{"id":42098,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/boeing-747-422-aircraft-redemption-and-refinancing-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"boeing-747-422-aircraft-redemption-and-refinancing-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/boeing-747-422-aircraft-redemption-and-refinancing-agreement.html","title":{"rendered":"Boeing 747-422 Aircraft Redemption and Refinancing Agreement &#8211; 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"},"content":{"rendered":"<pre>                                                                 S&amp;S FINAL DRAFT\n\n\n\n\n\n                                                                              \n- ------------------------------------------------------------------------------\n\n                 REDEMPTION AND REFINANCING AGREEMENT (1993 747 A)\n\n                              Dated as of May 1, 1995\n\n                                       Among\n\n                              UNITED AIR LINES, INC.,\n                                          as Lessee\n\n                               ____________________,\n                                          as Owner Participant\n\n          THE MITSUBISHI TRUST AND BANKING CORPORATION, NEW YORK BRANCH,\n                                        and\n               BAYERISCHE LANDESBANK GIROZENTRALE, FRANKFURT BRANCH,\n                                       as Successor Original Loan Participants\n\n                       STATE STREET BANK AND TRUST COMPANY,\n                                          as Owner Trustee\n\n                FIRST SECURITY BANK OF UTAH, NATIONAL ASSOCIATION,\n                                          as Pass Through Trustee\n\n                                        and\n\n                FIRST SECURITY BANK OF UTAH, NATIONAL ASSOCIATION,\n                                          as Indenture Trustee\n\n                                       \n                --------------------------------------------------\n\n                            One Boeing 747-422 Aircraft\n\n                                      N189UA\n\n                         Leased to United Air Lines, Inc.\n\n                                                                              \n- ------------------------------------------------------------------------------\n\n \n                   INDEX TO REDEMPTION AND REFINANCING AGREEMENT\n                                   (1993 747 A)\n\n \n \n                                                                           page\n                                                                           ----\n                                                                      \nSECTION 1.  Redemption and Refinancing of Successor Original \n              Certificates.................................................  4\n\nSECTION 2.  Adjustments to Exhibits to the Lease...........................  6\n\nSECTION 3.  Conditions Precedent...........................................  6\n\nSECTION 4.  Representations and Warranties................................. 12\n\nSECTION 5.  Notices........................................................ 26\n\nSECTION 6.  Expenses....................................................... 26\n\nSECTION 7.  Miscellaneous.................................................. 27\n \n\n\nEXHIBIT A      MATURITY DATES, PRINCIPAL AMOUNTS\n               AND INTEREST RATES OF SERIES\n               1993 747 A CERTIFICATES\n\nEXHIBIT A-1    INSTALLMENT PAYMENT DATES AND\n               INSTALLMENT PAYMENT PERCENTAGES\n\nEXHIBIT A-2    ISSUANCE OF SERIES 1993 747 A\n               CERTIFICATES\n\nEXHIBIT B      FORM OF AMENDED AND RESTATED\n               INDENTURE\n\nEXHIBIT C      FORM OF FIRST AMENDMENT TO LEASE\n               AGREEMENT\n\nEXHIBIT D      FORM OF FIRST AMENDMENT TO\n               PARTICIPATION AGREEMENT\n\nEXHIBIT E      FORM OF FIRST AMENDMENT TO TRUST\n               AGREEMENT\n\n\n \n               REDEMPTION AND REFINANCING AGREEMENT (1993 747 A)\n\n\n            This REDEMPTION AND REFINANCING AGREEMENT (1993 747 A), dated as of \nMay 1, 1995, among (i) UNITED AIR LINES, INC., a Delaware corporation (the \n    \n'Lessee' or the 'Company'), (ii) __________, a Delaware corporation (the 'Owner \nParticipant'), (iii) STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust \ncompany (as successor to Wilmington Trust Company), not in its individual \ncapacity except as otherwise expressly provided herein, but solely as Owner \nTrustee (the 'Owner Trustee'), under that certain Trust Agreement (1993 747 A), \ndated as of April 1, 1993, between the Owner Participant and the Owner Trustee, \n(iv) FIRST SECURITY BANK OF UTAH, NATIONAL ASSOCIATION, a national banking \nassociation, not in its individual capacity except as otherwise provided \nherein, but solely as trustee under the Pass Through Trust Agreement, dated as \nof February 1, 1992 as amended and restated as of May 1, 1995 (the 'Basic \nAgreement'), between the Lessee and State Street Bank and Trust Company of \nConnecticut, National Association, as supplemented by Trust Supplements Nos. \n1995-A1 and 1995-A2 thereto, each dated as of May 1, 1995, creating the 1995-A1 \nPass Through Trust and the 1995-A2 Pass Through Trust, respectively (the Basic \nAgreement as so supplemented, being the '1995-A1 Pass Through Trust Agreement' \nand the '1995-A2 Pass Through Trust Agreement', respectively, each of the \n1995-A1 Pass Through Trust Agreement and the 1995-A2 Pass Through Trust \nAgreement being a 'Pass Through Trust Agreement', and First Security Bank of \nUtah, National Association, in its capacity as trustee under each Pass Through \nTrust Agreement being a 'Pass Through Trustee'), (v) FIRST SECURITY BANK OF \nUTAH, NATIONAL ASSOCIATION, a national banking association (as successor to \nState Street Bank and Trust Company of Connecticut, National Association), not \nin its individual capacity except as otherwise provided herein, but solely as \nindenture trustee (the 'Indenture Trustee') under the Original Indenture (as \ndefined below) as amended and restated by the Third Amended and Restated Trust \nIndenture and Mortgage (1993 747 A) dated as of May 1, 1994 (the 'Third Amended \nand Restated Indenture') and (vi) THE MITSUBISHI TRUST AND BANKING CORPORATION, \nNEW YORK BRANCH and BAYERISCHE LANDESBANK GIROZENTRALE, FRANKFURT BRANCH (each \nherein called a 'Successor Original Loan Participant').\n\n\n                             W I T N E S S E T H:\n \n\n            WHEREAS, the Lessee, the Owner Participant, the Owner Trustee, the \nOriginal Loan Participant and the Indenture Trustee entered into a \nParticipation Agreement (1993 747 A), dated as of April 1, 1993 (the 'Original \nParticipation Agreement'; all capitalized terms used herein without definition \nshall have the meanings set forth in the Original Participation Agreement; the \nOriginal Participation Agreement as amended by the First Amendment to \nParticipation Agreement (1993 747 A) dated as of December 1, 1993, as further \namended by the Second Amendment to Participation Agreement (1993 747 A) dated \nas of July 1, 1994, and as further amended and restated by the First Amended \nand Restated\n\n\n  \n                                       2\n\nParticipation Agreement (1993 747 A) dated as of May 1, 1995, being herein \ncalled the 'Participation Agreement'), providing for the sale and lease of one \nBoeing Model 747-422 aircraft, bearing U.S. registration number N189UA and \nManufacturer's Serial Number 26878 (the 'Aircraft');\n                             \n\n            WHEREAS, concurrently with the execution and delivery of the \nOriginal Participation Agreement, the Owner Participant entered into a Trust \nAgreement (1993 747 A), dated as of April 1, 1993 (such Trust Agreement, as \nsupplemented by Trust Agreement and Trust Indenture and Mortgage Supplement No. \n1 (1993 747 A), dated April 20, 1993, being herein called the 'Original Trust \nAgreement'; the Original Trust Agreement as amended by the First Amended and \nRestated Trust Agreement (as defined below) being herein called the 'Trust \nAgreement'), with the Owner Trustee in its individual capacity, pursuant to \nwhich Trust Agreement the Owner Trustee agreed, among other things, to hold the \nTrust Estate defined in Section 1.01 of such Trust Agreement for the benefit of \nthe Owner Participant thereunder;\n\n            WHEREAS, concurrently with the execution and delivery of the \nOriginal Participation Agreement, the Owner Trustee and the Indenture Trustee \nentered into a Trust Indenture and Mortgage (1993 747 A), dated as of April 1, \n1993 (such Trust Indenture and Mortgage, as supplemented by Trust Agreement and \nTrust Indenture and Mortgage Supplement No. 1 (1993 747 A), dated April 20, \n1993 (the 'Trust Supplement'), as amended and restated by the First Amended and \nRestated Trust Indenture and Mortgage (1993 747 A) dated as of April 1, 1993, \nas further amended and restated by the Second Amended and Restated Trust \nIndenture and Mortgage (1993 747 A) dated as of July 1, 1994 (the 'Second \nAmended and Restated Indenture') and as amended by the First Amendment to the \nSecond Amended and Restated Indenture and Mortgage (1993 747 A) dated September \n27, 1994, being herein called the 'Original Indenture'; the Original Indenture \nas amended and restated as contemplated by Section 3(c) below, being herein \ncalled the 'Indenture') for the benefit of the Original Loan Participant (and, \nupon the issuance of the Equipment Notes (as defined below), the Holders (as \ndefined in the Third Amended and Restated Indenture) of the Equipment Notes \nissued thereunder), pursuant to which Original Indenture, among other things, a \ncertificate substantially in the form set forth in Section 2.01 thereof (a \n'Successor Original Certificate') was issued to each Successor Original Loan \nParticipant as evidence of the loan then being made by such Successor Original \nLoan Participant to the Owner Trustee, the proceeds of which were applied by \nthe Owner Trustee to the payment of Lessor's Cost for the Aircraft;\n\n            WHEREAS, concurrently with the execution and delivery of the \nOriginal Participation Agreement, the Owner Trustee and the Lessee entered into \na Lease Agreement (1993 747 A), dated as of April 1, 1993 (such Lease \nAgreement, as supplemented by Lease Supplement No. 1 (1993 747 A) dated April \n20, 1993, as amended and restated by the First Amended and Restated Lease \nAgreement (1993 747 A) dated as of April 1, 1993, as\n\n \n                                       3\n\namended by the First Amendment to First Amended and Restated Lease Agreement \n(1993 747 A) dated April 19, 1994, as further amended by the Second Amendment \nto First Amended and Restated Lease Agreement (1993 747 A) dated as of July 1, \n1994, as further amended by the Third Amendment to First Amended and Restated \nLease Agreement (1993 747 A) dated July 22, 1994, being herein called the \n'Original Lease'; the Original Lease as amended and restated by the Second \nAmended and Restated Lease Agreement (1993 747 A) dated as of May 1, 1995 being \nherein called the 'Lease'), relating to the Aircraft whereby, subject to the \nterms and conditions set forth in the Original Lease, the Owner Trustee agreed \nto lease to the Lessee, and the Lessee agreed to lease from the Owner Trustee, \nthe Aircraft on the Delivery Date;\n\n            WHEREAS, concurrently with the execution and delivery of the \nOriginal Participation Agreement, the Lessee and the Owner Participant entered \ninto a Tax Indemnity Agreement (1993 747 A), dated as of April 1, 1993 (such \nTax Indemnity Agreement being herein called the 'Original Tax Indemnity \nAgreement'), and in connection with the refinancing contemplated hereby, Lessee \nand the Owner Participant are entering into the Amended and Restated Tax \nIndemnity Agreement (as defined below) (the Original Tax Indemnity Agreement as \namended and restated by the Amended and Restated Tax Indemnity Agreement, being \ncalled herein the 'Tax Indemnity Agreement');\n\n            