WAIVER, CONSENT AND THIRTEENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT

WAIVER, CONSENT AND THIRTEENTH AMENDMENT
TO REVOLVING CREDIT, TERM LOAN AND
GUARANTY AGREEMENT

            WAIVER, CONSENT AND THIRTEENTH AMENDMENT, dated as of August 11, 2005 (the " Amendment "), to the REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of December 24, 2002, among UNITED AIR LINES, INC., a Delaware corporation (the " Borrower "), a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, UAL CORPORATION, a Delaware corporation and the parent company of the Borrower (the " Parent ") and all of the direct and indirect subsidiaries of the Borrower and the Parent signatory thereto (the " Subsidiaries " and together with the Parent, each a " Guarantor " and collectively the " Guarantors "), each of which Guarantors referred to in this paragraph is a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national banking corporation (" JPMCB "), CITICORP USA, INC., a Delaware corporation (" CITI "), THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (" CIT Group "), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (" GECC "), each of the other financial institutions from time to time party hereto (together with JPMCB, CITI, CIT Group and GECC, the " Lenders "), JPMORGAN CHASE BANK, N.A. and CITI, as co-administrative agents (together, the " Agents ") for the Lenders and JPMORGAN CHASE BANK, N.A., as paying agent (in such capacity, the " Paying Agent ") for the Lenders.

W I T N E S S E T H:

            WHEREAS , the Borrower, the Guarantors, the Lenders, the Paying Agent and the Agents are parties to that certain Revolving Credit, Term Loan and Guaranty Agreement, dated as of December 24, 2002 (as heretofore amended, modified, supplemented or restated, and as in effect on the date hereof, the " Credit Agreement ");

            WHEREAS , the Borrower and the Guarantors have requested that the Lenders agree to (A) waive the Events of Default described in Article II hereof, (B) consent to (i) the consummation by the Borrower of certain transactions described in Article III hereof and (ii) the amendments and supplemental grants to the Security and Pledge Agreement and SGR Security Agreement described in Article III hereof and (C) amend the Credit Agreement as set forth in Article IV hereof to, among other things, add a new $320,000,000 "Tranche C Loan" to the Credit Agreement which may be increased to $350,000,000 as set forth in Section 2.01(c) of Exhibit A attached hereto, all subject to and upon the terms and conditions set forth herein; and

            WHEREAS , upon the occurrence of the Effective Date of this Amendment, each of the Tranche C Lenders shall be deemed to have become, by executing and delivering this Amendment, a party to the Credit Agreement (as in effect after giving effect to the Amendment) in the form of Exhibit A hereto as a "Lender" and shall have the rights and obligations of a Lender thereunder and each of the Tranche C Lenders shall have the interest shown opposite its name on Annex A to the Credit Agreement (as is in effect after giving effect to this Amendment) under the heading "Tranche C Term Loan Commitment", as each of the same may be reduced from time to time pursuant to Section 2.10 or Section 2.13 of the Credit Agreement. !

            NOW, THEREFORE , the parties hereto hereby agree as follows:

ARTICLE I. Definition

            1.    As used herein, all terms that are defined in the Credit Agreement after giving effect to this Amendment
(which will be in the form of the document attached as Exhibit A hereto) shall have the same meanings herein.

ARTICLE II . Waivers

            2.  Waiver. The Lenders hereby waive any Defaults or Events of Default that have occurred as a result of the Borrower's (i) having expended funds to purchase certain "Tranche B" and "Tranche C" indebtedness under the EETC Facility in violation of Sections 6.10 and 6.16 of the Credit Agreement, (ii) having expended approximately $290,000,000 to purchase certain "Tranche A" indebtedness under the EETC Facility in violation of Sections 6.10 and 6.16 of the Credit Agreement, (iii) having applied to the Bankruptcy Court for authority to consummate the transactions described in clauses (i) and (ii) of this Paragraph 3 in violation of Section 6 to the Credit Agreement, (iv) having applied to the Bankruptcy Court for authority to consummate the transactions contemplated by the PDG Restructuring in violation of Section 6 of the Credit Agreement, (v) having granted Liens (and having applied to the Bankruptcy Court for authority to grant such Liens) on, or made, the EETC Deposit (relating to any potential disputes concerning the amount of accrued interest owed by the Borrower with respect to Tranche A of the EETC Facility) in violation of Sections 6.01 and 6.16 of the Credit Agreement, (vi) having taken any action with respect to the relinquishment of two (2) Primary Foreign Slots (for each season commencing summer 2006) at Charles de Gaulle International Airport set forth on Schedule 1 attached hereto prior to the Effective Date (as defined in Article V of this Amendment), (vii) having taken any action to exchange, or consummated a transaction relating to the exchange, of one pair of Primary Foreign Slots at Heathrow London Airport as described on Exhibit E attached hereto prior to the Effective Date or (viii) having consummated the sale or disposition of certain fuel equipment and related assets located at Chicago O'Hare International Airport in connection with the Borrower's outsourcing of its fueling operations in violation of Section 6.11 of the Credit Agreement.

ARTICLE III. Consents

            3.    (A)    Amendments to Security Documents . The Lenders hereby consent to, and authorize the Collateral Agent to execute, (i) a Sixth Amendment to the Aircraft Mortgage, substantially in the form of Exhibit B attached hereto, to incorporate modifications to the Aircraft Mortgage appropriate to accommodate the execution of the Tranche C Aircraft Mortgage; (ii) a Third Amendment and Supplemental Grant to the SGR Security Agreement, substantially in the form of Exhibit C attached hereto, to among other things provide for a grant by the Borrower and each Guarantor of a security interest in the Collateral (as defined in the SGR Security Agreement) in favor of the Tranche C Collateral Agent; and (iii) a Second Amendment and Supplemental Grant to the Security and Pledge Agreement, substantially in the form of Exhibit D attached hereto, to among other things provide a grant of a security interest in the Collateral (as defined in the Security and Pledge Security Agreement) in favor the Tranche C Collateral Agent.

                    (B)    Collateral Matters .

                                    (i)    The Lenders hereby consent to, (x) to the extent that the relinquishment described in paragraph 2(vi) of this Amendment shall not have been consummated prior to the Effective Date, the permanent relinquishment by the Borrower of such Primary Foreign Slots at Charles de Gaulle International Airport and (y) the modification of Schedule 1.01(b) to the Credit Agreement and Schedule 4(f) to the SGR Security Agreement upon the relinquishment of the two (2) Primary Foreign Slots at Charles de Gaulle International Airport referred to in Article II of this Amendment to reflect such relinquishment;

                                    (ii)    The Lenders hereby consent to (i) the consummation by the Borrower of certain transactions relating to Primary Foreign Slots at London Heathrow Airport as described in Exhibit E hereto to the extent set forth therein and (ii) the modification of Schedule 1.01(b) to the Credit Agreement and Schedule 4(f) to the SGR Security Agreement as set forth in Exhibit E hereto; and

                                    (iii)    Consent to Release of Collateral . The Lenders hereby consent to the disposition by the Borrower of, and the release by the Collateral Agent of liens of record filed with the FAA on, up to three (3) engines to be identified by the Borrower, which engines shall be reasonably satisfactory to the Collateral Agent, in connection with the Borrower's grant in favor of an 1110 financier of a security interest in such engine in order to permit the Borrower to satisfy its contractual obligation to such financier to pledge an engine in replacement of an engine constituting a Section 1110 Asset.

ARTICLE IV. Amendments

            4.  Amendments to Body of Credit Agreement. The Credit Agreement is hereby amended by inserting each of the provisions which appear with computerized underscoring and by deleting each of the provisions which appear with computerized strike-through in the document annexed hereto as Exhibit A .

            5.  Amendment to Annex A . Annex A to the Credit Agreement is hereby replaced in its entirety by Annex A to the document attached as Exhibit A hereto (it being understood that the Tranche A Commitments and Tranche B Commitments on such new Annex A shall reflect the Tranche A Commitments and Tranche B Commitments held by each Tranche A Lender and Tranche B Lender, respectively, on August 11, 2005).

            6.  Amendment to Exhibits and Schedules . The Credit Agreement is hereby amended by incorporating therein (A) a new Schedule B (" Tranche C Priority Collateral ") in the form of Exhibit F to this Amendment and (B) a new Exhibit I (" Form of Tranche C Aircraft Mortgage ") in the form of Exhibit G to this Amendment.

            7.  Amendment to Schedules . Schedule 3.06 to the Credit Agreement is hereby replaced in its entirety with revised Schedule 3.06 attached hereto as Exhibit H .

            8.  Amendments to Table of Contents . The Table of Contents of the Credit Agreement is hereby replaced in its entirety by the Table of Contents of the document attached as Exhibit A hereto.

ARTICLE V. Miscellaneous

            9.  Conditions to Effectiveness. The waivers, consents and amendments set forth in Article IV of this Amendment shall not become effective until the date (the " Effective Date ") on which the following conditions precedent shall have been satisfied (or waived by the Required Lenders):

                    (A)    Execution . This Amendment shall have been executed by the Borrower, the Guarantors, Lenders constituting the Required Lenders and each of the Tranche C Lenders and each Agent shall have received evidence reasonably satisfactory to it of such execution.

                    (B)    Bankruptcy Court Order . The Bankruptcy Court shall have entered an order reasonably satisfactory in form and substance to the Agents and the Tranche C Agent approving the terms of this Amendment (and of the payment of the fees referred to in Paragraph C below) which order shall be in full force and effect, and shall not have been vacated, stayed, reversed, modified or amended in any respect that the Agents or the Tranche C Agent reasonably determine to be adverse to the interests of the Lenders; and, if such order is the subject of a pending appeal in any respect, the continued performance by the Borrower or any of the Guarantors of any of their respective obligations under the Credit Agreement or under the Loan Documents or under any other instrument or agreement referred to therein shall not be the subject of a presently effective stay pending appeal.

                    (C)    Payment of Fees to JPMCB . The Borrower shall have paid to the Tranche C Agent for its own account the fees in the amounts heretofore agreed upon by the Borrower and the Tranche C Agent.

                    (D)    Corporate and Judicial Proceedings . All corporate and judicial proceedings and all instruments and agreements in connection with the transactions among the Borrower, the Guarantors, the Agents, the Tranche C Agent and the Lenders contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Lenders, and the Agents, the Tranche C Agent and the Lenders shall have received all information and copies of all documents and papers, including records of corporate and judicial proceedings, which the Agents or the Tranche C Agent may have reasonably requested in connection herewith, such documents and papers where appropriate to be certified by proper corporate, governmental or judicial authorities.

            10.  Ratification . Except to the extent hereby amended, the Credit Agreement and each of the Loan Documents remain in full force and effect and are hereby ratified and affirmed.

            11.  Costs and Expenses . The Borrower agrees that its obligations set forth in Section 10.05 of the Credit Agreement shall extend to the preparation, execution and delivery of this Amendment and the commitment letter relating to this Amendment, including the reasonable fees and disbursements of special counsel to the Agents and the Tranche C Agent.

            12.  Representations and Warranties . The Borrower represents and warrants to the Lenders, to induce the Lenders to enter into this Amendment, that no Event of Default or event with the passage of time would constitute an Event of Default (other than the Events of Default described in Article II herein) exists on the date hereof and that each of the representations and warranties made by the Borrower in the Credit Agreement and each other Loan Document are true and correct in all material respects as of the date hereof except where such representation or warranty relates to a specific date, in which such representation or warranty shall be true and correct in all material respects as of such date.

            13.  References . This Amendment shall be limited precisely as written and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Agents, the Tranche C Agent or the Lenders may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by this Amendment.

            14.  Counterparts . This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. A fax copy or PDF copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes.

            15. Applicable Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[SIGNATURE PAGES TO FOLLOW]

                    IN WITNESS WHEREOF , the parties hereto have caused this Waiver, Consent and Thirteenth Amendment to be duly executed as of the day and the year first written.
 
