and binding obligation of each of 
            the parties


 
                                      24

            thereto (other than FSBU, the Indenture Trustee and the relevant 
            Pass Through Trustee), each such document, on the Refinancing Date, 
            will constitute the legal, valid and binding obligation of FSBU, 
            the Indenture Trustee and the relevant Pass Through Trustee, as it 
            is a party thereto in any such capacity, enforceable against it in 
            such capacity in accordance with its terms;

                  (v)  neither the execution (or, in the case of the Equipment 
            Notes, the authentication) and delivery by FSBU, the Indenture 
            Trustee or any Pass Through Trustee, as it is a party in any such 
            capacity to any of this Agreement, the Third Amended and Restated 
            Indenture, the First Amended and Restated Participation Agreement, 
            the Pass Through Trust Agreements or the Equipment Notes, nor the 
            consummation by it in any such capacity of any of the transactions 
            contemplated hereby, by the Indenture, by the Pass Through Trust 
            Agreements or by the Equipment Notes requires the consent or 
            approval of, the giving of notice to, or the registration with, or 
            the taking of any other action with respect to, any Utah or federal 
            governmental authority or agency regulating the banking, trust or 
            fiduciary powers of FSBU;

                  (vi)  there are no Taxes payable by FSBU, the Indenture 
            Trustee or any Pass Through Trustee imposed by the State of Utah or 
            any political subdivision or taxing authority thereof in connection 
            with the execution (or, in the case of the Equipment Notes, the 
            authentication) and delivery by it as a party in any such capacity 
            to this Agreement, the Third Amended and Restated Indenture, the 
            First Amended and Restated Participation Agreement, any Pass 
            Through Trust Agreement or the Equipment Notes or performance by it 
            as a party in any such capacity of this Agreement, the Third 
            Amended and Restated Indenture, the First Amended and Restated 
            Participation Agreement, the Pass Through Trust Agreements or the 
            Equipment Notes (other than franchise or other taxes based on or 
            measured by any fees or compensation received by FSBU, the 
            Indenture Trustee or any Pass Through Trustee, as the case may be, 
            for services rendered in connection with the transactions 
            contemplated thereby), and there are no Taxes payable by FSBU, the 
            Indenture Trustee or any Pass Through Trustee imposed by the State 
            of Utah or any political subdivision thereof in connection with the 
            acquisition, possession or ownership by any Pass Through Trustee of 
            any of the Equipment Notes (other than franchise or other taxes 
            based on or measured by any fees or compensation received by a Pass 
            Through Trustee for services rendered in connection with the 
            transactions contemplated by the Pass Through Trust Agreements) 
            and, assuming that the trust created by the respective Pass Through 
            Trust Agreement will not be taxable as a corporation, but, rather, 
            will be


 
                                      25

            characterized as a grantor trust under subpart E, Part I of 
            Subchapter J of the Code, such trust will not be subject to any 
            Taxes imposed by the State of Utah or any political subdivision 
            thereof;

                  (vii)  there are no pending or threatened actions or 
            proceedings against any of FSBU, the Indenture Trustee or the Pass 
            Through Trustees before any court or administrative agency which 
            individually (or in the aggregate in the case of any group of 
            related lawsuits) purports to affect the legality, validity or 
            enforceability of, or which is reasonably likely to materially 
            adversely affect the ability of FSBU, the Indenture Trustee or the 
            Pass Through Trustees to perform its obligations as a party in any 
            such capacity under, any of this Agreement, the Third Amended and 
            Restated Indenture, the First Amended and Restated Participation 
            Agreement, the relevant Pass Through Trust Agreement or the 
            Equipment Notes; and

                  (viii)  except for the issuance and sale pursuant to the 
            respective Pass Through Trust Agreements of the Pass Through 
            Certificates contemplated thereby, neither FSBU nor any Pass 
            Through Trustee has directly or indirectly  offered any Equipment 
            Note for sale to any Person, or solicited any offer to acquire any 
            Equipment Notes from any Person other than the Owner Trustee and 
            the Owner Participant, and neither FSBU nor any Pass Through 
            Trustee has authorized anyone to act on its behalf to offer 
            directly or indirectly any Equipment Note for sale to any Person, 
            or to solicit any offer to acquire any Equipment Note from any 
            Person other than the Owner Trustee and the Owner Participant.