WHEREAS, the parties hereto wish to effect an optional redemption \nof each Successor Original Certificate issued to the Successor Original Loan \nParticipants pursuant to the Second Amended and Restated Indenture and as \npermitted by Section 20 of the Original Participation Agreement as part of a \nrefunding or refinancing transaction;\n\n            WHEREAS, the Owner Trustee has agreed, in connection with the \nredemption of the Successor Original Certificates issued to the Successor \nOriginal Loan Participants pursuant to the Second Amended and Restated \nIndenture, to issue Equipment Notes substantially in the form set forth in \nExhibit A-1 and Exhibit A-2 to the Third Amended and Restated Indenture (for \nthe purposes hereof, 'Equipment Notes' shall have the meaning set forth for the \nterm 'Series 1993 747 A Certificates' in the Third Amended and Restated \nIndenture) to the two separate grantor trusts created by the Pass Through Trust \nAgreements, and each Pass Through Trustee will thereafter issue the Pass \nThrough Certificates substantially in the form of Exhibit A to each Pass \nThrough Trust Agreement (the 'Pass Through Certificates');\n\n            WHEREAS, to facilitate the Owner Trustee's sale of the Equipment \nNotes to the Pass Through Trustee and the purchase of such Equipment Notes by \nthe Pass Through Trustee, the Lessee, referred to as the 'Company' in the Basic \nAgreement, has duly authorized the execution and delivery of each of the two \nPass Through Trust Agreements as the 'issuer' thereunder, as such term is \ndefined in and solely for purposes of the Securities Act of 1933, as amended, \nand of the Pass Through Certificates being issued thereunder as\n\n \n                                       4\n\nthe 'obligor' thereunder, as such term is defined in and solely for purposes of \nthe Trust Indenture Act of 1939, as amended, with respect to the Pass Through \nCertificates and is undertaking to perform certain administrative and \nministerial duties thereunder and is also undertaking to pay the fees and \nexpenses of the Pass Through Trustee;\n\n            WHEREAS, the proceeds from the sale of the Equipment Notes will be \napplied, among other things, to effect the optional redemption of the Successor \nOriginal Certificates issued to the Successor Original Loan Participants \npursuant to the Second Amended and Restated Indenture; and\n\n            WHEREAS, in connection with the refunding or refinancing \ntransaction as contemplated hereby, the Owner Trustee and the Lessee have \nagreed to adjust all payments of Basic Rent, Excess Amount, Stipulated Loss \nValue, Termination Value, Special Termination Value and EBO Percentages, and to \nadjust the debt amortization schedule on the Refinancing Date (as defined \nbelow) in accordance with Section 20 of the Original Participation Agreement, \nand to amend Exhibits B, C, D and H of the Lease so as to reflect such \nadjustments;\n\n            NOW, THEREFORE, in consideration of the mutual agreements herein \ncontained and other good and valuable consideration, the receipt and \nsufficiency of which are hereby acknowledged, the parties hereto agree as \nfollows:\n\n            SECTION 1.  Redemption and Refinancing of Successor Original \nCertificate.  (a)  Subject to the satisfaction or waiver of the conditions \nset forth herein at or prior to 10:00 a.m. (Central Standard Time) on the date \ndesignated by the Lessee, on behalf of the Owner Trustee, pursuant to Section \n20 of the Original Participation Agreement or at such other date and time \nagreed to by the parties hereto (the 'Refinancing Date'):\n\n            (i)  the Owner Trustee shall, in accordance with Section 2.01 of \n      the Third Amended and Restated Indenture, issue and deliver to the \n      Indenture Trustee Equipment Notes, dated the Refinancing Date and of the \n      maturities, in the principal amounts, bearing the interest rates and of \n      the other economic terms specified in Exhibits A, A-1 and A-2 hereto (the \n      aggregate principal amount of such Equipment Notes being not less than \n      ___% of the aggregate outstanding principal amount of the Successor \n      Original Certificates);\n\n           (ii)  the Indenture Trustee shall authenticate such Equipment Notes \n      pursuant to Section 2.02 of the Third Amended and Restated Indenture, and \n      deliver such Equipment Notes to the Pass Through Trustees as specified in \n      Exhibit A-2 hereto against payment by the Pass Through Trustees of the \n      amounts specified in Exhibit A hereto (the aggregate amounts being the \n      'Refinancing Amount');\n\n \n                                       5\n\n            (iii)  the Lessee shall on the Refinancing Date pay to the \n      Indenture Trustee for the account of the Owner Trustee and on an \n      after-tax basis to the Owner Trustee and the Owner Participant all \n      Supplemental Rent (including Break Amount (as defined in the Original \n      Indenture), if any), necessary to effectuate on the Refinancing Date the \n      transactions contemplated hereby or otherwise due and owing on the \n      Refinancing Date; \n\n             (iv)  the Indenture Trustee shall disburse to each Successor \n      Original Loan Participant the amount of principal, interest and Break \n      Amount, if any, owing to such Successor Original Loan Participant on the \n      Refinancing Date with respect to the Successor Original Certificate \n      issued to such Successor Original Loan Participant pursuant to the Second \n      Amended and Restated Indenture in accordance with Section 2.11 of the \n      Second Amended and Restated Indenture and Section 20 of the Original \n      Participation Agreement; and\n\nThe Owner Participant, by its execution and delivery hereof, requests and \ndirects the Owner Trustee, in accordance with Section 5.02 of the Trust \nAgreement, to execute and deliver this Agreement, the First Amended and \nRestated Participation Agreement, the Second Amended and Restated Lease \nAgreement and the Third Amended and Restated Indenture and to take all actions \nnecessary or desirable to effect the issuance of the Equipment Notes and the \nredemption of the Successor Original Certificates issued to the Successor \nOriginal Loan Participants pursuant to the Second Amended and Restated \nIndenture.\n\n            (b)  On the Refinancing Date, subject to the receipt by each \nSuccessor Original Loan Participant of the aggregate amount provided for in \nSection 20 of the Original Participation Agreement, such Successor Original \nLoan Participant shall deliver the Successor Original Certificate issued to \nsuch Successor Original Loan Participant to the Owner Trustee for cancellation \nby the Indenture Trustee.  Each Successor Original Loan Participant hereby \nauthorizes the Indenture Trustee to act for its benefit as contemplated in this \nSection 1, and agrees to take all actions necessary or desirable to effect the \nissuance of the Equipment Notes and the redemption of the Successor Original \nCertificate issued to such Successor Original Loan Participant.\n\n            (c)  In case a Pass Through Trustee shall fail to make the payment \ndescribed in Section 1(a)(ii), above, or in case the Owner Trustee shall for \nany reason fail to issue and deliver to the Indenture Trustee the Equipment \nNotes pursuant to Section 1(a)(i), above, (i) the written notice given by the \nLessee with respect to the refinancing contemplated hereby shall be deemed to \nhave never been given, (ii) the Indenture Trustee, the Owner Trustee, the Owner \nParticipant and the Lessee shall have no obligation to pay to any Successor \nOriginal Loan Participant any amount in respect of the redemption of the \nSuccessor Original Certificate issued to such Successor Original Loan \nParticipant pursuant hereto other than Break Amount, if any, resulting from a \nfailure of such redemption to occur, (iii) none of the\n\n \n                                       6\n\nFirst Amended and Restated Trust Agreement, the First Amended and Restated \nParticipation Agreement, Second Amended and Restated Lease Agreement, the \nAmended and Restated Tax Indemnity Agreement and the Third Amended and Restated \nIndenture shall be deemed to have been delivered and (iv) each Successor \nOriginal Certificate issued to the Successor Original Loan Participant shall \nremain outstanding and in full force and effect and shall continue to be \nsubject to the terms of the Second Amended and Restated Indenture.\n\n            (d)  The closing (the 'Closing') of the transactions described in \nthis Agreement shall take place at the offices of Vedder, Price, Kaufman &amp; Kammholz, 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60601, on the \nRefinancing Date, or at such other place as the parties hereto may agree; the \nparties hereby agree that the transactions contemplated hereby shall be deemed \nto have occurred simultaneously and that no transaction contemplated hereby \nshall be deemed to have occurred except in conjunction with the occurrence of \nall such other transactions.\n\n            (e)  All payments pursuant to this Section 1 shall be made on the \nRefinancing Date in immediately available funds to such accounts and at such \nbanks as the parties hereto shall designate in writing not less than one \nBusiness Day prior to the Refinancing Date.\n\n            (f)  This Agreement shall apply only to the redemption and \nrefunding of the Successor Original Certificates issued to the Successor \nOriginal Loan Participants as described herein and not to the redemption or \nrefunding of any Equipment Notes or any other Certificate (as defined in the \nThird Amended and Restated Indenture) issued under the Third Amended and \nRestated Indenture.\n\n            SECTION 2.  Adjustments to Exhibits to the Lease.  The parties \nhereto agree, by their execution and delivery hereof, that the transactions \ncontemplated hereby constitute a refinancing transaction as contemplated by \nSection 20 of the Participation Agreement and that they will take all actions \ncontemplated thereby, including the revision of Exhibits B, C, D and H of the \nLease and Schedule I to the Tax Indemnity Agreement to reflect the adjustments \ncontemplated thereby.  Subject to the consummation of such refinancing \ntransaction as described herein, such revised Exhibits B, C, D and H to the \nLease and Schedule I to the Tax Indemnity Agreement shall be effective as of \nthe Refinancing Date.\n\n            SECTION 3.  Conditions Precedent.  The obligations of each of \nthe parties hereto to participate in the transactions contemplated by this \nAgreement on the Refinancing Date are subject to the fulfillment, prior to or \non the Refinancing Date, of the following conditions precedent; provided, \nhowever, that it shall not be a condition precedent to the obligations of \nany party hereto that any document be produced or action taken that is to be \nproduced or taken by such party or any Person within such party's control; \nprovided further, however, that only the condition set forth in clause (a) of\nthis Section 3 shall be a condition precedent to the actions of the Successor\nOriginal Loan Participants:\n\n \n                                       7\n\n            (a)  Each Pass Through Trustee shall have received, concurrently \nwith the payment to the Indenture Trustee by such Pass Through Trustee of an \namount equal to the amount specified on Exhibit A, the Equipment Notes as \nrequired by Section 1(a)(ii), and the Indenture Trustee shall have received any \nother amounts, including Break Amount, if any, required to be paid in \nconnection with the redemption of the Successor Original Certificates issued to \nthe Successor Original Loan Participants on the Refinancing Date, and such \namounts shall have been paid to the Successor Original Loan Participants.\n\n            (b)  The Equipment Notes shall have been issued and authenticated \nin accordance with the Third Amended and Restated Indenture, and there shall \nhave been transferred to the Indenture Trustee in immediately available funds \nthe amounts referred to above in Section 1(a)(ii)-(iii).