 

 

 

 

            TRANCHE A LENDERS AND
            TRANCHE B LENDERS:

                                                    ACCESS INSTITUTIONAL LOAN FUND
                                                     By: Deefield Capital Management LLC as
                                                     its Portfolio Manager

 

                                                    By: /s/ Peter Sakon
                                                    Name: Peter Sakon
                                        Title: Vice President

 

                                                      AIM FLOATING RATE FUND
                                                      By: INVESCO Senior Secured Management, Inc.
                                                      As Sub-Advisor

 

                                                     By: /s/ Thomas H. B. Ewald

                                                   Name: Thomas H. B. Ewald
                                                   Title: Authorized Signatory

 

                                                       APIDOS CDO I

                                                     By: /s/ John W. Stelwagon

                                                  Name: John W. Stelwagon
                                                  Title: Managing Director

 

 

 

TRANCHE C LENDERS:

[intentionally omitted from conformed version of Waiver, Consent and Thirteenth Amendment]

 

WAIVER, CONSENT AND THIRTEENTH AMENDMENT

TO REVOLVING CREDIT, TERM LOAN AND

GUARANTY AGREEMENT

WAIVER, CONSENT AND THIRTEENTH AMENDMENT, dated as of August 11, 2005 (the " Amendment "), to the REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of December 24, 2002, among UNITED AIR LINES, INC., a Delaware corporation (the " Borrower "), a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, UAL CORPORATION, a Delaware corporation and the parent company of the Borrower (the " Parent ") and all of the direct and indirect subsidiaries of the Borrower and the Parent signatory thereto (the " Subsidiaries " and together with the Parent, each a " Guarantor " and collectively the " Guarantors "), each of which Guarantors referred to in this paragraph is a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national banking corporation (" JPMCB "), CITICORP USA, INC., a Delaware corporation (" CITI "), THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (" CIT Group "), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (" GECC "), each of the other financial institutions from time to time party hereto (together with JPMCB, CITI, CIT Group and GECC, the " Lenders "), JPMORGAN CHASE BANK, N.A. and CITI, as co-administrative agents (together, the " Agents ") for the Lenders and JPMORGAN CHASE BANK, N.A., as paying agent (in such capacity, the " Paying Agent ") for the Lenders.

W I T N E S S E T H:

WHEREAS , the Borrower, the Guarantors, the Lenders, the Paying Agent and the Agents are parties to that certain Revolving Credit, Term Loan and Guaranty Agreement, dated as of December 24, 2002 (as heretofore amended, modified, supplemented or restated, and as in effect on the date hereof, the " Credit Agreement ");

WHEREAS , the Borrower and the Guarantors have requested that the Lenders agree to (A) waive the Events of Default described in Article II hereof, (B) consent to (i) the consummation by the Borrower of certain transactions described in Article III hereof and (ii) the amendments and supplemental grants to the Security and Pledge Agreement and SGR Security Agreement described in Article III hereof and (C) amend the Credit Agreement as set forth in Article IV hereof to, among other things, add a new $320,000,000 "Tranche C Loan" to the Credit Agreement which may be increased to $350,000,000 as set forth in Section 2.01(c) of Exhibit A attached hereto, all subject to and upon the terms and conditions set forth herein; and

WHEREAS , upon the occurrence of the Effective Date of this Amendment, each of the Tranche C Lenders shall be deemed to have become, by executing and delivering this Amendment, a party to the Credit Agreement (as in effect after giving effect to the Amendment) in the form of Exhibit A hereto as a "Lender" and shall have the rights and obligations of a Lender thereunder and each of the Tranche C Lenders shall have the interest shown opposite its name on Annex A to the Credit Agreement (as is in effect after giving effect to this Amendment) under the heading "Tranche C Term Loan Commitment", as each of the same may be reduced from time to time pursuant to Section 2.10 or Section 2.13 of the Credit Agreement. !

NOW, THEREFORE , the parties hereto hereby agree as follows:

ARTICLE I. Definitions

1. 1. As used herein, all terms that are defined in the Credit Agreement after giving effect to this Amendment (which will be in the form of the document attached as Exhibit A hereto) shall have the same meanings herein.

ARTICLE II . Waivers

1. 2. Waiver . The Lenders hereby waive any Defaults or Events of Default that have occurred as a result of the Borrower's (i) having expended funds to purchase certain "Tranche B" and "Tranche C" indebtedness under the EETC Facility in violation of Sections 6.10 and 6.16 of the Credit Agreement, (ii) having expended approximately $290,000,000 to purchase certain "Tranche A" indebtedness under the EETC Facility in violation of Sections 6.10 and 6.16 of the Credit Agreement, (iii) having applied to the Bankruptcy Court for authority to consummate the transactions described in clauses (i) and (ii) of this Paragraph 3 in violation of Section 6 to the Credit Agreement, (iv) having applied to the Bankruptcy Court for authority to consummate the transactions contemplated by the PDG Restructuring in violation of Section 6 of the Credit Agreement, (v) having granted Liens (and having applied to the Bankruptcy Court for authority to grant such Liens) on, or made, the EETC Deposit (relating to any potential disputes concerning the amount of accrued interest owed by the Borrower with respect to Tranche A of the EETC Facility) in violation of Sections 6.01 and 6.16 of the Credit Agreement, (vi) having taken any action with respect to the relinquishment of two (2) Primary Foreign Slots (for each season commencing summer 2006) at Charles de Gaulle International Airport set forth on Schedule 1 attached hereto prior to the Effective Date (as defined in Article V of this Amendment), (vii) having taken any action to exchange, or consummated a transaction relating to the exchange, of one pair of Primary Foreign Slots at Heathrow London Airport as described on Exhibit E attached hereto prior to the Effective Date or (viii) having consummated the sale or disposition of certain fuel equipment and related assets located at Chicago O'Hare International Airport in connection with the Borrower's outsourcing of its fueling operations in violation of Section 6.11 of the Credit Agreement.

ARTICLE III. Consents

1. 3. Amendments to Security Documents . The Lenders hereby consent to, and authorize the Collateral Agent to execute, (i) a Sixth Amendment to the Aircraft Mortgage, substantially in the form of Exhibit B attached hereto, to incorporate modifications to the Aircraft Mortgage appropriate to accommodate the execution of the Tranche C Aircraft Mortgage; (ii) a Third Amendment and Supplemental Grant to the SGR Security Agreement, substantially in the form of Exhibit C attached hereto, to among other things provide for a grant by the Borrower and each Guarantor of a security interest in the Collateral (as defined in the SGR Security Agreement) in favor of the Tranche C Collateral Agent; and (iii) a Second Amendment and Supplemental Grant to the Security and Pledge Agreement, substantially in the form of Exhibit D attached hereto, to among other things provide a grant of a security interest in the Collateral (as defined in the Security and Pledge Security Agreement) in favor the Tranche C Collateral Agent.
   4. 1. Collateral Matters .
      2. 1. The Lenders hereby consent to, (x) to the extent that the relinquishment described in paragraph 2(vi) of this Amendment shall not have been consummated prior to the Effective Date, the permanent relinquishment by the Borrower of such Primary Foreign Slots at Charles de Gaulle International Airport and (y) the modification of Schedule 1.01(b) to the Credit Agreement and Schedule 4(f) to the SGR Security Agreement upon the relinquishment of the two (2) Primary Foreign Slots at Charles de Gaulle International Airport referred to in Article II of this Amendment to reflect such relinquishment;
         2. The Lenders hereby consent to (i) the consummation by the Borrower of certain transactions relating to Primary Foreign Slots at London Heathrow Airport as described in Exhibit E hereto to the extent set forth therein and (ii) the modification of Schedule 1.01(b) to the Credit Agreement and Schedule 4(f) to the SGR Security Agreement as set forth in Exhibit E hereto; and
         3. Consent to Release of Collateral . The Lenders hereby consent to the disposition by the Borrower of, and the release by the Collateral Agent of liens of record filed with the FAA on, up to three (3) engines to be identified by the Borrower, which engines shall be reasonably satisfactory to the Collateral Agent, in connection with the Borrower's grant in favor of an 1110 financier of a security interest in such engine in order to permit the Borrower to satisfy its contractual obligation to such financier to pledge an engine in replacement of an engine constituting a Section 1110 Asset.

ARTICLE IV. Amendments

1. 4. Amendments to Body of Credit Agreement . The Credit Agreement is hereby amended by inserting each of the provisions which appear with computerized underscoring and by deleting each of the provisions which appear with computerized strike-through in the document annexed hereto as Exhibit A .
   5. Amendment to Annex A . Annex A to the Credit Agreement is hereby replaced in its entirety by Annex A to the document attached as Exhibit A hereto (it being understood that the Tranche A Commitments and Tranche B Commitments on such new Annex A shall reflect the Tranche A Commitments and Tranche B Commitments held by each Tranche A Lender and Tranche B Lender, respectively, on August 11, 2005).
   6. Amendment to Exhibits and Schedules . The Credit Agreement is hereby amended by incorporating therein (A) a new Schedule B (" Tranche C Priority Collateral ") in the form of Exhibit F to this Amendment and (B) a new Exhibit I (" Form of Tranche C Aircraft Mortgage ") in the form of Exhibit G to this Amendment.
   7. Amendment to Schedules . Schedule 3.06 to the Credit Agreement is hereby replaced in its entirety with revised Schedule 3.06 attached hereto as Exhibit H .
   8. Amendments to Table of Contents . The Table of Contents of the Credit Agreement is hereby replaced in its entirety by the Table of Contents of the document attached as Exhibit A hereto.

ARTICLE V. Miscellaneous

1. 9. Conditions to Effectiveness . The waivers, consents and amendments set forth in Article IV of this Amendment shall not become effective until the date (the " Effective Date ") on which the following conditions precedent shall have been satisfied (or waived by the Required Lenders):
   10. 1. Execution . This Amendment shall have been executed by the Borrower, the Guarantors, Lenders constituting the Required Lenders and each of the Tranche C Lenders and each Agent shall have received evidence reasonably satisfactory to it of such execution.
       2. Bankruptcy Court Order . The Bankruptcy Court shall have entered an order reasonably satisfactory in form and substance to the Agents and the Tranche C Agent approving the terms of this Amendment (and of the payment of the fees referred to in Paragraph C below) which order shall be in full force and effect, and shall not have been vacated, stayed, reversed, modified or amended in any respect that the Agents or the Tranche C Agent reasonably determine to be adverse to the interests of the Lenders; and, if such order is the subject of a pending appeal in any respect, the continued performance by the Borrower or any of the Guarantors of any of their respective obligations under the Credit Agreement or under the Loan Documents or under any other instrument or agreement referred to therein shall not be the subject of a presently effective stay pending appeal.
       3. Payment of Fees to JPMCB . The Borrower shall have paid to the Tranche C Agent for its own account the fees in the amounts heretofore agreed upon by the Borrower and the Tranche C Agent.
       4. Corporate and Judicial Proceedings . All corporate and judicial proceedings and all instruments and agreements in connection with the transactions among the Borrower, the Guarantors, the Agents, the Tranche C Agent and the Lenders contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Lenders, and the Agents, the Tranche C Agent and the Lenders shall have received all information and copies of all documents and papers, including records of corporate and judicial proceedings, which the Agents or the Tranche C Agent may have reasonably requested in connection herewith, such documents and papers where appropriate to be certified by proper corporate, governmental or judicial authorities.
   11. Ratification . Except to the extent hereby amended, the Credit Agreement and each of the Loan Documents remain in full force and effect and are hereby ratified and affirmed.
   12. Costs and Expenses . The Borrower agrees that its obligations set forth in Section 10.05 of the Credit Agreement shall extend to the preparation, execution and delivery of this Amendment and the commitment letter relating to this Amendment, including the reasonable fees and disbursements of special counsel to the Agents and the Tranche C Agent.
   13. Representations and Warranties . The Borrower represents and warrants to the Lenders, to induce the Lenders to enter into this Amendment, that no Event of Default or event with the passage of time would constitute an Event of Default (other than the Events of Default described in Article II herein) exists on the date hereof and that each of the representations and warranties made by the Borrower in the Credit Agreement and each other Loan Document are true and correct in all material respects as of the date hereof except where such representation or warranty relates to a specific date, in which such representation or warranty shall be true and correct in all material respects as of such date.
   14. References . This Amendment shall be limited precisely as written and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Agents, the Tranche C Agent or the Lenders may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by this Amendment.
   15. Counterparts . This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. A fax copy or PDF copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes.
   16. Applicable Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[SIGNATURE PAGES TO FOLLOW]

EXHIBIT A
TO
THIRTEENTH AMENDMENT

FOURTH AMENDED AND RESTATED

REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT

Among

UNITED AIR LINES, INC.,
a Debtor and a Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,

as Borrower ,

and

UAL CORPORATION,
a Debtor and a Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,

the Parent ,

and

THE SUBSIDIARIES OF THE BORROWER AND THE PARENT NAMED HEREIN,
Each a Debtor and a Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,

as Guarantors

and

THE LENDERS PARTY HERETO,

and

JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank),
as Co-Administrative Agent [ , ] for the Tranche A Lenders and the Tranche B Lenders,
Co-Collateral Agent for the Tranche A Lenders and the Tranche B Lenders, and Paying Agent,