            SECTION 5.  Notices.  Unless otherwise specifically provided 
herein, all notices required or permitted by the terms of this Agreement shall 
be given in accordance with the provisions of Section 13 of the Participation 
Agreement.

            SECTION 6.  Expenses.  (a)  As more fully specified in Section 
16 and Section 20(a)(6) of the Participation Agreement and except as provided 
in paragraph (b), below, all of the Transaction Expenses in connection with the 
preparation, execution and delivery of this Agreement and the transactions 
contemplated by this Agreement shall be paid promptly by the Owner Participant.

            (b)  In the event that the transactions contemplated by this 
Agreement and the agreements referred to herein are not consummated, the Lessee 
shall bear and pay all Transaction Expenses referred to above on an after-tax 
basis to the Owner Participant and the Owner Trustee; provided that, if the 
transaction fails to be consummated as a result of the failure of the Owner 
Participant to comply with the terms hereof or thereof, the Owner Participant 
shall bear and pay its own fees, costs and expenses (including, without 
limitation,


 
                                      26

the fees and expenses of its special counsel) and the Lessee shall pay all 
other Transaction Expenses as aforesaid.

            (c)  SSBT is entering into this Agreement solely as Owner Trustee 
under the Trust Agreement and not in its individual capacity except as 
expressly provided for herein, and in no case whatsoever shall SSBT (or any 
entity acting as successor trustee under the Trust Agreement) be personally 
liable for, or for any loss in respect of, any statements, representations, 
warranties, agreements or obligations of the Owner Trustee hereunder; provided,
however, that SSBT shall be liable hereunder in its individual capacity to the
extent expressly provided for hereunder and for its own willful misconduct or
gross negligence. If a successor owner trustee is appointed in accordance with
the terms of the Trust Agreement and the Participation Agreement, such successor
owner trustee shall, without any further act, succeed to all of the rights,
duties, immunities and obligations hereunder, and its predecessor owner trustee
and SSBT shall be released from all further duties and obligations hereunder,
without prejudice to any claims against SSBT or such predecessor owner trustee
for any default by SSBT or such predecessor owner trustee, respectively, in the
performance of its obligations hereunder prior to such appointment.

            SECTION 7.  Miscellaneous.  This Agreement may be executed in 
any number of counterparts (and each of the parties hereto shall not be 
required to execute the same counterpart).  Each counterpart of this Agreement 
including a signature page executed by each of the parties hereto shall be an 
original counterpart of this Agreement, but all of such counterparts together 
shall constitute one instrument.  Neither this Agreement nor any of the terms 
hereof may be terminated, amended, supplemented, waived or modified orally, but 
only by an instrument in writing signed by the party against which the 
enforcement of the termination, amendment, supplement, waiver or modification 
is sought; and no such termination, amendment, supplement, waiver or 
modification shall be effective unless a signed copy thereof shall have been 
delivered to the Indenture Trustee.  The index preceding this Agreement and the 
headings of the various Sections of this Agreement are for convenience of 
reference only and shall not modify, define, expand or limit any of the terms 
or provisions hereof.  The terms of this Agreement shall be binding upon, and 
shall inure to the extent provided herein to the benefit only of the following 
parties:  the Lessee and, subject to the terms of the Participation Agreement, 
its successors and permitted assigns, each Successor Original Loan Participant, 
the Indenture Trustee and its successors as Indenture Trustee (and any 
additional trustee appointed) under the Third Amended and Restated Indenture, 
the Owner Trustee and its successors as Owner Trustee under the Trust 
Agreement, each Pass Through Trustee and its successors as Pass Through Trustee 
under the 1995-A1 Pass Through Trust Agreement or the 1995-A2 Pass Through 
Trust Agreement, respectively, and the Owner Participant and, subject to the 
provisions of the Participation Agreement, its successors and permitted 
assigns.  No purchaser or holder of any of the Equipment Notes shall be deemed 
to be a successor or assign of the Successor Original Loan Participant or to 
have any rights or benefits  hereunder.  THIS AGREEMENT SHALL IN


 
                                      27

ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 
STATE OF ILLINOIS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND 
PERFORMANCE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS OF THE 
STATE OF ILLINOIS.