\n\n            (c)  The Owner Trustee and the Indenture Trustee shall have entered \ninto a Third Amended and Restated Indenture in substantially the form of \nExhibit B hereto which shall have been duly filed for recording with the FAA.\n\n            (d)  The Lessee and the Owner Trustee shall have entered into the \nSecond Amended and Restated Lease Agreement in substantially the form of \nExhibit C hereto, which shall have been duly filed for recording with the FAA.\n\n            (e)  Each of (i) the Lessee, the Owner Participant, the Owner \nTrustee, the Pass Through Trustees and the Indenture Trustee shall have entered \ninto the First Amended and Restated Participation Agreement in substantially \nthe form of Exhibit D hereto and (ii) the Lessee and the Owner Participant \nshall have entered into an Amended and Restated Tax Indemnity Agreement (the \n'Amended and Restated Tax Indemnity Agreement').\n\n            (f)  The Owner Participant and the Owner Trustee shall have entered \ninto the First Amended and Restated Trust Agreement in substantially the form \nof Exhibit E hereto which shall have been duly filed for recording with the \nFAA.\n\n            (g)  (i) The Indenture Trustee shall have received on or prior to \nthe Delivery Date (A) a copy (or other documentation satisfactory to it) of the \nacknowledgment copy of a properly completed Uniform Commercial Code financing \nstatement, reflecting the Owner Trustee as debtor and the Indenture Trustee as \nsecured party, as to the Indenture Estate, evidencing its filing with the \noffice of the Secretary of State of the Commonwealth of Massachusetts, and (B) \na copy (or other documentation satisfactory to it) of the acknowledgment copy \nof a properly completed Uniform Commercial Code financing statement, reflecting \nthe Lessee as debtor and the Owner Trustee as secured party (and reflecting the \nIndenture Trustee as assignee), evidencing its filing with the office of the \nSecretary of State of the State of Illinois, and (ii) no financing statement or \nsimilar filing described above in clause (i) shall have been terminated or \namended subsequent to the date of\n\n \n                                       8\n\nits filing and (iii) the Indenture Trustee shall have received, on or prior to \nthe Delivery Date, the only original copy of the Original Lease and, on or \nprior to the Refinancing Date, the only original copy of the Second Amended and \nRestated Lease Agreement and shall have (and shall have retained without \ninterruption subsequent to its receipt thereof) possession of each thereof on \nthe Refinancing Date.\n\n            (h)  Each of the Indenture Trustee, the Owner Trustee, the Pass \nThrough Trustees and the Owner Participant shall have received the following \ndocuments (each of which shall be reasonably satisfactory in form and substance \nto each of them):\n\n                  (i)  a certificate of an Independent Appraiser (as defined in \n            the Amended and Restated Indenture) to the effect that the fair \n            value of the Aircraft as of the Refinancing Date is not less than \n            125% of the aggregate principal amount of the Equipment Notes;\n\n                  (ii)  a certificate, dated the Refinancing Date, of a \n            Responsible Company Officer (as defined in the Indenture) to the \n            effect that the issuance of the Pass Through Certificates and the \n            application of the proceeds thereof will not be inconsistent with \n            any of the provisions of the Pass Through Trust Agreement and that \n            all conditions precedent specified herein required to be satisfied \n            by Lessee prior to the issuance of the Equipment Notes have been \n            satisfied; and\n\n                  (iii)  revised Exhibits B, C, D and H to the Lease, as \n            provided for in the Second Amended and Restated Lease Agreement.\n\n            (i)  Each of the Indenture Trustee, the Owner Trustee, the Pass \nThrough Trustees and the Owner Participant shall have received a certificate \nsigned by a Responsible Company Officer (as defined in the Indenture) of the \nLessee, dated the Refinancing Date, certifying that:\n\n                  (i)  the representations and warranties contained herein of \n            the Lessee are correct as though made on and as of the Refinancing \n            Date, except to the extent that such representations and warranties \n            relate solely to an earlier date (in which case such \n            representations and warranties shall be certified to have been \n            correct on and as of such earlier date); \n\n                  (ii)  no event has occurred and is continuing which \n            constitutes an Event of Default or Default (as each such term is \n            defined in the Lease); and \n\n \n                                       9\n\n                  (iii)  no Event of Loss (or event which with the passage of \n            time or the giving of notice, or both, would constitute an Event of \n            Loss) has occurred with respect to the Airframe or any Engine.\n\n            (j)  Each of the Indenture Trustee, the Owner Participant, the Pass \nThrough Trustees and the Lessee shall have received a certificate signed by a \nResponsible Officer (as defined in the Third Amended and Restated Indenture) of \nthe Owner Trustee, dated the Refinancing Date, certifying that the \nrepresentations and warranties contained herein of the Owner Trustee are \ncorrect as though made on and as of the Refinancing Date, except to the extent \nthat such representations and warranties relate solely to an earlier date (in \nwhich case such representations and warranties shall be certified to have been \ncorrect on and as of such earlier date).\n\n            (k)  Each of the Indenture Trustee, the Owner Trustee, the Pass \nThrough Trustees and the Lessee shall have received a certificate signed by an \nauthorized officer of the Owner Participant, dated the Refinancing Date, \ncertifying that the representations and warranties contained herein of the \nOwner Participant are correct as though made on and as of the Refinancing Date, \nexcept to the extent that such representations and warranties relate solely to \nan earlier date (in which case such representations and warranties shall be \ncertified to have been correct on and as of such earlier date).\n\n            (l)  Each of the Pass Through Trustees, the Owner Trustee, the \nOwner Participant and the Lessee shall have received a certificate signed by a \nResponsible Officer of the Indenture Trustee, dated the Refinancing Date, \ncertifying that the representations and warranties contained herein of the \nIndenture Trustee are correct as though made on and as of the Refinancing Date, \nexcept to the extent that such representations and warranties relate solely to \nan earlier date (in which case such representations and warranties are correct \non and as of such earlier date).\n\n            (m)  Each of the Indenture Trustee, the Owner Trustee, the Owner \nParticipant and the Lessee shall have received a certificate signed by an \nauthorized officer of each of the Pass Through Trustees, dated the Refinancing \nDate, certifying that the representations and warranties contained herein of \nsuch Pass Through Trustee are correct as though made on and as of the \nRefinancing Date, except to the extent that such representations and warranties \nrelate solely to an earlier date (in which case such representations and \nwarranties are correct on and as of such earlier date).\n\n            (n)  Each of the Pass Through Trustees, the Indenture Trustee, the \nOwner Trustee and the Owner Participant shall have received the following:\n\n                  (i)  an incumbency certificate of the Lessee as to the person \n            or persons authorized to execute and deliver this Agreement, the \n            First Amended and\n\n\n \n                                       10\n\n            Restated Participation Agreement, the Second Amended and Restated \n            Lease Agreement, the Amended and Restated Tax Indemnity Agreement \n            and any other documents to be executed on behalf of the Lessee in \n            connection with the transactions contemplated hereby and the \n            signatures of such person or persons;\n\n                  (ii)  a copy of the resolutions of the board of directors of \n            the Lessee or the executive committee thereof, certified by the \n            Secretary or an Assistant Secretary of the Lessee, duly authorizing \n            the transactions contemplated hereby and the execution and delivery \n            of each of the documents required to be executed and delivered on \n            behalf of the Lessee in connection with the transactions \n            contemplated hereby; and\n\n                  (iii)  such other documents and evidence with respect to the \n            other parties hereto as it may reasonably request in order to \n            establish the due consummation of the transactions contemplated by \n            this Agreement, any other Operative Documents, the Underwriting \n            Agreement (as defined below) and the Pass Through Trust Agreements \n            and the taking of all necessary corporate action in connection \n            therewith and compliance with the conditions herein set forth.\n\n            (o)   Each of the Pass Through Trustees, the Indenture Trustee, the \nOwner Trustee and the Owner Participant shall have received a certificate \nsigned by an authorized officer of the Lessee, dated the Refinancing Date, \ncertifying that:\n\n                  (i)  the Aircraft has been duly certified by the FAA as to \n            type and airworthiness in accordance with the terms of the Original \n            Lease;\n\n                  (ii)  the Owner Trustee's FAA Bill of Sale, the Original \n            Lease, the Original Trust Agreement and the Original Indenture have \n            been duly recorded with the FAA pursuant to the Federal Aviation \n            Act of 1958, as amended; \n\n                  (iii)  the Aircraft has been registered with the FAA in the \n            name of the Owner Trustee and the Lessee has authority to operate \n            the Aircraft; and\n\n                  (iv)  the Second Amended and Restated Lease, the Third \n            Amended and Restated Indenture and the First Amended and Restated \n            Trust Agreement have been duly filed for recording with the FAA.\n\n            (p)  Each of the Indenture Trustee, the Owner Trustee, the Pass \nThrough Trustees and the Owner Participant shall have received an opinion \naddressed to them from Vedder, Price, Kaufman &amp; Kammholz, special counsel for \nthe Lessee, substantially to the\n\n\n \n                                       11\n\nsame effect as the opinion delivered by it on the Delivery Date pursuant to \nSection 4(a)(xi) of the Original Participation Agreement.\n\n            (q)  Each of the Indenture Trustee, the Owner Trustee, the Pass \nThrough Trustees and the Owner Participant shall have received an opinion \naddressed to them from Francesca M. Maher, Esq., Vice President-Law, Deputy \nGeneral Counsel and Corporate Secretary of the Lessee, substantially to the \nsame effect as the opinion delivered by internal counsel to the Lessee on the \nDelivery Date pursuant to Section 4(a)(xi) of the Original Participation \nAgreement.\n\n            (r)  Each of the Indenture Trustee, the Owner Trustee, the Pass \nThrough Trustees, the Owner Participant and the Lessee shall have received an \nopinion addressed to them from Bingham, Dana &amp; Gould, special counsel for the \nOwner Trustee, substantially to the same effect as the opinion delivered on the \nDelivery Date pursuant to Section 4(a)(xiii) of the Original Participation \nAgreement.