CITICORP USA, INC.,

as Co-Administrative Agent and Co-Collateral Agent for the Tranche A Lenders and the Tranche B Lenders ,

 

J.P. MORGAN SECURITIES INC.,

as Joint Lead Arranger and Joint Bookrunner for the Tranche A Loans and the Tranche B Loans ,

CITIGROUP GLOBAL MARKETS, INC.,
as Joint Lead Arranger and Joint Bookrunner for the Tranche A Loans and the Tranche B Loans ,

THE CIT GROUP/BUSINESS CREDIT, INC.,

as Co-Arranger for the Tranche A Loans and the Tranche B Loans ,

[ and ]

GENERAL ELECTRIC CAPITAL CORPORATION,

as Co-Arranger for the Tranche A Loans and the Tranche B Loans

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent for the Tranche C Lenders

and

J.P. MORGAN SECURITIES, INC.,

as Lead Arranger and Bookrunner for the Tranche C Loans
 
 
 
 
 
 

Dated as of December 24, 2002

[ CONFORMED TO REFLECT MODIFICATIONS SET FORTH IN THE WAIVER AND AMENDMENT LETTER DATED AS OF FEBRUARY 7, 2003, THE FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT DATED AS OF FEBRUARY 10, 2003, THE SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT DATED AS OF FEBRUARY 10, 2003, THE CORRECTION LETTER DATED AS OF FEBRUARY 14, 2003, THE THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT DATED AS OF FEBRUARY 18, 2003, THE FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT DATED AS OF MARCH 27, 2003, THE WAIVER AND FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT DATED AS OF MAY 15, 2003, THE WAIVER AND SIXTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT DATED AS OF OCTOBER 10, 2003, THE SEVENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT DATED AS OF MAY 7, 2004, THE WAIVER AND EIGHTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT DATED AS OF JULY 22, 2004, THE WAIVER, CONSENT AND NINTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT DATED AS OF NOVEMBER 5, 2004, THE WAIVER, CONSENT AND TENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT DATED AS OF JANUARY 26, 2005, THE WAIVER, CONSENT AND ELEVENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT DATED AS OF APRIL 8, 2005 AND THE WAIVER, CONSENT AND TWELFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT DATED AS OF JUNE 27, 2005. ]

SECTION 1. DEFINITIONS 3

SECTION 1.01 Defined Terms 3

SECTION 1.02 Terms Generally  [ 24 ] 31

SECTION 2. AMOUNT AND TERMS OF CREDIT  [ 25 ] 31

SECTION 2.01 Commitment of the Lenders; Availability  [ 25 ] 31

SECTION 2.02 Borrowing Base  [ 26 ] 33

SECTION 2.03 Letters of Credit  [ 26 ] 33

SECTION 2.04 Issuance  [ 28 ] 35

SECTION 2.05 Nature of Letter of Credit Obligations Absolute  [ 28 ] 35

SECTION 2.06 Making of Loans  [ 29 ] 36

SECTION 2.07 Repayment of Loans; Evidence of Debt  [ 30 ] 37

SECTION 2.08 Interest on Loans  [ 30 ] 37

SECTION 2.09 Default Interest  [ 31 ] 38

SECTION 2.10 Optional Termination or Reduction of Commitment  [ 31 ] 38

SECTION 2.11 Alternate Rate of Interest  [ 31 ] 38

SECTION 2.12 Refinancing of Loans  [ 31 ] 39

SECTION 2.13 Mandatory Prepayments; Commitment Termination; Cash Collateral  [ 32 ] 40

SECTION 2.14 Optional Prepayment of Loans; Reimbursement of Lenders  [ 34 ] 42

SECTION 2.15 Reserve Requirements; Change in Circumstances  [ 36 ] 44

SECTION 2.16 Change in Legality  [ 37 ] 45

SECTION 2.17 Pro Rata Treatment, etc  [ 38 ] 46

SECTION 2.18 Taxes  [ 38 ] 46

SECTION 2.19 Certain Fees  [ 39 ] 47

SECTION 2.20 Commitment Fee  [ 39 ] 47

SECTION 2.21 Letter of Credit Fees  [ 39 ] 47

SECTION 2.22 Nature of Fees  [ 40 ] 48

SECTION 2.23 Priority and Liens  [ 40 ] 48

SECTION 2.24 Right of Set-Off  [ 41 ] 50

SECTION 2.25 Security Interest in Letter of Credit Account  [ 42 ] 50

SECTION 2.26 Payment of Obligations  [ 42 ] 50

SECTION 2.27 No Discharge; Survival of Claims  [ 42 ] 50

SECTION 3. REPRESENTATIONS AND WARRANTIES  [ 42 ] 51

SECTION 3.01 Organization and Authority  [ 42 ] 51

SECTION 3.02 Air Carrier Status  [ 43 ] 51

SECTION 3.03 Due Execution; No Consents  [ 43 ] 51

SECTION 3.04 Statements Made  [ 44 ] 52

SECTION 3.05 Financial Statements  [ 44 ] 52

SECTION 3.06 Ownership  [ 44 ] 53

SECTION 3.07 Liens  [ 44 ] 53

SECTION 3.08 Compliance with Laws  [ 45 ] 53

SECTION 3.09 Insurance  [ 45 ] 54

SECTION 3.10 Use of Proceeds  [ 45 ] 54

SECTION 3.11 Litigation  [ 46 ] 54

SECTION 3.12 Slot Utilization  [ 46 ] 54

SECTION 3.13 Primary Foreign Slot Utilization  [ 46 ] 55

SECTION 3.14 Primary Route Utilization  [ 46 ] 55

SECTION 3.15 Non-Primary Route Utilization  [ 46 ] 55

SECTION 3.16 Margin Regulations; Investment Company Act  [ 47 ] 55

SECTION 3.17 Ownership Interest in Slots, Routes and Gates  [ 47 ] 56

SECTION 4. CONDITIONS OF LENDING  [ 47 ] 56

SECTION 4.01 Conditions Precedent to Initial Loans and Initial Letters of Credit  [ 47 ] 56

SECTION 4.02 Conditions Precedent to Each Loan and Each Letter of Credit  [ 50 ] 59

SECTION 4.03 Conditions Precedent to Tranche C Loan 60

SECTION 5. AFFIRMATIVE COVENANTS  [ 51 ] 61

SECTION 5.01 Financial Statements, Reports, etc  [ 52 ] 62

SECTION 5.02 Corporate Existence  [ 55 ] 65

SECTION 5.03 Insurance  [ 55 ] 65

SECTION 5.04 Obligations and Taxes  [ 56 ] 66

SECTION 5.05 Notice of Event of Default, etc  [ 56 ] 66

SECTION 5.06 Access to Books and Records  [ 56 ] 66

SECTION 5.07 Borrowing Base Certificate  [ 56 ] 67

SECTION 5.08 Collateral Monitoring and Review  [ 57 ] 67

SECTION 5.09 Appraisals  [ 57 ] 67

SECTION 5.10 FAA and DOT Matters; Citizenship  [ 57 ] 67

SECTION 5.11 Gate Leasehold Utilization  [ 57 ] 68

SECTION 5.12 Compliance With Terms of Leaseholds  [ 58 ] 68

SECTION 5.13 Slot Utilization.  [ 58 ] 68

SECTION 5.14 Primary Foreign Slot Utilization  [ 58 ] 69

SECTION 5.15 Primary Route Utilization; Route Reporting.  [ 59 ] 69

SECTION 5.16 Business Plan  [ 60 ] 70

SECTION 5.17 [Intentionally Omitted]  [ 60 ] 70

SECTION 5.18 Concentration Account  [ 60 ] 70

SECTION 5.19 Operational Matters  [ 60 ] 70

SECTION 5.20 Additional Collateral.  [ 60 ] 71

SECTION 5.21 Post Closing  [ 61 ] 72

SECTION 5.22 Updated Business Plan  [ 61 ] 72

SECTION 5.23 Cost Savings Report 72

SECTION 6. NEGATIVE COVENANTS  [ 61 ] 72

SECTION 6.01 Liens  [ 61 ] 72

SECTION 6.02 Merger, etc  [ 62 ] 74

SECTION 6.03 Indebtedness  [ 62 ] 74

SECTION 6.04 Capital Expenditures  [ 64 ] 75

SECTION 6.05 EBITDAR  [ 64 ] 77

SECTION 6.06 Guarantees and Other Liabilities  [ 65 ] 78

SECTION 6.07 Chapter 11 Claims  [ 66 ] 78

SECTION 6.08 Dividends; Capital Stock  [ 66 ] 78

SECTION 6.09 Transactions with Affiliates  [ 66 ] 79

SECTION 6.10 Investments, Loans and Advances  [ 66 ] 79

SECTION 6.11 Disposition of Assets  [ 67 ] 80

SECTION 6.12 Nature of Business  [ 69 ] 82

SECTION 6.13 Minimum Cash  [ 69 ] 82

SECTION 6.14 [Intentionally Omitted]  [ 69 ] 82

SECTION 6.15 Modification of Jet Fuel Supply Agreement  [ 69 ] 82

SECTION 6.16 Payments  [ 69 ] 82

SECTION 6.17 Aircraft Acquisition Cash Leakage 82

SECTION 6.18 Tranche C Priority Collateral Maintenance Covenant 82

SECTION 7. EVENTS OF DEFAULT  [ 69 ] 82

SECTION 7.01 Events of Default  [ 69 ] 82

SECTION 8. THE AGENTS  [ 73 ] 87

SECTION 8.01 Administration by Agents  [ 73 ] 87

SECTION 8.02 Advances and Payments  [ 73 ] 87

SECTION 8.03 Sharing of Setoffs  [ 74 ] 88

SECTION 8.04 Agreement of Requisite Lenders  [ 74 ] 88

SECTION 8.05 Liability of Agents  [ 75 ] 89

SECTION 8.06 Reimbursement and Indemnification  [ 75 ] 90

SECTION 8.07 Rights of Agents  [ 76 ] 90

SECTION 8.08 Independent Lenders  [ 76 ] 90

SECTION 8.09 Notice of Transfer  [ 76 ] 90

SECTION 8.10 Successor Agents  [ 76 ] 90

SECTION 9. GUARANTY  [ 77 ] 94

SECTION 9.01 Guaranty  [ 77 ] 94

SECTION 9.02 No Impairment of Guaranty  [ 78 ] 95

SECTION 9.03 Subrogation  [ 78 ] 95

SECTION 10. MISCELLANEOUS  [ 78 ] 96

SECTION 10.01 Notices  [ 78 ] 96

SECTION 10.02 Survival of Agreement, Representations and Warranties, etc  [ 78 ] 96

SECTION 10.03 Successors and Assigns  [ 79 ] 96

SECTION 10.04 Confidentiality  [ 81 ] 99

SECTION 10.05 Expenses  [ 82 ] 99

SECTION 10.06 Indemnity  [ 82 ] 100

SECTION 10.07 CHOICE OF LAW  [ 83 ] 100

SECTION 10.08 No Waiver  [ 83 ] 101

SECTION 10.09 Extension of Maturity  [ 83 ] 101

SECTION 10.10 Amendments, etc  [ 83 ] 101

SECTION 10.11  [ Severability 84 ] Additional Amendments Requirements; Tranche C Voting 102

SECTION 10.12  [ Headings 85 ] Severability 104

SECTION 10.13  Headings 104

SECTION 10.14  Execution in Counterparts  [ 85 ] 104

SECTION  [ 10.14 ] 10.15 Prior Agreements  [ 85 ] 104

SECTION  [ 10.15 ] 10.16 Further Assurances  [ 85 ] 104

SECTION  [ 10.16 ] 10.17 WAIVER OF JURY TRIAL  [ 85 ] 104

SECTION 11. INTERCREDITOR PROVISIONS 105

SECTION 11.01 Lien Priorities 105

SECTION 11.02 Enforcement; Insurance; Remedies 105

SECTION 11.03 Revolving Nature of Certain Tranches A and B Obligations 106

SECTION 11.04 Post-Bankruptcy Issues 106

SECTION 11.05 Disposition of Collateral; Release of Liens. 106

SECTION 11.06 Contesting Liens or Security Interest 107

SECTION 11.07 No Benefit to Third Parties 107

SECTION 11.08 Limitation on Inter-Agent Liability 107

SECTION 11.09 Amendments to Financing Arrangements or to this Agreement 107

ANNEX A - Commitment Amounts

EXHIBIT A-1 - Form of Interim Order

EXHIBIT A-2 - Form of Final Order

EXHIBIT B - Form of Security and Pledge Agreement

EXHIBIT C - Form of Slot, Gate and Route Security and Pledge Agreement

EXHIBIT D - Form of Aircraft Mortgage

EXHIBIT E-1 - Form of Opinion of Kirkland & Ellis

EXHIBIT E-2 Form of Opinion of Vedder, Price, Kaufman & Kammholz

EXHIBIT E-3 Form of Opinion of McAfee & Taft

EXHIBIT F - Form of Assignment and Acceptance

EXHIBIT H - Form of Borrowing Base Certificate

EXHIBIT I Form of Tranche C Aircraft Mortgage

SCHEDULE A - Excluded Joint Ventures

SCHEDULE 1.01(a) - Excluded Flight Simulators

SCHEDULE 1.01(b) - Primary Foreign Slots

SCHEDULE 1.01(c) - Primary Routes

SCHEDULE 3.06 - Subsidiaries

SCHEDULE 3.07 - Existing Liens

SCHEDULE 3.11 - Litigation

SCHEDULE 5.01(n) - Airports and Time Allotments

SCHEDULE 5.01(o) - Primary Foreign Slots

SCHEDULE 5.19(c) - Operational Information

SCHEDULE 6.03 - Capitalized Leases

SCHEDULE 6.10 - Existing Investments

SCHEDULE 6.11 - Asset Sales
 
 