 
                                       28

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


                                UNITED AIR LINES, INC.,
                                  as Lessee


                                By: ______________________________________
                                    Name:  
                                    Title: 


                                _________________,
                                  as Owner Participant


                                By: ______________________________________
                                    Name:  
                                    Title: 


                                STATE STREET BANK AND TRUST COMPANY,
                                  not in its individual capacity except
                                  as expressly provided for herein, 
                                  but solely as Owner Trustee


                                By: ______________________________________
                                    Name:  
                                    Title: 


                                THE MITSUBISHI TRUST AND BANKING 
                                  CORPORATION, NEW YORK BRANCH.,
                                  as Successor Original Loan Participant


                                By: ______________________________________
                                    Name:  
                                    Title: 




 
                                       29

                                BAYERISCHE LANDESBANK GIROZENTRALE,
                                  FRANKFURT BRANCH,
                                  as Successor Original Loan Participant


                                By: ________________________________________
                                    Name:
                                    Title:


                                FIRST SECURITY BANK OF UTAH,
                                  NATIONAL ASSOCIATION,
                                    as Pass Through Trustee


                                By: ______________________________________
                                    Name:  
                                    Title: 



 
                                       

                                                       Exhibit A to
                                                       Redemption and
                                                       Refinancing Agreement



                      Maturity Dates, Principal Amounts and 
                      -------------------------------------
                 Interest Rates of Series 1993 747 A Certificates
                 ------------------------------------------------


                                              Principal  Interest Rate
                             Maturity Date     Amount      Per Annum  
                             -------------    ---------  -------------


Series 1993 747 A-1                           $                %

Series 1993 747 A-2                           $                %





 
                                       

                                                       Exhibit A-1 to
                                                       Redemption and
                                                       Refinancing Agreement


         Installment Payment Dates and Installment Payment Percentages
         -------------------------------------------------------------

                      Installment Certificates shall be those
                  Certificates with the following Maturity Dates:

      Installment Certificate No. 1 - Maturity Date:  ________
                                                      

Installment Payment                     Aggregate Installment
- -------------------                     ---------------------
      Date                                  Payment Amount
      ----                                  --------------

                                            $
                                                         

TOTAL                                       $________________                   
                                             

      Installment Certificate No. 2 - Maturity Date:  ________
                                                      


Installment Payment                     Aggregate Installment
- -------------------                     --------------------- 
      Date                                  Payment Amount
      ----                                  --------------





TOTAL                                       $ ________________


              

                                                         Exhibit A-2 to
                                                         Redemption and
                                                         Refinancing Agreement


                  Issuance of Series 1993 747 A Certificates
                  ------------------------------------------

            The Series 1993 747 A Loan Certificates issued hereunder shall be 
issued to and shall be payable to each of the Pass Through Trustees under the 
1995-A1 Pass Through Trust Agreement and the 1995-A2 Pass Through Trust 
Agreement with respect to the grantor trusts created thereby, each such trust 
as described below consisting in the aggregate of the certificates issued 
hereunder and the other certificates contained therein:

                   1995 A1 Trust:
                       % Certificate due 
                   ----                  ------------------

                   1995 A2 Trust:
                       % Certificate due                   
                   ----                  ------------------



                                                                                

                                                                    Exhibit B to
                                                                  Redemption and
                                                           Refinancing Agreement


                                    Form of
                     Third Amended and Restated Indenture
                     ------------------------------------

                                                                                

                                                                    Exhibit C to
                                                                  Redemption and
                                                           Refinancing Agreement


                                    Form of
                  Second Amended and Restated Lease Agreement
                  -------------------------------------------



                                                                    Exhibit D to
                                                                  Redemption and
                                                           Refinancing Agreement


                                    Form of
              First Amended and Restated Participation Agreement
              --------------------------------------------------

 

                                                                    Exhibit E to
                                                                  Redemption and
                                                           Refinancing Agreement


                                      Form of
                  First Amended and Restated Trust Agreement
                  ------------------------------------------