\n\n            (s)  Each of the Indenture Trustee, the Owner Trustee, the Pass \nThrough Trustees, the Owner Participant and the Lessee shall have received an \nopinion addressed to them from Ray, Quinney &amp; Nebeker, special counsel for the \nPass Through Trustees and the Indenture Trustee, substantially to the same \neffect as the opinion delivered on the Delivery Date pursuant to Section \n4(a)(xvi) of the Original Participation Agreement.\n\n            (t)  Each of the Indenture Trustee, the Owner Trustee, the Pass \nThrough Trustees, the Owner Participant and the Lessee shall have received \nopinions addressed to them from Dewey Ballantine, special counsel for the Owner \nParticipant, and the Vice President-General Counsel of the Owner \n                 \nParticipant, substantially to the same effect as the opinions delivered by them \non the Delivery Date pursuant to Section 4(a)(xiv) of the Original \nParticipation Agreement.\n\n            (u)  Each of the Indenture Trustee, the Owner Trustee, the Pass \nThrough Trustees, the Owner Participant and the Lessee shall receive an opinion \naddressed to them from Crowe &amp; Dunlevy, P.C., special counsel in Oklahoma City, \nOklahoma, substantially to the same effect taking into account the Third \nAmended and Restated Indenture, the Second Amended and Restated Lease Agreement \nand the First Amended and Restated Trust Agreement, (i) as the opinion \ndelivered by it pursuant to Section 4(a)(xv) of the Original Participation \nAgreement on the Delivery Date and (ii) as the opinion delivered to them \nsubsequent to the Delivery Date pursuant to the final paragraph of Section 4(a) \nof the Original Participation Agreement.\n\n            (v)  Each of the Indenture Trustee, the Owner Trustee, the Pass \nThrough Trustees and the Owner Participant shall have received an independent \ninsurance broker's report, and certificates of insurance, dated the Refinancing \nDate, substantially in the form of\n\n\n \n                                       12\n\nthe report and certificates delivered pursuant to Section 4(a)(xxi) of the \nOriginal Participation Agreement on the Delivery Date, as to the due compliance \nwith the terms of Section 11 of the Lease relating to the insurance with \nrespect to the Aircraft and with any other agreements of the Lessee with \nrespect of such insurance, and references in such report and certificates to \nthe 'Indenture', the 'Participation Agreement', the 'Trust Agreement' and the \n'Lease' shall be to such documents as amended and restated by the Third Amended \nand Restated Indenture, the First Amended and Restated Participation Agreement, \nthe Second Amended and Restated Lease Agreement and the First Amended and \nRestated Trust Agreement.  Such report and certificates shall recognize the \nredemption of the Original Certificate issued to the Successor Original Loan \nParticipant consummated pursuant to this Agreement.\n\n            (w)  Each Successor Original Loan Participant shall have executed \nand delivered a receipt and release of indebtedness as to the Successor \nOriginal Certificate issued to such Successor Original Loan Participant.\n\nThe opinions described above in clauses (p)-(u) shall be dated the Refinancing \nDate and references therein corresponding to references in prior opinions to \nthe 'Indenture', the 'Participation Agreement', the 'Lease', the 'Trust \nAgreement' or the 'Tax Indemnity Agreement' shall be to such documents as \namended by the Third Amended and Restated Indenture, the First Amended and \nRestated Participation Agreement, the Second Amended and Restated Lease \nAgreement, the First Amended and Restated Trust Agreement and the Amended and \nRestated Tax Indemnity Agreement, respectively.\n\n            Promptly upon the recording with the FAA of the Third Amended and \nRestated Indenture, the Second Amended and Restated Lease Agreement and the \nFirst Amended and Restated Trust Agreement, the Lessee will cause Crowe &amp; Dunlevy, P.C., special counsel in Oklahoma City, Oklahoma, to deliver to the \nparties hereto an opinion as to the due recording thereof and the lack of \nfiling of any intervening documents with respect to the Aircraft.\n\n            Each of the parties hereto agrees to instruct its counsel to \nprepare and deliver the respective opinions described above in clauses (p)-(u) \nand to address each such opinion to the Underwriters in addition to the \nrespective addressees set forth above.  \n\n            SECTION 4.  Representations and Warranties.  (a)  The Lessee \nrepresents and warrants to the Indenture Trustee, the Owner Trustee, each Pass \nThrough Trustee and the Owner Participant that:\n\n                  (i)  it is a corporation duly organized and validly existing \n            in good standing pursuant to the laws of the State of Delaware, is \n            duly qualified to do business as a foreign corporation in each \n            jurisdiction in which its operations or the nature of its business \n            requires, except for any jurisdiction where the failure\n\n\n \n                                       13\n\n            to be so qualified would not have a material adverse effect on it \n            or its business; is a 'citizen of the United States' as defined in \n            Section 40102(a)(15) of Title 49 of the United States Code, as \n            amended (the 'Act') and an 'air carrier' within the meaning of the \n            Act operating under certificates issued under Section 41102 of such \n            Act; holds all material licenses, certificates, permits and \n            franchises from the appropriate agencies of the United States \n            and\/or all other governmental authorities having jurisdiction \n            necessary to authorize it to engage in air transport and to carry \n            on scheduled passenger service as presently conducted; has its \n            chief executive office (as such term is defined in Article 9 of the \n            Uniform Commercial Code) in Elk Grove Township, Illinois; and has \n            the corporate power and authority to conduct its business as it is \n            presently being conducted, to hold under lease the Aircraft and to \n            enter into this Agreement, the Original Lease, the Lease Supplement \n            covering the Aircraft, the Second Amended and Restated Lease \n            Agreement, the Original Participation Agreement, the First \n            Amendment to Participation Agreement, the Second Amendment to \n            Participation Agreement, the First Amended and Restated \n            Participation Agreement, the Original Tax Indemnity Agreement, the \n            Amended and Restated Tax Indemnity Agreement, the Basic Agreement, \n            each Pass Through Trust Agreement Supplement and the Owner \n            Trustee's Purchase Agreement (as defined in the Lease) and perform \n            its obligations under this Agreement, the Lease, the Participation \n            Agreement, the Tax Indemnity Agreement, each Pass Through Trust \n            Agreement and any other Operative Document to which it is or is to \n            be a party;\n\n                  (ii)  the execution and delivery by it of each of this \n            Agreement, the  Original Lease, the Lease Supplement covering the \n            Aircraft, the Second Amended and Restated Lease Agreement, the \n            Original Participation Agreement, the First Amendment to \n            Participation Agreement, the Second Amendment to Participation \n            Agreement, the First Amended and Restated Participation Agreement, \n            the Original Tax Indemnity Agreement, the Amended and Restated Tax \n            Indemnity Agreement, the Basic Agreement, each Pass Through Trust \n            Agreement Supplement and the Owner Trustee's Purchase Agreement, \n            and the performance by it of each of this Agreement, the Lease, the \n            Participation Agreement, the Tax Indemnity Agreement, each Pass \n            Through Trust Agreement and any other Operative Document to which \n            it is or is to be a party has been duly authorized by all necessary \n            corporate action on the part of the Lessee, does not require any \n            stockholder approval or approval or consent of any trustee or \n            holder of any indebtedness or obligations of the Lessee except such \n            as have been duly obtained and are in full force and effect, and \n            does not contravene any law, judgment, governmental rule, \n            regulation or order binding on it or its certificate of \n            incorporation or by-laws or contravene the provisions of, or \n            constitute a default under, or result in the creation of any\n\n\n \n                                       14\n\n            Lien (other than Permitted Liens) upon its property under, its \n            certificate of incorporation or by-laws, or any indenture, \n            mortgage, chattel mortgage, deed of trust, conditional sales \n            contract, bank loan, credit agreement, contract or other agreement \n            or instrument to which it is a party or by which it or any of its \n            properties may be bound or affected;\n\n                  (iii)  neither the execution and delivery by it of this \n            Agreement, the  Original Lease, the Lease Supplement covering the \n            Aircraft, the Second Amended and Restated Lease Agreement, the \n            Original Participation Agreement, the First Amendment to \n            Participation Agreement, the Second Amendment to Participation \n            Agreement, the First Amended and Restated Participation Agreement, \n            the Original Tax Indemnity Agreement, the Amended and Restated Tax \n            Indemnity Agreement, the Basic Agreement, each Pass Through Trust \n            Agreement Supplement or the Owner Trustee's Purchase Agreement, nor \n            the performance by it of its obligations under this Agreement, the \n            Lease, the Participation Agreement, the Tax Indemnity Agreement, \n            each Pass Through Trust Agreement and any other Operative Document \n            to which it is or is to be a party, requires the consent or \n            approval of, the giving of notice to, or the registration with, or \n            the taking of any other action in respect of any federal, state or \n            foreign governmental authority or agency, except for (A) the \n            orders, permits, waivers, exemptions, authorizations and approvals \n            of the regulatory authorities having jurisdiction over the \n            operation of the Aircraft by it, which orders, permits, waivers, \n            exemptions, authorizations and approvals have been duly obtained \n            and are in full force and effect, (B) the registration of the \n            Aircraft referred to in Section 4(a)(ix)(2) of the Participation \n            Agreement, (C) the registrations and filings referred to in Section \n            4(a)(vi), (D) the recordings with the FAA described in the opinion \n            referred to in Section 3(v) and (E) any normal periodic and other \n            reporting requirements under the applicable rules and regulations \n            of the FAA to the extent required to be given or obtained only \n            after the Delivery Date, it being understood that the registration \n            of the issuance and sale of the Pass Through Certificates to be \n            issued pursuant to the provisions of the Pass Through Trust \n            Agreements under the Securities Act of 1933, as amended, and under \n            the securities laws of any state in which the Pass Through \n            Certificates may be offered for sale if the laws of such state \n            require such action has been duly accomplished and the \n            qualification of each Pass Through Trust Agreement under the Trust \n            Indenture Act of 1939, as amended, has been duly obtained;\n\n                  (iv)  each of this Agreement, the Original Lease, the Lease \n            Supplement covering the Aircraft, the Second Amended and Restated \n            