FOURTH AMENDED AND RESTATED

REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT
Dated as of December 24, 2002

REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of December 24, 2002, among UNITED AIR LINES, INC., a Delaware corporation (the " Borrower "), a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, UAL CORPORATION, a Delaware corporation and the parent company of the Borrower (the " Parent ") and all of the direct and indirect subsidiaries of the Borrower and the Parent signatory hereto (the " Subsidiaries " and together with the Parent, each a " Guarantor " and collectively the " Guarantors "), each of which Guarantors referred to in this paragraph is a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and the Guarantors, each a " Case " and collectively, the " Cases "), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national banking corporation (" JPMorgan Chase "), CITICORP USA, INC., a Delaware corporation (" [ CUSA ] CITI "), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA), a national banking corporation (" Bank One "), THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (" CIT Group "), each of the other financial institutions from time to time party hereto (together with JPMorgan Chase,  [ CUSA ] CITI , Bank One and CIT Group, the " Lenders "), JPMORGAN CHASE and  [ CUSA ] CITI , as co-administrative agents (together in such capacity , the " Agents ") for the  [ Lenders ] Tranche A Lenders and the Tranche B Lenders, JPMORGAN CHASE, as administrative agent (the "Tranche C Agent") for the Tranche C Lenders, and JPMORGAN CHASE, as paying agent (in such capacity, the " Paying Agent ") for the Lenders.

INTRODUCTORY STATEMENT

On December 9, 2002, the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court initiating the Cases and have continued in the possession of their assets and in the management of their business pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

The Borrower has applied to the Lenders for a loan facility of up to $ [ 1,300,000,000 ] 1,650,000,000 comprised of  [ a ] (i) a tranche A revolving credit and letter of credit facility in an aggregate principal amount not to exceed $200,000,000 as set forth herein [ and ] , (ii) a tranche B term loan in an aggregate principal amount of $1,100,000,000 as set forth herein and (iii) a tranche C term loan in an aggregate principal amount of $320,000,000 (which shall be increased to $350,000,000 under the circumstances described in Section 2.01(c)) as set forth herein , all of the Borrower's obligations under each of which are to be guaranteed by the Guarantors.

The proceeds of  (i)  the Tranche A Loans and the Tranche B Loan will be used for working capital and other general corporate purposes of the Borrower and the Guarantors and for the other purposes described in Section  [ 3.10. ] 3.10 and (ii) the Tranche C Loan will be used to refinance a portion (relating to up to fourteen (14), but no fewer than ten (10), aircraft owned by the Borrower) of the amounts paid by the Borrower to acquire all of the A, B and C tranches of the outstanding indebtedness under the EETC Facility.

To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents (including, without limitation, the Obligations of the Borrower to any Lender or any of their banking Affiliates permitted under Section 6.03(viii)), the Borrower and the Guarantors will provide to the Agents, the Collateral Agent, the Tranche C Agent, the Tranche C Collateral Agent and the Lenders the following (each as more fully described herein):

1. 1. a guaranty from each of the Guarantors of the due and punctual payment and performance of the obligations of the Borrower hereunder;
   2. a joint and several allowed administrative expense claim in each of the Cases pursuant to Section 364(c)(1) of the Bankruptcy Code having priority over all administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code;
   3. (1)  a perfected first priority Lien in favor of the Collateral Agent for the benefit of the Tranche A Lenders and the Tranche B Lenders , pursuant to Section 364(c)(2) of the Bankruptcy Code, upon all tangible and intangible property of the Borrower's and the Guarantors' respective estates in the Cases that is not subject to valid, perfected and non-avoidable liens as of the commencement of the Cases, including, without limitation, all unencumbered aircraft (other than the Tranche C Priority Collateral) , spare engines, spare parts inventory, accounts receivable, routes, supporting route facilities, domestic and foreign slots, airport gate leaseholds (to the extent that the grant of a Lien on such supporting route facilities, foreign slots and gate leaseholds is permitted by applicable law, it being understood that in any event, the Lien described in this paragraph shall extend to the proceeds of any disposition of any such supporting route facilities, foreign slots and gate leaseholds), quick engine change kits, flight simulators, trademarks, tradenames, inventory, leasehold interests (including, without limitation, leasehold interests in hangars and parts depots), and other property, plant and equipment of, and debt and equity investments by, the Borrower and the Guarantors, and on all cash maintained in the Letter of Credit Account [ , excluding ] and (2) a perfected first priority Lien in favor of the Tranche C Collateral Agent for the benefit of the Tranche C Lenders, pursuant to Section 364(c)(2) of the Bankruptcy Code, upon the Tranche C Priority Collateral, excluding in each case the (i) Avoidance Actions (it being understood that, notwithstanding such exclusion, the proceeds of such actions shall be available to repay the Obligations), (ii) Escrow Accounts (it being understood that, notwithstanding such exclusion, the Borrower's and any applicable Guarantor's rights to receive any excess funds remaining in the Escrow Accounts following the payment in full of the taxes, fees and charges payable from such Escrow Accounts shall be subject to the first priority Lien described in this paragraph), (iii) Section 1110 Assets, (iv) [Intentionally Omitted] and (v) interests of the Borrower and any Guarantor in the joint ventures set forth on Schedule A (but only to the extent that applicable law or the organizational documents with respect to any such joint venture do not permit an assignment of such interests, it being understood that in any event, the Lien described in this paragraph shall extend to the proceeds of any disposition of any such joint venture interests and all distributions thereon); and
   4. (1)  a perfected junior Lien in favor of the Collateral Agent for the benefit of the Tranche A Lenders and the Tranche B Lenders , pursuant to Section 364(c)(3) of the Bankruptcy Code, upon the Tranche C Priority Collateral (junior only to the Lien granted in favor of the Tranche C Collateral Agent) and all tangible and intangible property of the Borrower's and the Guarantors' respective estates in the Cases (other than Section 1110 Assets) that is subject to valid, perfected and non-avoidable Liens in existence on the Filing Date or to valid Liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code and (2) a perfected junior Lien in favor of the Tranche C Collateral Agent for the benefit of the Tranche C Lenders, pursuant to Section 364(c)(3) of the Bankruptcy Code, upon the Tranches A and B Priority Collateral which Lien shall be immediately junior to the Liens granted to the Collateral Agent pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code .

All of the claims and the Liens granted hereunder in the Cases to the Collateral Agent, the Tranche C Collateral Agent and the Lenders shall be subject to the Carve-Out to the extent provided in Section 2.23.

Accordingly, the parties hereto hereby agree as follows:

1. DEFINITIONS
2. 1. Defined Terms .

" Air Transportation Stabilization Act and Regulations " shall mean the Air Transportation Safety and System Stabilization Act, P.L. 107-42, as the same may be amended from time to time, and the regulations promulgated thereunder (14 C.F.R. Part 1310) and related OMB Regulations, 14 C.F.R. Part 1300.

" ABR Loan " shall mean any Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Section 2.

" Acquired 1110 Asset " shall mean a Section 1110 Total Asset, the liens upon which shall have become satisfied or released or title shall be transferred to the Borrower pursuant to a Permitted 1110 Acquisition.

" Acquired Aircraft Asset " shall mean an aircraft, engine or spare engine acquired by the Borrower pursuant to a Permitted Aircraft Acquisition.

" Acquisition Deposit " shall mean any cash expenditure made as a deposit in connection with the Borrower's commitment to acquire any Section 1110 Total Assets or Acquired Aircraft Assets until applied to reduce the purchase price in a fully consummated transaction for such Section 1110 Total Asset or Acquired Aircraft Asset.

" Additional Credit " shall have the meaning given such term in Section 4.02(d) hereof.

" Adjusted LIBOR Rate " shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the quotient of (i) the LIBOR Rate in effect for such Interest Period divided by (ii) a percentage (expressed as a decimal) equal to 100% minus Statutory Reserves. For purposes hereof, the term " LIBOR Rate " shall mean the rate at which dollar deposits approximately equal in principal amount to such Eurodollar Borrowing and for a maturity comparable to such Interest Period are offered to the principal London office of the Paying Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

" Adjusted Orderly Liquidation Value " shall mean, at the time of any determination thereof, an amount equal to the Orderly Liquidation Value of Borrowing Base Collateral, less an amount equal to the aggregate Orderly Liquidation Value of Borrowing Base Collateral sold or otherwise disposed of by the Borrower or any of the Guarantors since the date of the Current Appraisal hereinafter referred to most recently delivered to the Agents (such amount shall be determined by either Agent (in consultation with the other Agent) by estimating such Orderly Liquidation Value based on the most current appraisal of Collateral delivered pursuant to Section 4.01(h), 4.02(h) or 5.09, as the case may be (such appraisal, the " Current Appraisal ")).

" Affiliate " shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person (a " Controlled Person ") shall be deemed to be "controlled by" another Person (a " Controlling Person ") if the Controlling Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise, provided , however , that an Affiliate shall not include the Parent's Employee Stock Option Plan (for purposes of this definition, the " ESOP "), the trustee of the ESOP or any Person who is a beneficial owner of voting stock of the Parent that is subject to the ESOP and who is eligible to report and reports such beneficial ownership on Schedule 13G promulgated under the Securities Exchange Act of 1934, as amended.

" Agents " shall have the meaning set forth in the first paragraph of this Agreement.

" Agreement " shall mean this Revolving Credit, Term Loan and Guaranty Agreement, as the same may from time to time be amended, modified or supplemented.

" Aircraft Mortgage " shall mean that "Aircraft Mortgage" as defined in Section 4.01(e), as the same may be amended, modified, supplemented, extended or restated from time to time.

" Alternate Base Rate " shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, " Prime Rate " shall mean the rate of interest per annum publicly announced from time to time by the Paying Agent as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective on the date such change is publicly announced. " Base CD Rate " shall mean the sum of (a) the quotient of (i) the Three-Month Secondary CD Rate divided by (ii) a percentage expressed as a decimal equal to 100% minus Statutory Reserves and (b) the Assessment Rate. " Three-Month Secondary CD Rate " shall mean, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day shall not be a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 a.m., New York City time, on such day (or, if such day shall not be a Business Day, on the next preceding Business Day) by the Paying Agent from three New York City negotiable certificate of deposit dealers of recognized standing selected by it. " Federal Funds Effective Rate " shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Paying Agent from three Federal funds brokers of recognized standing selected by it. If for any reason the Paying Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Base CD Rate or the Federal Funds Effective Rate or both for any reason, including the inability or failure of the Paying Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (b) or (c), or both, of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate, respectively.

" Appraisers " shall mean Simat, Helliesen & Eichner, Inc. or such other appraisal firms as may be retained by the Agents from time to time.

" Assessment Rate " shall mean for any date the annual rate (rounded upwards, if necessary, to the next 1/100 of 1%) most recently estimated by the Paying Agent as the then current net annual assessment rate that will be employed in determining amounts payable by the Paying Agent to the Federal Deposit Insurance Corporation (or any successor) for insurance by such corporation (or any successor) of time deposits made in dollars at the Paying Agent's domestic offices.

" Assignment and Acceptance " shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Paying Agent, substantially in the form of Exhibit F.

" Avoidance Actions " shall mean the Borrower and Guarantors' claims and causes of action arising under Section 502(d), 544, 547, 548 or 550 of the Bankruptcy Code or any other avoidance action under the Bankruptcy Code.