Lease Agreement, the Original Participation Agreement, the First \n            Amendment to Participation Agreement, the Second Amendment to \n            Participation Agreement, the First\n\n\n \n                                       15\n\n            Amended and Restated Participation Agreement, the Original Tax \n            Indemnity Agreement, the Amended and Restated Tax Indemnity \n            Agreement, the Basic Agreement, each Pass Through Trust Agreement \n            Supplement and the Owner Trustee's Purchase Agreement has been, or \n            on the Refinancing Date will have been, duly executed and delivered \n            by the Lessee; and each of this Agreement, the Lease, the \n            Participation Agreement, the Tax Indemnity Agreement, each Pass \n            Through Trust Agreement and each other Operative Document to which \n            it is or is to be a party will as of the Refinancing Date \n            constitute a legal, valid and binding obligation of the Lessee \n            enforceable against the Lessee in accordance with the terms \n            thereof;\n\n                  (v)  there are no pending or threatened actions or \n            proceedings before any court or administrative agency which \n            individually (or in the aggregate in the case of any group of \n            related lawsuits) is expected to have a material adverse effect on \n            its financial condition or its ability to perform its obligations \n            under, any of this Agreement, the Lease, the Participation \n            Agreement, the Tax Indemnity Agreement, each Pass Through Trust \n            Agreement and each other Operative Document to which it is or is to \n            be a party;\n\n                  (vi)  except for (A) the registration of the Aircraft \n            pursuant to the Act, (B) the filing for recording pursuant to said \n            Act of the Trust Agreement, the First Amended and Restated Trust \n            Agreement, the Original Lease, the Lease Supplement covering the \n            Aircraft, the Second Amended and Restated Lease Agreement, the \n            Original Indenture, the Trust Supplement, the First Amended and \n            Restated Trust Indenture, the Second Amended and Restated \n            Indenture, the Third Amended and Restated Trust Indenture and the \n            Owner Trustee's FAA Bill of Sale, (C) the filing of financing \n            statements (and continuation statements at periodic intervals) with \n            respect to the security and other interests created by such \n            documents under the Uniform Commercial Code of Illinois (which \n            financing statements have been duly filed) and the Uniform \n            Commercial Code of the Commonwealth of Massachusetts (which \n            financing statements have been duly filed) and (D) the taking of \n            possession by the Indenture Trustee of the original counterparts of \n            the Original Lease, the Lease Supplement covering the Aircraft and \n            the Second Amended and Restated Lease Agreement, no further action, \n            including any filing or recording of any document (including any \n            financing statement in respect thereof under Article 9 of the \n            Uniform Commercial Code of any applicable jurisdiction), is \n            necessary or advisable in order to establish and perfect the Owner \n            Trustee's title to and interest in the Aircraft as against it, and \n            to perfect the Indenture Trustee's security interest in the \n            Aircraft as against the Owner Trustee, and in each case as against \n            any third parties in any applicable jurisdictions in the United \n            States;\n\n\n \n                                       16\n\n                  (vii)  no event has occurred and is continuing which \n            constitutes an Event of Default or Default (as each such term is \n            defined in the Lease); and there has not occurred any event which \n            constitutes or would, with the passage of time or the giving of \n            notice, or both, constitute, an Event of Loss;\n\n                  (viii)  on the Delivery Date, the Owner Trustee received good \n            and marketable title to the Aircraft free and clear of all Liens, \n            except the rights of the Lessee under the Original Lease and the \n            Lease Supplement covering the Aircraft, the Lien of the Original \n            Indenture, the beneficial interest of the Owner Participant in the \n            Aircraft and the Liens permitted by clauses (ii) and (iii) (solely \n            for taxes not yet due) of Section 6 of the Original Lease;\n\n                  (ix)  the Lessee is not in default in the performance of any \n            term or condition of the Owner Trustee's Purchase Agreement, and is \n            not in default in the performance of any term or condition of the \n            Purchase Agreement which materially adversely impairs the \n            transactions contemplated by the Participation Agreement or hereby; \n\n                  (x)  no governmental approval of any kind is required of the \n            Owner Participant, the Successor Original Loan Participant, the \n            Owner Trustee, the Indenture Trustee or any Pass Through Trustee \n            for their respective execution of or performance under this \n            Agreement or any agreement contemplated hereby solely by reason of \n            any fact or circumstance peculiar to:  (A) the Lessee, (B) the \n            nature of the Aircraft, or (C) the Lessee's proposed operation or \n            use of the Aircraft; \n\n                  (xi)  the Aircraft has been duly certified by the FAA as to \n            type and airworthiness and such certification remains in full force \n            and effect; the Aircraft has been and is currently insured by the \n            Lessee in accordance with the terms of the Lease and is in the \n            condition and State of repair required under the terms of the \n            Lease; and each of the Engines has 750 or more rated take off \n            horsepower or the equivalent of such horsepower;\n\n                  (xii)  the Owner Trustee, as Lessor under the Lease, and the \n            Indenture Trustee, as assignee of the Owner Trustee's rights under \n            the Lease pursuant to the Indenture, are, and after giving effect \n            to the refinancing transaction contemplated hereby, will be \n            entitled to the protection of Section 1110 of the United States \n            Bankruptcy Code in connection with the Owner Trustee's and the \n            Indenture Trustee's rights to take possession of the Airframe and \n            Engines in the event of a case under Chapter 11 of the United \n            States Bankruptcy Code in which the Lessee is a debtor, and the \n            refinancing contemplated herein will not\n\n \n                                       17\n\n            materially affect the Owner Trustee and the Indenture Trustee's \n            rights with regard thereto;\n\n                  (xiii)  neither it nor any of its subsidiaries is an \n            'investment company' or a company 'controlled by an investment \n            company' within the meaning of the Investment Company Act of 1940, \n            as amended; and\n\n                  (xiv)  neither it nor any Person authorized to act on its \n            behalf has directly or indirectly offered the Pass Through \n            Certificates or the Equipment Notes for sale other than in a manner \n            in compliance with the requirements of the Securities Act and the \n            rules and regulations thereunder.\n\n            (b)  The Owner Participant represents and warrants to the Indenture \nTrustee, the Owner Trustee, each Pass Through Trustee and the Lessee that:\n\n                  (i)  the Owner Participant is a corporation duly organized \n            and validly existing in good standing under the laws of the State \n            of Delaware and has the corporate power and authority to carry on \n            its business as now conducted, to own or hold under lease its \n            properties and to enter into this Agreement, the Original \n            Participation Agreement, the First Amendment to Participation \n            Agreement, the Second Amendment to Participation Agreement, the \n            First Amended and Restated Participation Agreement, the Original \n            Tax Indemnity Agreement, the Amended and Restated Tax Indemnity \n            Agreement, the Original Trust Agreement and the First Amended and \n            Restated Trust Agreement and to perform its obligations under this \n            Agreement, the Participation Agreement, the Tax Indemnity Agreement \n            and the Trust Agreement;\n\n                  (ii)  each of this Agreement, the Original Participation \n            Agreement, the First Amendment to Participation Agreement, the \n            Second Amendment to Participation Agreement, the First Amended and \n            Restated Participation Agreement, the Original Tax Indemnity \n            Agreement, the Amended and Restated Tax Indemnity Agreement, the \n            Original Trust Agreement and the First Amended and Restated Trust \n            Agreement has been duly authorized by all necessary corporate \n            action on the part of the Owner Participant, does not require any \n            approval not already obtained of stockholders of the Owner \n            Participant or any approval or consent not already obtained of any \n            trustee or holders of any indebtedness or obligations of the Owner \n            Participant, and has been, or on the Refinancing Date will have \n            been, duly executed and delivered by it, and none of the execution \n            and delivery by the Owner Participant thereof, the consummation by \n            the Owner Participant of the transactions contemplated by this \n            Agreement, the Participation Agreement, the Tax Indemnity Agreement \n            and the Trust Agreement or compliance by it with the terms and \n            provisions\n\n \n                                       18\n\n            thereof will contravene any United States federal or state law, \n            judgment, governmental rule, regulation or order applicable to or \n            binding on it (it being understood that no representation or \n            warranty is made with respect to laws, rules or regulations \n            relating to aviation or to the nature of the equipment owned by the \n            Owner Trustee, other than such laws, rules or regulations relating \n            to the citizenship requirements of the Owner Participant under \n            applicable aviation law) or contravenes or results or will \n            contravene or result in any breach of or constitute any default \n            under, or result in the creation of any Lien (other than Liens \n            provided for or otherwise permitted in the Operative Documents) \n            upon the Trust Estate under, any indenture, mortgage, chattel \n            mortgage, deed of trust, conditional sales contract, bank loan or \n            credit agreement, corporate charter, by-law or other agreement or \n            instrument to which it is a party or by which it or its properties \n            may be bound or affected;\n\n                  (iii)  each of this Agreement, the Participation Agreement, \n            the Tax Indemnity Agreement and the Trust Agreement will as of the \n            Refinancing Date constitute the legal, valid and binding obligation \n            of the Owner Participant enforceable against the Owner Participant \n            in accordance with the terms thereof;\n\n                  (iv)  there are no pending or, to the knowledge of the Owner \n            Participant, threatened actions or proceedings against the Owner \n            Participant before any court or administrative agency which \n            individually (or in the aggregate in the case of any group of \n            related lawsuits) purports to affect the legality, validity or \n            enforceability of, or which is reasonably likely to materially \n            adversely affect the ability of the Owner Participant to perform \n            its obligations under, any of this Agreement, the Participation \n            Agreement, the Tax Indemnity Agreement and the Trust Agreement;\n\n                  (v)  there are no Lessor Liens (including for this purpose \n            Liens that would be Lessor Liens but for the proviso to the \n            definition of Lessor Liens) attributable to the Owner Participant;\n\n                  (vi)  it is a 'citizen of the United States' as defined in \n            Section 40102(a)(15) of the Act;\n\n                  (vii)  no part of the funds used by it to make its investment \n            pursuant to Section 1 of the Original Participation Agreement \n            constituted, and no part of the funds to be used by it to make any \n            payment required hereunder shall constitute, 'plan assets' of any \n            'employee benefit plan' within the meaning of the  Employee \n            Retirement Income Security Act of 1974, as amended, or of any \n            'plan' within the meaning of Section 4975(e)(1) of the Code; and\n\n \n                                       19\n\n                  (viii)  neither the Owner Participant nor anyone authorized \n            by it to act on its behalf (other than for purposes of this \n            paragraph, the Lessee and the Underwriters) has directly or \n            indirectly offered any Equipment Notes or any interest in or any \n            similar interest for sale to, or solicited any offer to acquire any \n            of the same from, any Person.\n\n            (c)(I)  State Street Bank and Trust Company in its individual \ncapacity ('SSBT') represents and warrants to the Indenture Trustee, each Pass \nThrough Trustee, the Owner Participant and the Lessee that:\n\n                  (i)  neither the execution and delivery thereof nor the \n            performance by SSBT or the Owner Trustee of any of the terms and \n            conditions of this Agreement, the Third Amended and Restated \n            Indenture, the Second Amended and Restated Lease, the First Amended \n            and Restated Participation Agreement, and the Equipment Notes will \n            violate any federal or Massachusetts law or regulation relating to \n            the banking or trust powers of SSBT or contravene or result in any \n            breach of, or constitute any default under, its charter or by-laws \n            or the provisions of any indenture, mortgage, contract or other \n            agreements to which it is a party or by which its properties may be \n            bound or affected;\n\n                  (ii)  each of the First Amended and Restated Trust Agreement, \n            this Agreement, the Third Amended and Restated Indenture, the \n            Second Amended and Restated Lease, the First Amended and Restated \n            Participation Agreement and the Equipment Notes has been, or on the \n            Refinancing Date will have been, duly executed and delivered by one \n            of its officers who is duly authorized to execute and deliver such \n            instruments;\n\n                  (iii)  the Trust Estate is free and clear of Lessor Liens \n            attributable to SSBT, and there are no Liens affecting the title of \n            the Owner Trustee to the Aircraft resulting from any act or claim \n            against SSBT or the Owner Trustee arising out of any event or \n            condition not related to the ownership, leasing, use or operation \n            of the Aircraft or to any other transaction contemplated by this \n            Agreement, the Participation Agreement or any of the other \n            Operative Documents, including any Lien resulting from the \n            nonpayment by SSBT of any Taxes imposed or measured by its net \n            income;\n\n                  (iv)  there has not occurred any event which constitutes (or \n            to the best of its knowledge, with the passage of time or the \n            giving of notice or both, would constitute) an Indenture Event of \n            Default (as defined in the Indenture) which has been caused by or \n            relates to SSBT or the Owner Trustee and which is presently \n            continuing;\n\n \n                                      20\n\n                  (v)  SSBT is a trust company duly organized and validly \n            existing in good standing under the laws of the Commonwealth of \n            Massachusetts and has the corporate power and authority to enter \n            into this Agreement, the First Amended and Restated Trust \n            Agreement, the First Amended and Restated Participation Agreement, \n            and to perform its obligations under this Agreement, the First \n            Amended and Restated Trust Agreement and the First Amended and \n            Restated Participation Agreement; \n\n                  (vi)  each of the First Amended and Restated Trust Agreement, \n            this Agreement, and the First Amended and Restated Participation \n            Agreement has been duly authorized by all necessary corporate \n            action on its part, and neither the execution and delivery thereof \n            nor the performance by SSBT of any of the terms and conditions of \n            this Agreement, the First Amended and Restated Trust Agreement, the \n            First Amended and Restated Participation Agreement will violate any \n            federal or Massachusetts law or regulation relating to its banking \n            or trust powers or contravene or result in any breach of, or \n            constitute any default under, its charter or by-laws or the \n            provisions of any indenture, mortgage, contract or other agreements \n            to which it is a party or by which its properties may be bound or \n            affected;\n\n                  (vii)  each of the First Amended and Restated Trust \n            Agreement, this Agreement, the First Amended and Restated \n            Participation Agreement has been, or on the Refinancing Date will \n            have been, duly executed and delivered by it, and each of this \n            Agreement, the First Amended and Restated Trust Agreement, and the \n            First Amended and Restated Participation Agreement on the \n            Refinancing Date, will constitute a legal, valid and binding \n            obligation of SSBT enforceable against it in accordance with the \n            terms thereof;\n\n                  (viii)  the principal place of business of SSBT and the Owner \n            Trustee is 225 Franklin Street, Boston, Massachusetts 02110, and \n            the place where its records concerning the Aircraft and all its \n            interest in, to and under all documents relating to the Trust \n            Estate, is located at Two International Place, Boston, \n            Massachusetts 02110, Attention:  Corporate Trust Department and \n            SSBT agrees that it will not change the location of such office to \n            a location outside of Boston, Massachusetts, without providing \n            written notice to the Lessee, the Indenture Trustee and the Owner \n            Participant within thirty (30) days following such change in \n            location;\n\n                  (ix)  no consent, approval, order or authorization of, giving \n            of notice to, or registration or filing with, or taking of any \n            other action in respect of, any Massachusetts State or local \n            governmental authority or agency or any United States federal \n            governmental authority or agency regulating the banking\n\n\n \n                                      21\n\n            or trust powers of SSBT is required for the execution and delivery \n            of, or the carrying out by, SSBT, of any of the transactions \n            contemplated by the First Amended and Restated Trust Agreement, \n            this Agreement, the First Amended and Restated Participation \n            Agreement, or of any of the transactions contemplated by any other \n            of the Operative Documents to which SSBT is or is to be a party, \n            other than any such consent, approval, order, authorization, \n            registration, notice or action as has been duly obtained, given or \n            taken;\n\n                  (x)  SSBT has not directly or indirectly offered any \n            Equipment Note or any interest in or to the Trust Estate, the Trust \n            Agreement or any similar interest for sale to, or solicited any \n            offer to acquire any of the same from, any Person other than the \n            Indenture Trustee, each of the Pass Through Trustees, the Successor \n            Original Loan Participant and the Owner Participant; and SSBT has \n            not authorized any Person to act on its behalf (other than for \n            purposes of this paragraph, the Lessee and the Underwriters) to \n            offer directly or indirectly any Equipment Note or any interest in \n            and to the Trust Estate, the Trust Agreement or any similar \n            interest for sale to, or to solicit any offer to acquire any of the \n            same from, any Person; \n\n                  (xi)   SSBT is a 'citizen of the United States' as defined in \n            Section 40102(a)(15) of the Act; and\n\n                  (xii)  there are no pending or threatened actions or \n            proceedings against SSBT or the Owner Trustee before any court or \n            administrative agency which, if determined adversely to it, would \n            materially adversely affect the ability of SSBT or the Owner \n            Trustee, as the case may be, to perform its obligations under any \n            of this Agreement, the First Amended and Restated Participation \n            Agreement, the First Amended and Restated Trust Agreement, the \n            Second Amended and Restated Lease, the Owner Trustee's Purchase \n            Agreement (as defined in the Participation Agreement), the Third \n            Amended and Restated Indenture, the Equipment Notes or any other \n            documents executed by the Owner Trustee or SSBT in connection with \n            the transactions contemplated by the Operative Documents.