" AWAC " shall mean Air Wisconsin Airlines Corporation, a Delaware corporation.

" Bank One " shall have the meaning set forth in the first paragraph of this Agreement.

" Bankruptcy Code " shall mean The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq .

" Bankruptcy Court " shall mean the United States Bankruptcy Court for the Northern District of Illinois or any other court having jurisdiction over the Cases from time to time.

" Board " shall mean the Board of Governors of the Federal Reserve System of the United States.

" Borrower " shall have the meaning set forth in the first paragraph of this Agreement.

" Borrowing " shall mean the incurrence of Loans of a single Type made from all the Lenders on a single date and having, in the case of Eurodollar Loans, a single Interest Period (with any ABR Loan made pursuant to Section 2.16 being considered a part of the related Borrowing of Eurodollar Loans).

" Borrowing Base " shall mean on any date the amount (calculated based on the most recent Borrowing Base Certificate delivered pursuant to this Agreement) that is equal to the sum of (A) 55% of Eligible Borrowing Base Collateral Value minus (i) the Carve-Out, (ii) a reserve satisfactory to the Agents (in consultation with the Initial Lenders) on account of pari passu cash management claims granted pursuant to Section 2.23(a) and permitted by Section 6.03(viii), (iii) the Tranche A Reserve and (iv) other availability reserves established by the Agents in their commercially reasonable discretion plus (B) Eligible Primary Routes Collateral Value. Borrowing Base standards (in respect of matters other than cash management claims) may be established and revised from time to time by the Agents in their sole commercially reasonable discretion ( provided , that the Agents may not revise Borrowing Base standards if the effect thereof would be to increase the foregoing advance rate or the amount of the Borrowing Base without the consent of the requisite Lenders as set forth in Section 10.10), with any changes in such standards to become effective five (5) Business Days after delivery of notice thereof to the Borrower.

" Borrowing Base Amendment " shall mean that certain First Amendment, dated as of February 10, 2003 to the Revolving Credit, Term Loan and Guaranty Agreement.

" Borrowing Base Certificate " shall mean a certificate substantially in the form of Exhibit H together with all supporting documentation required to be delivered as specified in Schedule 1 to Exhibit H (with such changes therein from time to time as may be required by the Collateral Agent to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time), executed and certified by a Financial Officer of the Borrower, which shall include appropriate exhibits, schedules and collateral reporting requirements as referred to therein and as provided for in Section 5.07.

" Borrowing Base Collateral " shall mean Mortgaged Collateral (excluding the Tranche C Priority Collateral) , Flight Simulators and QEC Kits (other than QEC Kits constituting Tranche C Priority Collateral) .

" Business Day " shall mean any day other than a Saturday, Sunday or other day on which banks in the State of New York are required or permitted to close (and, for a Letter of Credit, other than a day on which the Fronting Bank issuing such Letter of Credit is closed); provided , however , that when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits on the London interbank market.

" Capital Expenditures " shall mean, for any period, the aggregate of all expenditures (whether (i) paid in cash and not theretofore accrued or (ii) accrued as liabilities during such period, and including that portion of any post-petition Capitalized Lease which is capitalized on the consolidated balance sheet of the Parent and its Subsidiaries) net of cash amounts received by the Borrower and the Guarantors from other Persons during such period in reimbursement of Capital Expenditures made by the Borrower and the Guarantors, excluding interest capitalized during construction, made by the Borrower and the Guarantors during such period that, in conformity with GAAP, are required to be included in or reflected by the property, plant, equipment or similar fixed asset accounts reflected in the consolidated balance sheet of the Parent and its Subsidiaries (including equipment which in the ordinary course of business is purchased simultaneously with the trade-in or exchange of existing equipment owned by the Borrower or any of the Guarantors to the extent of the gross amount of such purchase price less the book value of the equipment being traded in or exchanged at such time), but excluding expenditures made in connection with the replacement or restoration of assets to the extent reimbursed or financed from (x) insurance proceeds paid on account of the loss of or the damage to the assets being replaced or restored, (y) awards of compensation arising from the taking by condemnation or eminent domain of such assets being replaced or (z) proceeds of asset sales permitted by this Agreement which proceeds are not required to be used to prepay the Loans pursuant to Section 2.13.

" Capitalized Lease " shall mean, as applied to any Person, any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP (excluding any leases that become Capitalized Leases as a result of a recharacterization of operating leases as Capitalized Leases in connection with the renegotiation thereof, provided that the Borrower's payment obligation thereunder are unchanged).

" Carve-Out " shall have the meaning set forth in Section 2.23.

" Cases " shall have the meaning set forth in the first paragraph of this Agreement.

" CGMI " shall mean Citigroup Global Markets, Inc.

" Change of Control " shall mean (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Parent or the Borrower; or (ii) the occupation of a majority of the seats (other than vacant seats) on the Board of Directors of the Parent or the Borrower by Persons who were neither (A) nominated by the Board of Directors of the Parent or the Borrower nor (B) appointed by directors so nominated.

" CIT Group " shall have the meaning set forth in the first paragraph of this Agreement.

"CITI" shall have the meaning set forth in the first paragraph of this Agreement.

" Closing Date " shall mean the date on which this Agreement has been executed and the conditions precedent to the making of the initial Loans set forth in Section 4.01 have been satisfied or waived by the Initial Lenders, which date shall occur promptly upon entry of the Interim Order, but not later than December 31, 2002.

" Co-Arrangers " shall mean JPMorgan Chase,  [ CUSA ] CITI , CIT Group and GECC.

" Code " shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

" Collateral " shall mean all of the "Collateral" referred to in the Collateral Documents, which shall (i) not include Avoidance Actions (it being understood that, notwithstanding such exclusion, the proceeds of Avoidance Actions shall be available to repay the Obligations), the Escrow Accounts (it being understood that, notwithstanding such exclusion, the Borrower's and any applicable Guarantor's rights to receive any excess funds remaining in the Escrow Accounts following the payment in full of the taxes, fees and charges payable from such Escrow Accounts shall be subject to the first priority Lien described in Section 2.23(a)) and the Section 1110 Assets and (ii) be otherwise limited as set forth in Section 2.23(a)(ii) and (a)(iii).

" Collateral Agent " shall mean, collectively, JPMorgan Chase and  [ CUSA ] CITI in their capacities as co-collateral agents for the Tranche A Lenders and the Tranche B Lenders .

" Collateral Documents " shall mean, collectively, the Security and Pledge Agreement, the Aircraft Mortgage (including, without limitation, any Mortgage Supplement), the SGR Security Agreement, the Mortgage Amendment, Mortgage Amendment No. 2, Mortgage Amendment No. 3, Mortgage Amendment No. 4, Mortgage Amendment No. 5,  Mortgage Amendment No. 6, the Tranche C Aircraft Mortgage (including, without limitation, any Mortgage Supplement)  and other agreements, instruments or documents that create or purport to create a Lien in favor of the Collateral Agent for the benefit of the Lenders.

"Combined DIP Total Commitment" shall mean, at any time, the sum of the Total Tranche A Commitment, the Total Tranche B Commitment and the Total Tranche C Commitment at such time.

"Combined DIP Total Commitment Percentage" shall mean, at any time, with respect to each Tranche A Lender, Tranche B Lender or Tranche C Lender, the percentage obtained by dividing the sum of such Lender's Tranche A Commitment, Tranche B Commitment and/or Tranche C Commitment by the Combined DIP Total Commitment.

" Commitment Fee " shall have the meaning set forth in Section 2.20.

" Consummation Date " shall mean the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code) of a Reorganization Plan for the Borrower that is confirmed pursuant to an order of the Bankruptcy Court.

[ " CUSA ] "Current Appraisal " shall have the meaning set forth  [ in the first paragraph of this Agreement ] within the definition of the term Adjusted Orderly Liquidation Value .

" DCA " shall mean Ronald Reagan Washington National Airport.

" Dollars " and " $ " shall mean lawful money of the United States of America.

" DOT " shall mean the United States Department of Transportation.

" EBITDAR " shall mean, for any period, all as determined in accordance with GAAP, the consolidated net income (or net loss) of the Parent and its Subsidiaries for such period, plus (a) the sum of (i) depreciation expense; (ii) amortization expense; (iii) other non-cash charges; (iv) consolidated federal, state and local income tax expense; (v) gross interest expense for such period less gross interest income for such period; (vi) (A) aircraft rent expense, (B) a one-time rent expense in an amount not in excess of $44,000,000 paid in 2004 in connection with a settlement of the dispute relating to the Chicago O'Hare municipal bond transaction relating to the out-of-period portion (relating to 2004) of such rent expense, (C) a one-time rent expense in an amount not in excess of $24,000,000 paid in 2005 in connection with the settlement of the dispute described in the preceding clause (a)(vi)(B) relating to the out-of-period portion (relating to 2005) of such rent expense and (D) a one-time rent expense in an amount not in excess of $8,800,000 paid in 2005 in connection with a settlement of the dispute relating to the San Francisco municipal bond transaction relating to the out-of-period portion (relating to 2005) of such rent expense; (vii) extraordinary losses; (viii) any non-recurring charge or restructuring charge; (ix) the cumulative effect (whether positive or negative) of any change in accounting principles; (x) any Fees paid by the Borrower and not otherwise added back to consolidated net income (or net loss) pursuant to any of the foregoing clauses of this definition; (xi) the difference (whether positive or negative) between the cash paid by Chase Manhattan Bank USA (formerly known as Bank One Delaware, NA) during such period pursuant to its "Annual Guaranteed Miles Purchased" (as defined in that certain Co-Branded Card Marketing Services Agreement, dated July 1, 2001, as heretofore amended, among Chase Manhattan Bank USA (formerly known as Bank One Delaware, NA), Parent, the Borrower and UAL Loyalty Services, Inc.) and the amount of the revenue recorded during such period on account of the miles so purchased by Bank One pursuant to such agreement during such period and prior periods; (xii) for the period commencing on the first fiscal month period ending on September 30, 2004 and ending on the fiscal month period ending on January 31, 2005, in the event that the average price of fuel during any fiscal month period exceeds the price of fuel reflected in the updated business plan delivered by the Borrower to the Agents on July 13, 2004 for such fiscal month period, the amount (not to exceed $20,000,000 for such fiscal month period) by which Borrower's expenditures for fuel for such fiscal month period exceeds the Borrower's projected expenditures for fuel for such fiscal month period in such business plan; (xiii) for the period commencing on the first fiscal month period ending on February 28, 2005 and ending on the fiscal month period ending on May 31, 2005, in the event that the average price of fuel during any fiscal month period exceeds the price of fuel reflected in the updated business plan delivered by the Borrower to the Agents on January 25, 2005 for such fiscal month period, the amount (not to exceed $20,000,000 for such fiscal month period) by which Borrower's expenditures for fuel for such fiscal month period exceeds the Borrower's projected expenditures for fuel for such fiscal month period in such business plan; (xiv) a one time adjustment to EBITDAR for an expense in an amount not in excess of $84,000,000 incurred as a result of replacing services provided by AWAC on forward-looking terms that are more economically favorable to the Borrower than the terms of the AWAC service arrangement existing as of January 25, 2005; and (xv) for the period commencing on the first fiscal month period ending on June 30, 2005, in the event that the average price of fuel during any fiscal month period exceeds the price of fuel reflected in the updated business plan delivered by the Borrower to the Agents on June 14, 2005 for such fiscal month period, an amount equal to the difference between (in no case to exceed $20,000,000 or be a negative number for such fiscal month period) (A) the product of such increase in fuel price per gallon multiplied by the Borrower's actual number of gallons of fuel consumed during such fiscal month, less (B) an amount equal to the product of the increase, if any, in the ratio of passenger revenue to available seat miles ("PRASM") during any fiscal month period as compared to the PRASM reflected in such updated business plan for such fiscal month multiplied by the Borrower's actual available seat miles flown during such fiscal month less (b) extraordinary gains (including, without limitation, cash or other one time gains in connection with a replacement of Air Wisconsin in accordance with clause (a)(xiv) above) plus or minus (c) the amount of cash received or expended in such period in respect of any amount which, under clause (a)(viii) above, was taken into account in determining EBITDAR for such or any prior period, provided , however , that (X) a one-time amount not in excess of $50,000,000 paid in respect of the Chicago O'Hare municipal bond transaction relating to the out-of-period portion (relating to 2003) of rent expense, and a one-time amount not in excess of $50,000,000 so paid relating to the out-of-period portion (relating to 2004) of such rent expense and (Y) a one-time amount not in excess of $9,000,000 paid in respect of the San Francisco municipal bond transaction relating to the out-of-period portion (relating to 2003) of rent expense, and a one-time amount not in excess of $9,000,000 so paid relating to the out-of-period portion (relating to 2004) of such rent expense, shall not be so deducted for purposes of this clause (c).