\n\n            (II)  State Street Bank and Trust Company solely in its capacity as \nOwner Trustee further represents and warrants that:\n\n                  (i)  SSBT is a trust company duly organized and validly \n            existing in good standing under the laws of the Commonwealth of \n            Massachusetts and has the corporate power and authority to enter \n            into this Agreement, and the First Amended and Restated \n            Participation Agreement and to perform its obligations under said \n            Agreements;\n\n\n \n                                      22\n\n                  (ii)  assuming due authorization, execution and delivery of \n            the Trust Agreement and the First Amended and Restated Trust \n            Agreement by the Owner Participant, each of the Trust Agreement, \n            this Agreement, the Third Amended and Restated Indenture, the \n            Second Amended and Restated Lease,  the First Amended and Restated \n            Participation Agreement, and the Equipment Notes has been, or on \n            the Refinancing Date will have been, duly executed and delivered by \n            it, and each of this Agreement, the First Amended and Restated \n            Trust Agreement, the Second Amended and Restated Lease, the First \n            Amended and Restated Participation Agreement and the Third Amended \n            and Restated Indenture, on the Refinancing Date, will constitute a \n            legal, valid and binding obligation of the Owner Trustee, \n            enforceable against it in accordance with the terms thereof;\n\n                  (iii)  the Owner Trustee has never directly or indirectly \n            offered any Equipment Note or any interest in or to the Trust \n            Estate, the Trust Agreement or any similar interest for sale to, or \n            solicited any offer to acquire any of the same from, any Person \n            other than the Indenture Trustee, each of the Pass Through \n            Trustees, the Successor Original Loan Participant and the Owner \n            Participant; and it has not authorized any Person to act on its \n            behalf (other than for purposes of this paragraph, the Lessee and \n            the Underwriters) to offer directly or indirectly any Equipment \n            Note or any interest in and to the Trust Estate, the Trust \n            Agreement or any similar interest for sale to, or to solicit any \n            offer to acquire any of the same from, any Person; \n\n                  (iv)  there are no pending or threatened actions or \n            proceedings against the Owner Trustee before any court or \n            administrative agency which, if determined adversely to it, would \n            materially adversely affect its ability to perform its obligations \n            under any of this Agreement, the First Amended and Restated \n            Participation Agreement, the First Amended and Restated Trust \n            Agreement, the Second Amended and Restated Lease, the Owner \n            Trustee's Purchase Agreement (as defined in the Participation \n            Agreement), the Third Amended and Restated Indenture, the Equipment \n            Notes or any other documents executed by it in connection with the \n            transactions contemplated by the Operative Document; and\n\n            (d)  First Security Bank of Utah, National Association, in its \nindividual capacity ('FSBU'), represents to the Owner Trustee, the Owner \nParticipant and the Lessee that:\n\n                  (i)  it is a 'citizen of the United States' as defined in \n            Section 40102(a)(15) of the Act, that it will notify promptly all \n            parties to this agreement if in its reasonable opinion its status \n            as a 'citizen of the United\n\n\n \n                                      23\n\n            States' is likely to change and that it will resign as Indenture \n            Trustee as provided in Section 9.07 of the Indenture if it should \n            cease to be a 'citizen of the United States';\n\n                  (ii)  it is a national banking association duly organized and \n            validly existing in good standing under the laws of the United \n            States of America and has the full corporate power, authority and \n            legal right under the laws of Utah and the United States pertaining \n            to its banking, trust and fiduciary powers to enter into this \n            Agreement, the Third Amended and Restated Indenture, and the First \n            Amended and Restated Participation Agreement, to perform its \n            obligations under this Agreement, the Third Amended and Restated \n            Indenture, the First Amended and Restated Participation Agreement \n            and each Pass Through Trust Agreement and, in its capacity as \n            Indenture Trustee, authenticate the Equipment Notes to be delivered \n            on the Refinancing Date;\n\n                  (iii)  this Agreement, the Third Amended and Restated \n            Indenture, the First Amended and Restated Participation Agreement \n            and each Pass Through Trust Agreement and the authentication of the \n            Equipment Notes to be delivered on the Refinancing Date have been \n            duly authorized by all necessary corporate action on the part of \n            FSBU, the Indenture Trustee and the relevant Pass Through Trustee, \n            as it shall be a party thereto in any such capacity, and neither \n            the execution (or, in the case of the Equipment Notes, the \n            authentication) and delivery thereof in any such capacity nor the \n            performance by it in any such capacity of any of the terms and \n            provisions of this Agreement, the Third Amended and Restated \n            Indenture, the First Amended and Restated Participation Agreement \n            or the Equipment Notes will violate any federal or Utah law or \n            regulation relating to the banking or trust powers of FSBU or \n            contravene or result in any breach of, or constitute any default \n            under its charter or by-laws or the provisions of any indenture, \n            mortgage, contract or other agreement to which any of FSBU or the \n            Indenture Trustee is a party or by which it or its properties may \n            be bound or affected; \n\n                  (iv)  each of this Agreement, the Third Amended and Restated \n            Indenture, the First Amended and Restated Participation Agreement, \n            each Pass Through Trust Agreement and the Equipment Notes has been, \n            or on the Refinancing Date will have been, duly executed (or, in \n            the case of the Equipment Notes, authenticated) and delivered by \n            FSBU, the Indenture Trustee and the relevant Pass Through Trustee, \n            as it shall be a party thereto in any such capacity, and, assuming \n            that each of this Agreement, the Third Amended and Restated \n            Indenture, the First Amended and Restated Participation Agreement \n            and each Pass Through Trust Agreement constitutes on the \n            Refinancing Date the legal, valid and binding obligation of each of \n            the parties\n\n\n \n                                      24\n\n            thereto (other than FSBU, the Indenture Trustee and the relevant \n            Pass Through Trustee), each such document, on the Refinancing Date, \n            will constitute the legal, valid and binding obligation of FSBU, \n            the Indenture Trustee and the relevant Pass Through Trustee, as it \n            is a party thereto in any such capacity, enforceable against it in \n            such capacity in accordance with its terms;\n\n                  (v)  neither the execution (or, in the case of the Equipment \n            Notes, the authentication) and delivery by FSBU, the Indenture \n            Trustee or any Pass Through Trustee, as it is a party in any such \n            capacity to any of this Agreement, the Third Amended and Restated \n            Indenture, the First Amended and Restated Participation Agreement, \n            the Pass Through Trust Agreements or the Equipment Notes, nor the \n            consummation by it in any such capacity of any of the transactions \n            contemplated hereby, by the Indenture, by the Pass Through Trust \n            Agreements or by the Equipment Notes requires the consent or \n            approval of, the giving of notice to, or the registration with, or \n            the taking of any other action with respect to, any Utah or federal \n            governmental authority or agency regulating the banking, trust or \n            fiduciary powers of FSBU;\n\n                  (vi)  there are no Taxes payable by FSBU, the Indenture \n            Trustee or any Pass Through Trustee imposed by the State of Utah or \n            any political subdivision or taxing authority thereof in connection \n            with the execution (or, in the case of the Equipment Notes, the \n            authentication) and delivery by it as a party in any such capacity \n            to this Agreement, the Third Amended and Restated Indenture, the \n            First Amended and Restated Participation Agreement, any Pass \n            Through Trust Agreement or the Equipment Notes or performance by it \n            as a party in any such capacity of this Agreement, the Third \n            Amended and Restated Indenture, the First Amended and Restated \n            Participation Agreement, the Pass Through Trust Agreements or the \n            Equipment Notes (other than franchise or other taxes based on or \n            measured by any fees or compensation received by FSBU, the \n            Indenture Trustee or any Pass Through Trustee, as the case may be, \n            for services rendered in connection with the transactions \n            contemplated thereby), and there are no Taxes payable by FSBU, the \n            Indenture Trustee or any Pass Through Trustee imposed by the State \n            of Utah or any political subdivision thereof in connection with the \n            acquisition, possession or ownership by any Pass Through Trustee of \n            any of the Equipment Notes (other than franchise or other taxes \n            based on or measured by any fees or compensation received by a Pass \n            Through Trustee for services rendered in connection with the \n            transactions contemplated by the Pass Through Trust Agreements) \n            and, assuming that the trust created by the respective Pass Through \n            Trust Agreement will not be taxable as a corporation, but, rather, \n            will be\n\n\n \n                                      25\n\n            characterized as a grantor trust under subpart E, Part I of \n            Subchapter J of the Code, such trust will not be subject to any \n            Taxes imposed by the State of Utah or any political subdivision \n            thereof;\n\n                  (vii)  there are no pending or threatened actions or \n            proceedings against any of FSBU, the Indenture Trustee or the Pass \n            Through Trustees before any court or administrative agency which \n            individually (or in the aggregate in the case of any group of \n            related lawsuits) purports to affect the legality, validity or \n            enforceability of, or which is reasonably likely to materially \n            adversely affect the ability of FSBU, the Indenture Trustee or the \n            Pass Through Trustees to perform its obligations as a party in any \n            such capacity under, any of this Agreement, the Third Amended and \n            Restated Indenture, the First Amended and Restated Participation \n            Agreement, the relevant Pass Through Trust Agreement or the \n            Equipment Notes; and\n\n                  (viii)  except for the issuance and sale pursuant to the \n            respective Pass Through Trust Agreements of the Pass Through \n            Certificates contemplated thereby, neither FSBU nor any Pass \n            Through Trustee has directly or indirectly  offered any Equipment \n            Note for sale to any Person, or solicited any offer to acquire any \n            Equipment Notes from any Person other than the Owner Trustee and \n            the Owner Participant, and neither FSBU nor any Pass Through \n            Trustee has authorized anyone to act on its behalf to offer \n            directly or indirectly any Equipment Note for sale to any Person, \n            or to solicit any offer to acquire any Equipment Note from any \n            Person other than the Owner Trustee and the Owner Participant.\n\n            SECTION 5.  Notices.  Unless otherwise specifically provided \nherein, all notices required or permitted by the terms of this Agreement shall \nbe given in accordance with the provisions of Section 13 of the Participation \nAgreement.\n\n            SECTION 6.  Expenses.  (a)  As more fully specified in Section \n16 and Section 20(a)(6) of the Participation Agreement and except as provided \nin paragraph (b), below, all of the Transaction Expenses in connection with the \npreparation, execution and delivery of this Agreement and the transactions \ncontemplated by this Agreement shall be paid promptly by the Owner Participant.\n\n            (b)  In the event that the transactions contemplated by this \nAgreement and the agreements referred to herein are not consummated, the Lessee \nshall bear and pay all Transaction Expenses referred to above on an after-tax \nbasis to the Owner Participant and the Owner Trustee; provided that, if the \ntransaction fails to be consummated as a result of the failure of the Owner \nParticipant to comply with the terms hereof or thereof, the Owner Participant \nshall bear and pay its own fees, costs and expenses (including, without \nlimitation,\n\n\n \n                                      26\n\nthe fees and expenses of its special counsel) and the Lessee shall pay all \nother Transaction Expenses as aforesaid.\n\n            (c)  SSBT is entering into this Agreement solely as Owner Trustee \nunder the Trust Agreement and not in its individual capacity except as \nexpressly provided for herein, and in no case whatsoever shall SSBT (or any \nentity acting as successor trustee under the Trust Agreement) be personally \nliable for, or for any loss in respect of, any statements, representations, \nwarranties, agreements or obligations of the Owner Trustee hereunder; provided,\nhowever, that SSBT shall be liable hereunder in its individual capacity to the\nextent expressly provided for hereunder and for its own willful misconduct or\ngross negligence. If a successor owner trustee is appointed in accordance with\nthe terms of the Trust Agreement and the Participation Agreement, such successor\nowner trustee shall, without any further act, succeed to all of the rights,\nduties, immunities and obligations hereunder, and its predecessor owner trustee\nand SSBT shall be released from all further duties and obligations hereunder,\nwithout prejudice to any claims against SSBT or such predecessor owner trustee\nfor any default by SSBT or such predecessor owner trustee, respectively, in the\nperformance of its obligations hereunder prior to such appointment.\n\n            SECTION 7.  Miscellaneous.  This Agreement may be executed in \nany number of counterparts (and each of the parties hereto shall not be \nrequired to execute the same counterpart).  Each counterpart of this Agreement \nincluding a signature page executed by each of the parties hereto shall be an \noriginal counterpart of this Agreement, but all of such counterparts together \nshall constitute one instrument.  Neither this Agreement nor any of the terms \nhereof may be terminated, amended, supplemented, waived or modified orally, but \nonly by an instrument in writing signed by the party against which the \nenforcement of the termination, amendment, supplement, waiver or modification \nis sought; and no such termination, amendment, supplement, waiver or \nmodification shall be effective unless a signed copy thereof shall have been \ndelivered to the Indenture Trustee.  The index preceding this Agreement and the \nheadings of the various Sections of this Agreement are for convenience of \nreference only and shall not modify, define, expand or limit any of the terms \nor provisions hereof.  The terms of this Agreement shall be binding upon, and \nshall inure to the extent provided herein to the benefit only of the following \nparties:  the Lessee and, subject to the terms of the Participation Agreement, \nits successors and permitted assigns, each Successor Original Loan Participant, \nthe Indenture Trustee and its successors as Indenture Trustee (and any \nadditional trustee appointed) under the Third Amended and Restated Indenture, \nthe Owner Trustee and its successors as Owner Trustee under the Trust \nAgreement, each Pass Through Trustee and its successors as Pass Through Trustee \nunder the 1995-A1 Pass Through Trust Agreement or the 1995-A2 Pass Through \nTrust Agreement, respectively, and the Owner Participant and, subject to the \nprovisions of the Participation Agreement, its successors and permitted \nassigns.  No purchaser or holder of any of the Equipment Notes shall be deemed \nto be a successor or assign of the Successor Original Loan Participant or to \nhave any rights or benefits  hereunder.  THIS AGREEMENT SHALL IN\n\n\n \n                                      27\n\nALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE \nSTATE OF ILLINOIS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND \nPERFORMANCE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS OF THE \nSTATE OF ILLINOIS.\n\n\n \n                                       28\n\n            IN WITNESS WHEREOF, the parties hereto have caused this Agreement \nto be duly executed by their respective officers thereunto duly authorized as \nof the day and year first above written.\n\n\n                                UNITED AIR LINES, INC.,\n                                  as Lessee\n\n\n                                By: ______________________________________\n                                    Name:  \n                                    Title: \n\n\n                                _________________,\n                                  as Owner Participant\n\n\n                                By: ______________________________________\n                                    Name:  \n                                    Title: \n\n\n                                STATE STREET BANK AND TRUST COMPANY,\n                                  not in its individual capacity except\n                                  as expressly provided for herein, \n                                  but solely as Owner Trustee\n\n\n                                By: ______________________________________\n                                    Name:  \n                                    Title: \n\n\n                                THE MITSUBISHI TRUST AND BANKING \n                                  CORPORATION, NEW YORK BRANCH.,\n                                  as Successor Original Loan Participant\n\n\n                                By: ______________________________________\n                                    Name:  \n                                    Title: \n\n\n\n\n \n                                       29\n\n                                BAYERISCHE LANDESBANK GIROZENTRALE,\n                                  FRANKFURT BRANCH,\n                                  as Successor Original Loan Participant\n\n\n                                By: ________________________________________\n                                    Name:\n                                    Title:\n\n\n                                FIRST SECURITY BANK OF UTAH,\n                                  NATIONAL ASSOCIATION,\n                                    as Pass Through Trustee\n\n\n                                By: ______________________________________\n                                    Name:  \n                                    Title: \n\n\n\n \n                                       \n\n                                                       Exhibit A to\n                                                       Redemption and\n                                                       Refinancing Agreement\n\n\n\n                      Maturity Dates, Principal Amounts and \n                      -------------------------------------\n                 Interest Rates of Series 1993 747 A Certificates\n                 ------------------------------------------------\n\n\n                                              Principal  Interest Rate\n                             Maturity Date     Amount      Per Annum  \n                             -------------    ---------  -------------\n\n\nSeries 1993 747 A-1                           $                %\n\nSeries 1993 747 A-2                           $                %\n\n\n\n\n\n \n                                       \n\n                                                       Exhibit A-1 to\n                                                       Redemption and\n                                                       Refinancing Agreement\n\n\n         Installment Payment Dates and Installment Payment Percentages\n         -------------------------------------------------------------\n\n                      Installment Certificates shall be those\n                  Certificates with the following Maturity Dates:\n\n      Installment Certificate No. 1 - Maturity Date:  ________\n                                                      \n\nInstallment Payment                     Aggregate Installment\n- -------------------                     ---------------------\n      Date                                  Payment Amount\n      ----                                  --------------\n\n                                            $\n                                                         \n\nTOTAL                                       $________________                   \n                                             \n\n      Installment Certificate No. 2 - Maturity Date:  ________\n                                                      \n\n\nInstallment Payment                     Aggregate Installment\n- -------------------                     --------------------- \n      Date                                  Payment Amount\n      ----                                  --------------\n\n\n\n\n\nTOTAL                                       $ ________________\n\n\n              \n\n                                                         Exhibit A-2 to\n                                                         Redemption and\n                                                         Refinancing Agreement\n\n\n                  Issuance of Series 1993 747 A Certificates\n                  ------------------------------------------\n\n            The Series 1993 747 A Loan Certificates issued hereunder shall be \nissued to and shall be payable to each of the Pass Through Trustees under the \n1995-A1 Pass Through Trust Agreement and the 1995-A2 Pass Through Trust \nAgreement with respect to the grantor trusts created thereby, each such trust \nas described below consisting in the aggregate of the certificates issued \nhereunder and the other certificates contained therein:\n\n                   1995 A1 Trust:\n                       % Certificate due \n                   ----                  ------------------\n\n                   1995 A2 Trust:\n                       % Certificate due                   \n                   ----                  ------------------\n\n\n\n                                                                                \n\n                                                                    Exhibit B to\n                                                                  Redemption and\n                                                           Refinancing Agreement\n\n\n                                    Form of\n                     Third Amended and Restated Indenture\n                     ------------------------------------\n\n                                                                                \n\n                                                                    Exhibit C to\n                                                                  Redemption and\n                                                           Refinancing Agreement\n\n\n                                    Form of\n                  Second Amended and Restated Lease Agreement\n                  -------------------------------------------\n\n\n\n                                                                    Exhibit D to\n                                                                  Redemption and\n                                                           Refinancing Agreement\n\n\n                                    Form of\n              First Amended and Restated Participation Agreement\n              --------------------------------------------------\n\n \n\n                                                                    Exhibit E to\n                                                                  Redemption and\n                                                           Refinancing Agreement\n\n\n                                      Form of\n                  First Amended and Restated Trust Agreement\n                  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