"EETC Deposit" shall mean certain funds that may be segregated or otherwise set aside in connection with any potential dispute concerning the amount of accrued interest that may be owed by the Borrower with respect to Tranche A of the EETC Facility.

"EETC Facility" shall mean that certain multiple tranche enhanced equipment pass through trust certificate financing commonly referred to as the "1997-1 EETC Transaction," the purpose of which was to finance 14 aircraft in the Borrower's fleet, which the Borrower entered into in December, 1997, pursuant to which certain tranches of indebtedness were outstanding, which indebtedness was secured by the Tranche C Priority Collateral.

" Eighth Amendment " shall mean that certain Waiver and Eighth Amendment to Revolving Credit, Term Loan and Guaranty Agreement dated as of July 22, 2004 among the Borrower, the Guarantors, the Lenders party thereto and the Agents.

" Eighth Amendment Order " shall mean an order of the Bankruptcy Court in form and substance reasonably satisfactory to the Agents and the Co-Arrangers approving the execution of the Eighth Amendment and the payment of the fees contemplated thereby.

" Eleventh Amendment Order " shall mean an order of the Bankruptcy Court in form and substance reasonably satisfactory to the Agents approving the execution of the Waiver, Consent and Eleventh Amendment dated as of April 22, 2005.

" Eligible Assignee " shall mean (i) a commercial bank having total assets in excess of $1,000,000,000; (ii) a finance company, insurance company or other financial institution or fund, in each case reasonably acceptable to the Agents, which in the ordinary course of business extends credit of the type contemplated herein and has total assets in excess of $200,000,000 and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of ERISA; (iii) a Lender Affiliate of the assignor Lender; and (iv) any other financial institution reasonably satisfactory to the Agents.

" Eligible Borrowing Base Collateral Value " shall mean, at the time of any determination thereof, an amount equal to Adjusted Orderly Liquidation Value minus the Ineligible Collateral and Reserves Amount.

" Eligible Primary Routes Collateral Value " shall mean, at the time of any determination thereof, an amount equal to the lesser of (i) $600,000,000 in respect of the Primary Routes and (ii) 25% of the appraised value of the Primary Routes as set forth in the Current Appraisal.

"Enforcement" shall mean, collectively or individually, for one or both of the Tranche C Collateral Agent and the Collateral Agent to repossess or otherwise gain possession or control of any material amount of Collateral or commence the enforcement of any of the rights and remedies relating to the Tranche A Loans, the Tranche B Loan or the Tranche C Loan under this Agreement or any other Loan Documents (including the Aircraft Mortgage and the Tranche C Aircraft Mortgage), any related deeds of trust, mortgages, security agreements, the Orders, or applicable law, including pursuant to the UCC, by foreclosure, by setoff, by judicial action or otherwise as a result of the occurrence (and during the continuance) of an Event of Default.

"Enforcement Notice" shall mean a written notice delivered at a time when an Event of Default has occurred and is continuing, by either the Tranche C Collateral Agent or the Collateral Agent to the other, specifying the relevant Event of Default and announcing its intention to commence Enforcement.

" Environmental Lien " shall mean a Lien in favor of any Governmental Authority for (i) any liability under federal or state environmental laws or regulations, or (ii) damages arising from or costs incurred by such Governmental Authority in response to a release or threatened release of a hazardous or toxic waste, substance or constituent, or other substance into the environment.

" ERISA " shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

" ERISA Affiliate " shall mean each person (as defined in Section 3(9) of ERISA) which together with the Borrower or a Subsidiary of the Borrower would be deemed to be a single employer within the meaning of Section 414(b), (c), (m), or (o) of the Code.

" Escrow Accounts " shall mean  (1)  certain funds set aside by the Borrower or any Guarantor to manage the collection and payment of amounts collected by the Borrower or such Guarantor for the benefit of third party beneficiaries relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, including (i) federal payroll withholding taxes, as described in Sections 3101, 3111 and 3402 of the Code, (ii) federal Unemployment Tax Act taxes, as described in Chapter 23 of Subtitle C of the Code, (iii) federal air transportation excise taxes, as described in Sections 4261 and 4271 of the Code, (iv) federal security charges, as described in Title 49 of the Code of Federal Regulations of 2002 (referred to in this definition as the " CFR "), Chapter XII, Part 1510, (v) federal Animal and Plant Health Inspection Service of the United States Department of Agriculture (APHIS) user fees, as described in Title 21 United States Code (2002) (referred to in this definition as " U.S.C. ") Section 136a and 7 CFR Section 354.3, (vi) federal Immigration and Naturalization Service (INS) fees, as described in 8 CFR Part 286, (vii) federal customs taxes as described in 19 U.S.C. Section 58c, and (viii) federal jet fuel taxes as described in Sections 4091 and 4092 of the Code collected on behalf of and owed to the federal government; (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, workman's or workers' compensation charges and related charges and fees that are analogous to those described in Subtitle C of the Code and that are described in or are analogous to Chapter 23 of Title 19 Delaware Code Annotated (2002) collected on behalf of and owed to state and local authorities, agencies and entities; and (c) passenger facility fees and charges as described in Title 49 Section 40117 (2002) and Title 14 of the Code of Federal Regulations of 2002, Subchapter 1, Part 158 collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities; in each case held in escrow accounts or trust funds in an aggregate amount for all of such Escrow Accounts not in excess of $200,000,000 ( provided that such amount may be increased upon an increase in any of the foregoing taxes, fees and charges for which the Borrower's officers and directors may have personal liability if not paid) and (2) the EETC Deposit .

" Eurocurrency Liabilities " shall have the meaning given to such term in Regulation D issued by the Board, as in effect from time to time.

" Eurodollar Borrowing " shall mean a Borrowing comprised of Eurodollar Loans.

" Eurodollar Loan " shall mean any Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Section 2.

" Event of Default " shall have the meaning given such term in Section 7.

" Excluded Taxes " shall mean, with respect to the Paying Agent, Agents, Collateral Agent, Tranche C Agent, Tranche C Collateral Agent, any Lender, the Fronting Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed by any jurisdiction other than the United States of America or any state thereof or is imposed by the United States of America on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender's failure to comply with Section 2.18(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.18(a).

" Existing 1110 Repurchase Documents " shall mean (i) that certain letter of intent dated June 3, 2005 among the Borrower and certain financiers of four (4) aircraft constituting Section 1110 Total Assets, which letter of intent provides for, among other things, a commitment by the Borrower to (a) purchase such four (4) aircraft and (b) provide for a cash deposit of approximately $11,400,000 to secure the Borrower's commitment to purchase such four (4) aircraft and (ii) any other documents, instruments or agreements that the Borrower may be reasonably required to execute to consummate the transactions contemplated thereby.

" FAA " shall mean the Federal Aviation Administration.

" Fees " shall collectively mean the Commitment Fees, Letter of Credit Fees and any other fees referred to in Sections 2.19, 2.20 and 2.21.

" Fifth-Freedom Rights " shall mean the operational right to enplane passenger traffic and cargo in a foreign country and deplane it in another foreign country.

" Filing Date " shall mean December 9, 2002.

" Final Order " shall have the meaning given such term in Section 4.02(d).

" Financial Officer " shall mean the Chief Financial Officer, Principal Accounting Officer, Controller, Treasurer or Vice President of the Borrower or the Guarantor, if applicable.

" Financing Shortfall " shall mean (i) the difference between cash Capital Expenditures and other cash disbursements made in connection with any Permitted 1110 Acquisition and any Permitted Aircraft Acquisition and the amount refinanced pursuant to a Permitted Aircraft Financing (including any shortfall in connection with the transactions described in the Existing 1110 Repurchase Documents) which Permitted Aircraft Financing shall have occurred by the earliest of (x) ninety (90) days from the execution of any letter of intent or similar commitment to purchase such Acquired 1110 Asset or Acquired Aircraft Asset, (y) forty-five (45) days from the closing of the Permitted 1110 Acquisition or Permitted Aircraft Acquisition relating to such Acquired 1110 Asset or Acquired Aircraft Asset and (z) December 30, 2005 (it being understood that no deadline for refinancing set forth in the preceding clauses (x), (y) or (z) may be extended beyond December 30, 2005 by application of Section 7.01(d)) and (ii) in connection with any refinancing or replacement of a financing arrangement secured directly or indirectly by "equipment" described in Section 1110(a)(3) of the Bankruptcy Code in connection with which the Borrower at no time obtains title to such equipment, cash Capital Expenditures or other cash disbursements by the Borrower in connection with such refinancing or replacement.

" Flight Simulators " shall mean the flight simulators and flight training devices of the Borrower or any applicable Guarantor other than the flight simulators listed on Schedule 1.01(a) (as such Schedule may be amended from time to time with the consent of the Agents to remove one or more flight simulators from such Schedule).

" Foreign Aviation Authorities " shall mean any foreign governmental, quasi-governmental, regulatory or other agencies or private entities which exercise jurisdiction over the issuance or authorization (i) to serve any foreign point on each of the Routes and/or operations related to the Routes and Supporting Route Facilities and/or (ii) to hold and operate any Foreign Slots.

" Foreign Lender " shall mean any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

" Foreign Slot " shall mean all of the rights and operational authority, now held or hereafter acquired, of Borrower and, if applicable, a Guarantor, to conduct one landing or takeoff at a specific time or in a specific time period on a specific day of the week at each non-U.S. airport served in conjunction with Borrower's, or, if applicable, a Guarantor's operations over a Route.

" Forfeited Acquisition Deposits " shall have the meaning set forth in Section 6.04(e)(iii).

" Fronting Bank " shall mean JPMorgan Chase or  [ CUSA ] CITI , or one or more other Lenders (or any of their banking affiliates), reasonably satisfactory to the Borrower and the Agents, that may, from time to time, act as a Fronting Bank.

" GAAP " shall mean generally accepted accounting principles applied in accordance with Section 1.02.

" Gate Leaseholds " shall mean all of the right, title, privilege, interest, and authority now or hereafter acquired or held by the Borrower or, if applicable, a Guarantor in connection with the right to use or occupy space in any airport or terminal at which the Borrower conducts scheduled operations, including, without limitation, Gates and Miscellaneous Airport Leases.

" Gates " shall mean the area in an airport through which passengers enplane and deplane an aircraft (including associated aircraft parking positions) and the corresponding holding room areas, seating areas and check-in service counter(s) leased or otherwise made available to the Borrower on an exclusive or preferential use basis.

" GECC " shall mean General Electric Capital Corporation.

" Governmental Authority " shall mean any Federal, state, municipal or other governmental department, commission, board, bureau, agency, administration or instrumentality or any court, in each case whether of the United States or foreign.

" Guarantor " shall have the meaning set forth in the first paragraph of this Agreement.

" Indebtedness " shall mean, at any time and with respect to any Person: (i) all indebtedness of such Person for borrowed money; (ii) all indebtedness of such Person for the deferred purchase price of property or services (other than property, including inventory, and services purchased, and expense accruals and deferred compensation items arising, in the ordinary course of business); (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments (other than performance, surety and appeal bonds arising in the ordinary course of business); (iv) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (v) all obligations of such Person under Capitalized Leases; (vi) all reimbursement, payment or similar obligations of such Person, contingent or otherwise, under acceptance, letter of credit or similar facilities and all obligations of such Person in respect of (x) currency swap agreements, currency future or option contracts and other similar agreements designed to hedge against fluctuations in foreign interest rates and currency values, (y) interest rate swap, cap or collar agreements and interest rate future or option contracts, and (z) fuel hedges and other derivatives contracts; (vii) all Indebtedness referred to in clauses (i) through (vi) above guaranteed directly or indirectly by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness, (B) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss in respect of such Indebtedness, (C) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered or to maintain the net worth or other financial condition or ratio of the debtor) or (D) otherwise to assure a creditor against loss in respect of such Indebtedness; and (viii) all Indebtedness referred to in clauses (i) through (vii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (it being understood that claims arising upon the rejection of unexpired leases and other executory contracts shall not be treated as Indebtedness hereunder).

" Indemnified Taxes " means Taxes other than Excluded Taxes.

" Ineligible Collateral and Reserves Amount " shall mean, at the time of any determination thereof, the sum of each of the following, without duplication (at the time of each such determination, (x) each ineligible item described in clauses (a) through (o) shall be supported by the Borrower's internal financial books and records or estimated by the Borrower in a manner reasonably satisfactory to either Agent (in consultation with the other Agent) and (y) certain ineligibles and reserves will be based upon the Current Appraisal):

1. 1. an amount equal to any maintenance costs anticipated by the Borrower to be in excess of the amount thereof assumed in the Current Appraisal;
   2. an amount equal to the Orderly Liquidation Value of Borrowing Base Collateral (including, without limitation, parked or stored aircraft (including aircraft temporarily out of service)), on an aggregate basis, stored at a location not owned by the Borrower or a Guarantor unless either Agent (in consultation with the other Agent) has consented to such storage location, in such Agent's sole commercially reasonable discretion;
   3. an amount equal to the amount by which the Orderly Liquidation Value of an aircraft has decreased (as reasonably determined by either Agent (in consultation with the other Agent and the Appraiser)) as a result of variations to aircraft reliability assumptions with respect to such aircraft in the Current Appraisal as set forth in the reliability report delivered in conjunction with the Borrowing Base Certificate in accordance with Schedule I of the most recent Borrowing Base Certificate;
   4. an amount equal to the Orderly Liquidation Value of Borrowing Base Collateral located on vendor premises, and any additional amounts the Agents deem reasonably necessary;
   5. an amount equal to the Orderly Liquidation Value of Borrowing Base Collateral that is not located in the United States (excluding Borrowing Base Collateral maintained in the United States but used for service outside of the United States);
   6. an amount equal to the Orderly Liquidation Value of aircraft, engines and spare engines that have been leased or sub-leased to third parties, or spare parts that have been loaned to or exchanged with third parties;
   7. an amount equal to the Orderly Liquidation Value of any Borrowing Base Collateral (or portion thereof) that has been modified specifically for the Borrower's use or Borrowing Base Collateral designed exclusively for the Borrower's use, including, but not limited to, property containing technology, logos, designs, fashion and other proprietary property of this nature (for example, but not by way of limitation, seat covers and tapestries);
   8. an amount equal to three times the monthly expenses for rent and related charges incurred by the Borrower and the Guarantors for leased storage and maintenance facilities where Borrowing Base Collateral is maintained;
   9. an amount equal to the Orderly Liquidation Value of Borrowing Base Collateral stored at a leased location for which either Agent (in consultation with the other Agent and in its sole commercially reasonable discretion) has requested the Borrower obtain a landlord waiver, if such waiver (i) has not been delivered to the Agents, (ii) is not reasonably satisfactory in form and substance to the Agents or (iii) is not in full force and effect;
   10. an amount equal to the Orderly Liquidation Value of Borrowing Base Collateral that is subject to a perfected first priority Lien in favor of any Person other than the Collateral Agent;
   11. an amount equal to the Orderly Liquidation Value of Borrowing Base Collateral to which the Borrower does not have sole, good, valid and unencumbered title (other than Liens which are permitted pursuant to Section 6.01 and junior by operation of law or otherwise contractually subordinate to the Liens securing the Obligations), including, without limitation, Borrowing Base Collateral that is on consignment and is not owned solely by the Borrower;
   12. an amount equal to the Orderly Liquidation Value of Borrowing Base Collateral that is not adequately insured as determined by either Agent (in consultation with the other Agent) in its sole commercially reasonable discretion, pursuant to the terms of the Agreement (it being understood that the determination hereunder shall be consistent with the determinations by the Agent pursuant to Section 5.03);
   13. an amount equal to the Orderly Liquidation Value of unserviceable (as determined by the Borrower) QEC Kits, to the extent that such QEC Kits had been appraised as serviceable in the Current Appraisal;
   14. an amount equal to the Orderly Liquidation Value of Borrowing Base Collateral that is spare engines that have been scrapped or surveyed for scrap by the Borrower, or determined by the Borrower to be surplus, to the extent that such spare engines had been appraised as spare engines in the Current Appraisal; plus
   15. an amount equal to the anticipated costs to comply with modifications (aviation directives) from time to time mandated by the FAA.

" Initial Lenders " shall mean JPMorgan Chase,  [ CUSA ] CITI , Bank One and CIT Group.

" Insufficiency " shall mean, with respect to any Plan, its "amount of unfunded benefit liabilities" within the meaning of Section 4001(a)(18) of ERISA, if any.

" Interim Order " shall have the meaning given such term in Section 4.01(b).

" Interest Payment Date " shall mean (i) as to any Eurodollar Loan, the last day of each consecutive 30 day period running from the commencement of the applicable Interest Period, and (ii) as to all ABR Loans, the last calendar day of each month and the date on which any ABR Loans are refinanced with Eurodollar Loans pursuant to Section 2.12.

" Interest Period " shall mean, as to any Borrowing of Eurodollar Loans, the period commencing on the date of such Borrowing (including as a result of a refinancing of ABR Loans) or on the last day of the preceding Interest Period applicable to such Borrowing and ending on the numerically corresponding day (or if there is no corresponding day, the last day) in the calendar month that is one, three or six months thereafter, as the Borrower may elect in the related notice delivered pursuant to Sections 2.06(b) or 2.12; provided , however , that (i) if any Interest Period would end on a day which shall not be a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) no Interest Period shall end later than the Termination Date.

" Investments " shall have the meaning given such term in Section 6.10.

" IRS Stipulation " shall mean that certain Stipulation for Settlement of Controversy Between the Debtors and the United States of America approved by the Bankruptcy Court in March 2003.

" Jet Fuel Supply Agreement " shall mean that certain Jet Fuel Supply Agreement, dated as of October  [ _ [ _ ] ] , 2003, as it may be amended from time to time, among the Borrower, UAFC and MSCG, pursuant to which MSCG will supply jet fuel for the Borrower's domestic operations, will assume certain of the Borrower's and UAFC's existing supply and third-party sale agreements and will sublease certain of the Borrower's and UAFC's existing infrastructure agreements. 

" JFK " shall mean New York's John F. Kennedy (JFK) International Airport.

" Joint Commitment Letter " shall mean that certain Joint Commitment Letter dated December 8, 2002 among JPMorgan Chase, JPMSI,  [ CUSA ] CITI , SSB, Bank One, CIT Group and the Borrower.

" Joint Lead Arrangers " shall mean JPMSI and CGMI.

" JPMorgan Chase " shall have the meaning set forth in the first paragraph of this Agreement.

" JPMSI " shall mean J.P Morgan Securities, Inc.

" Lender Affiliate " means, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

" Lenders " shall mean the Tranche A Lenders , the Tranche B Lenders and the Tranche  [ B ] C Lenders.

" Letter of Credit " shall mean any irrevocable letter of credit issued pursuant to Section 2.03, which letter of credit shall be (i) a standby or import documentary letter of credit, (ii) issued for purposes that are consistent with the ordinary course of business of the Borrower or any Guarantor, or for such other purposes as are reasonably acceptable to the Agents, (iii) denominated in Dollars and (iv) otherwise in such form as may be reasonably approved from time to time by the Agents and the applicable Fronting Bank.

" Letter of Credit Account " shall mean the account established by the Borrower under the sole and exclusive control of the Paying Agent maintained at the office of the Paying Agent at 270 Park Avenue, New York, New York 10017 designated as the "United Airlines Letter of Credit Account" that shall be used solely for the purposes set forth in Sections 2.03(b) and 2.13.

" Letter of Credit Fees " shall mean the fees payable in respect of Letters of Credit pursuant to Section 2.21.

" Letter of Credit Outstandings " shall mean, at any time, the sum of (i) the aggregate undrawn stated amount of all Letters of Credit then outstanding plus (ii) all amounts theretofore drawn under Letters of Credit and not then reimbursed.

" LGA " shall mean New York's LaGuardia Airport.

" Lien " shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind whatsoever (including any conditional sale or other title retention agreement or any lease in the nature thereof).

" Loan " shall mean, collectively, the Tranche A Loans [ and ] , the Tranche B Loan and the Tranche C Loans .

" Loan Documents " shall mean this Agreement, the Letters of Credit, the Collateral Documents [ , ] and any other instrument or agreement executed and delivered to the Paying Agent, the Agents, the Collateral Agent, the Tranche C Agent, the Tranche C Collateral Agent or any Lender in connection herewith (including, without limitation, applications for Letters of Credit and related reimbursement agreements), in each case, as the same may be amended, modified, supplemented, extended or restated from time to time.

" Maturity Date " shall mean December 30, 2005, provided that such date may be extended to March 31, 2006 at the sole option of the Borrower upon written notice delivered to Agents  and the Tranche C Agent  no later than December 15, 2005 of the Borrower's intention to exercise such option only if there shall be no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default on December 30, 2005.

"Minority Lenders" shall have the meaning set forth in Section 10.10(b).

"Minority Tranche C Lenders" shall have the meaning set forth in Section 10.11(b).

" Miscellaneous Airport Leases " shall mean all of the right, title, privilege, interest and authority now or hereafter acquired or held by the Borrower or, if applicable, a Guarantor in connection with the right to use or occupy space (other than Gates) in any airport or terminal at which the Borrower conducts scheduled operations.

" Mortgage Amendment " shall mean that certain Amendment No. 1 to the Aircraft Mortgage dated as of May 7, 2004.

" Mortgage Amendment No. 2 " shall mean that certain Second Amendment to the Aircraft Mortgage dated as of September 1, 2004.

" Mortgage Amendment No. 3 " shall mean that certain Third Amendment to the Aircraft Mortgage dated as of February 22, 2005.

" Mortgage Amendment No. 4 " shall mean that certain Fourth Amendment to the Aircraft Mortgage dated as of April 27, 2005.

" Mortgage Amendment No. 5 " shall mean that certain Fifth Amendment to the Aircraft Mortgage dated as of July  [ __ ] 18, 2005.

"Mortgage Amendment No. 6" shall mean that certain Sixth Amendment to the Aircraft Mortgage dated as of [August __] , 2005.

" Mortgaged Collateral " shall mean all of the "Collateral" as defined in the Aircraft Mortgage (including any Mortgage Supplement), defined to include, without limitation, all aircraft (including the Tranche C Priority Collateral, but subject to the priorities set forth in Section 2.23 and Section 11) , spare engines and spare parts inventory included within the Collateral described in Section 2.23(a)(ii).

" Mortgage Supplement " shall have the meaning set forth in the Aircraft Mortgage or the Tranche C Aircraft Mortgage, as the case may be .

" MSCG " shall mean Morgan Stanley Capital Group Inc.

" Multiemployer Plan " shall mean a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) the Borrower or a Subsidiary of the Borrower or an ERISA Affiliate, and each such plan for the five-year period immediately following the latest date on which the Borrower, or a Subsidiary of the Borrower or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

" Multiple Employer Plan " shall mean a Single Employer Plan, which (i) is maintained for employees of the Borrower or an ERISA Affiliate and at least one person (as defined in Section 3(9) of ERISA) other than the Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such Plan has been or were to be terminated.

" Net Proceeds " shall mean, in respect of any sale of assets, the cash proceeds of such sale after the payment of or reservation for (i) expenses that are directly related to (or the need for which arises as a result of) the transaction of sale, including, but not limited to, related severance costs, taxes payable, brokerage commissions, professional expenses, other similar costs that are directly related to the sale (all of which expenses shall be reasonably satisfactory to the Agents in their reasonable judgment) and (ii) the amount secured by valid and perfected Liens, if any, that are senior to the Liens on such assets held by the Collateral Agent on behalf of the  [ Lenders ] Tranche A Lenders and the Tranche B Lenders and the Tranche C Collateral Agent on behalf of the Tranche C Lenders, as the case may be .

" Non-Primary Routes " shall mean all of the Routes other than the Primary Routes.

" Obligations " shall mean (a) the due and punctual payment of principal of and interest on the Loans and the reimbursement of all amounts drawn under Letters of Credit, and (b) the due and punctual payment of the Fees and all other present and future, fixed or contingent, monetary obligations of the Borrower and the Guarantors to the Lenders and the Agents under the Loan Documents.

" Orderly Liquidation Value " shall mean, at the time of any determination thereof, the most current valuation (as required pursuant to Sections 4.01(h), 4.02(h) and 5.09 of this Agreement, as the case may be) of the orderly liquidation value of unencumbered aircraft, spare engines, Flight Simulators, spare parts inventory and QEC Kits included within the  Tranche A and B Priority  Collateral described in Section 2.23(a)(ii) as determined by the Appraisers.

" Orders " shall mean the Interim Order and the Final Order of the Bankruptcy Court referred to in Sections 4.01(b) and 4.02(d) and the Seventh Amendment Order, the Eighth Amendment Order, the Tenth Amendment Order, the Eleventh Amendment Order [ and ] , the Twelfth Amendment Order and the Thirteenth Amendment Order.

" Other Taxes " shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

" Parent " shall have the meaning set forth in the first paragraph of this Agreement.

" Paying Agent " shall have the meaning set forth in the first paragraph of this Agreement.

" PBGC " shall mean the Pension Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.

"PDG Restructuring" shall mean a restructuring of those transactions under which the Indebtedness existing under each of the (i) 2000-1 United Air Lines EETC, (ii) 2000-2 United Air Lines EETC, (iii) 2001-1 United Air Lines EETC, (iv) Jet Equipment Trust Series 1994-A, (v) Jet Equipment Trust Series 1995-A, (vi) Jet Equipment Trust Series 1995-B, (vii) 1991 Series ETC Class A, (viii) 1991 Series ETC Class B, (ix) 1991 Series ETC Class C, (x) 1991 Series ETC Class D, (xi) 1991 Series ETC Class E, (xii) 1991 A PTC, (xiii) 1991 B PTC, (xiv) 1992 A PTC, (xv) 1992 B PTC, (xvi) 1993 A PTC, (xvii) 1993 B PTC, (xviii) 1993 C PTC, (xix) 1994 AA PTC, (xx) 1994 BB PTC, (xxi) 1995 A PTC, (xxii) 1996 A PTCs and (xxiii) non-public transactions relating to financing arrangements covering seventeen (17) aircraft, which restructuring shall be on terms and conditions reasonably satisfactory to the Agents and the Tranche C Agent.

" Pension Plan " shall mean a defined benefit plan (as defined in Section 414(j) of the Code and Section 3(35) of ERISA) which is intended to be qualified under Section 401(a) of the Code.

" Permitted 1110 Acquisition " shall mean a transaction entered into in accordance with the terms herein pursuant to which the Borrower shall satisfy all of its obligations under all security agreements, leases or conditional sale agreements with recourse against any Section 1110 Total Asset and (a) if the Borrower previously held title to such Section 1110 Total Asset, all Liens and obligations with recourse against such Section 1110 Total Asset are satisfied or otherwise released (other than the Liens granted in favor of the Collateral Agent and the Tranche C Collateral Agent ) or (b) if the Borrower did not previously hold title to such Section 1110 Total Asset, the Borrower shall obtain title to such Section 1110 Total Asset free and clear of any Liens and obligations with recourse against such Section 1110 Total Asset (other than the Liens granted in favor of the Collateral Agent and the Tranche C Collateral Agent ).

" Permitted Aircraft Acquisition " shall mean a transaction (other than a Permitted 1110 Acquisition) entered into in accordance with the terms herein pursuant to which the Borrower shall purchase an aircraft, engine or spare engine and such equipment shall be (i) acquired for the sole purpose of replacing a Section 1110 Total Asset that was repossessed or rejected after March 27, 2005 or is expected to be imminently repossessed or rejected and (ii) delivered to the Borrower free and clear of any Liens or any other interests therein (other than the Liens granted in favor of the Collateral Agent and the Tranche C Collateral Agent )  ,  provided, that the aggregate Retained Acquisition Amount, measured at the end of each fiscal month, may not exceed a  [ 20 ] 30 % variance from the aircraft cash expenditure provisions contained in the updated business plan delivered to the Agents on June 14, 2005 or the supplement thereto delivered to the Agents on July 13, 2005 for such fiscal month end.

" Permitted Aircraft Financing " shall mean the consummation by the Borrower of (i) a sale of an Acquired 1110 Asset or an Acquired Aircraft Asset to an equipment financier and a substantially contemporaneous lease of such Acquired 1110 Asset or Acquired Aircraft Asset back to the Borrower or (ii) a transaction pursuant to a financing or re-financing arrangement in connection with which an Acquired 1110 Asset or an Acquired Aircraft Asset is pledged or otherwise subjected to Liens granted in favor of an equipment financier in exchange for loans made in connection with such financing or re-financing arrangement (it being understood that such transactions described in clauses (i) and (ii) may be consummated either substantially contemporaneous with the Permitted 1110 Acquisition or Permitted Aircraft Acquisition relating to a relevant Acquired 1110 Asset or Acquired Aircraft Asset, as the case may be, or subsequent thereto), provided that the transactions described in clauses (i) and (ii) shall (a) have a maturity no earlier than March 31, 2006, (b) not be secured by Liens on any other assets of the Borrower or the Guarantors other than the Acquired 1110 Asset or Acquired Aircraft Asset, as the case may be, being pledged as security therefor, (c) be in a financed amount, which together with the financed amounts for all other Acquired 1110 Assets and Acquired Assets is equal to at least 75% of the aggregate purchase price paid by the Borrower or Guarantor for all Acquired 1110 Assets and Acquired Aircraft Assets as of the date of such Permitted Aircraft Financing, (d) not receive any claim which is pari passu with or senior to the claims of the Agents , Tranche C Agent and the Lenders against the Borrower and the Guarantors or the Carve-Out, (e) not contain default provisions arising solely as a result of a default under this Agreement, (f) contain covenants and other agreements relating exclusively to the Acquired 1110 Asset or Acquired Aircraft Asset, as the case may be, being pledged as security therefor and (g) contain cash expenditure provisions, on an aggregate basis with any other Permitted Aircraft Financings, measured at the end of each fiscal month, of not more than a  [ 20 ] 30 % variance from the aircraft cash expenditure provisions contained in the updated business plan delivered to the Agents on June 14, 2005 or the supplement thereto delivered to the Agents on July 13, 2005 for such fiscal month end (it being understood that the cash expenditures relating to Permitted Aircraft Financings of up to five (5) aircraft which were not part of the Borrower's aircraft fleet on June 27, 2005 shall not be subject to, or included in, the analysis under this clause (g) for any purpose), provided further that copies of all material agreements in connection with the transactions described in clauses (i) and (ii) shall be promptly delivered to the Agents upon consummation of such transactions.

" Permitted Investments " shall mean:

1. 1. 1. direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within twelve months from the date of acquisition thereof;
      2. investments in commercial paper maturing within six months from the date of acquisition thereof and having, at such date of acquisition, a rating of at least "A-2" or the equivalent thereof from Standard & Poor's, a division of The McGraw-Hill Companies, Inc. or of at least "P-2" or the equivalent thereof from Moody's Investors Service, Inc.;
      3. investments in certificates of deposit, banker's acceptances and time deposits (including Eurodollar time deposits) maturing within six months from the date of acquisition thereof issued or guaranteed by or placed with (i) any domestic office of the Paying Agent or the bank with whom the Borrower and the Guarantors maintain their cash management system, or (ii) any domestic office of any other commercial bank of recognized standing organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $250,000,000 and is the principal banking Subsidiary of a bank holding company having a long-term unsecured debt rating of at least "A-2" or the equivalent thereof from Standard & Poor's, a division of The McGraw-Hill Companies, Inc. or at least "P-2" or the equivalent thereof from Moody's Investors Service, Inc.;
      4. investments in commercial paper maturing within six months from the date of acquisition thereof and issued by (i) the holding company of the Paying Agent or (ii) the holding company of any other commercial bank of recognized standing organized under the laws of the United States of America or any State thereof that has (A) a combined capital and surplus in excess of $250,000,000 and (B) commercial paper rated at least "A-2" or the equivalent thereof from Standard & Poor's, a division of The McGraw-Hill Companies, Inc. or of at least "P-2" or the equivalent thereof from Moody's Investors Service, Inc.;
      5. investments in repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) above entered into with any office of a bank or trust company meeting the qualifications specified in clause (c) above; and
      6. investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a) through (e) above.

" Permitted Liens " shall mean: (i) Liens imposed by law (other than Environmental Liens and any Lien imposed under ERISA) for taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (ii) Liens of landlords and Liens of carriers, warehousemen, consignors, mechanics, materialmen and other Liens (other than Environmental Liens and any Lien imposed under ERISA) in existence on the Filing Date or thereafter imposed by law and created in the ordinary course of business; (iii) Liens (other than any Lien imposed under ERISA) incurred or deposits (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (iv) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and zoning and other restrictions, charges or encumbrances (whether or not recorded) and interest of ground lessors, which do not interfere materially with the ordinary conduct of the business of the Borrower or any Guarantor, as the case may be, and which do not materially detract from the value of the property to which they attach or materially impair the use thereof to the Borrower or any Guarantor, as the case may be; (v) purchase money Liens (including Capitalized Leases) upon or in any property acquired or held in the ordinary course of business to secure the purchase price of such property or to secure Indebtedness permitted by Section 6.03(v) solely for the purpose of financing the acquisition of such property; (vi) letters of credit or deposits in the ordinary course to secure leases; and (vii) extensions, renewals or replacements of any Lien referred to in paragraphs (i) through (vi) above, provided , that the principal amount of the obligation secured thereby is not increased and that any such extension, renewal or replacement is limited to the property originally encumbered thereby.

" Person " shall mean any natural person, corporation, division of a corporation, partnership, trust, joint venture, association, company, estate, unincorporated organization or government or any agency or political subdivision thereof.

" Plan " shall mean a Single Employer Plan or a Multiemployer Plan.

" Prepayment Date " shall mean forty-five (45) days after the entry of the Interim Order by the Bankruptcy Court if the Final Order has not been entered by the Bankruptcy Court prior to the expiration of such forty-five (45) day period.

" Pre-Petition Payment " shall mean a payment (by way of adequate protection or otherwise) of principal or interest or otherwise on account of any pre-petition Indebtedness or trade payables (including, without limitation, in respect of reclamation claims) or other pre-petition claims against the Borrower or any Guarantor.

" Primary Foreign Slots " shall mean the Foreign Slots set forth on Schedule 1.01(b), as such Schedule may be amended from time to time pursuant to Section 5.14(c) or Section 5.20(b).

" Primary Routes " shall mean the Routes set forth on Schedule 1.01(c), as such Schedule may be amended from time to time pursuant to Section 5.20(b) or Section 5.20(c).

" QEC Kits " shall mean the quick engine change kits of the Borrower and any applicable Guarantor.

" Register " shall have the meaning set forth in Section 10.03(d).

" Reorganization Plan " shall mean a plan of reorganization in any of the Cases.

" Required Lenders " shall mean, at any time, Lenders having Tranche A Commitments and Tranche B Commitments representing in excess of 50% of the Total Commitment.

" Retained Acquisition Amount " shall mean the aggregate amount of cash Capital Expenditures made in connection with any Permitted 1110 Acquisition and any Permitted Aircraft Acquisition (including Capital Expenditures made in connection with the transactions described in the Existing 1110 Repurchase Documents) with respect to which the relevant Acquired 1110 Asset or Acquired Aircraft Asset (as the case may be) has not been refinanced pursuant to a Permitted Aircraft Financing by the earliest to occur of (x) ninety (90) days from the execution of any letter of intent or similar commitment to purchase such Acquired 1110 Asset or Acquired Aircraft Asset, (y) forty-five (45) days from the closing of the Permitted 1110 Acquisition or Permitted Aircraft Acquisition relating to such Acquired 1110 Asset or Acquired Aircraft Asset and (z) December 30, 2005 (it being understood that no deadline for refinancing set forth in the preceding clauses (x), (y) or (z) may be extended beyond December 30, 2005 by application of Section 7.01(d)).

" Routes " shall mean the routes for which the Borrower or, if applicable, a Guarantor, holds or hereafter acquires the requisite authority to operate pursuant to Title 49 including, without limitation, applicable frequencies, exemption and certificate authorities, Fifth-Freedom Rights and "behind/beyond rights".

" Second Amendment Effective Date " shall mean the Effective Date as defined in that certain Second Amendment, dated as of February 10, 2003, to this Agreement.

" Section 1110 Assets " shall mean (i) property (and agreements related to such property) that qualifies as an "aircraft," "aircraft engine," "propeller," "appliance" or "spare part" (as defined in Section 40102 of Title 49) as those terms are used in Section 1110(a)(3)(A)(i) and (B) of the Bankruptcy Code to the extent that the Borrower or any applicable Guarantor is expressly prohibited from granting liens thereon or assignments thereof under the terms of any security agreement, lease or conditional sale agreement related thereto under which the applicable secured party, lessor or seller is entitled to the protections afforded under Section 1110 of the Bankruptcy Code with respect to such property or agreements or (ii) property referred to in the previous clause that the Borrower or any of the Guarantors elects to return to the party providing financing therefor in exchange for a discharge of the related indebtedness provided , that any property which shall have been the subject of a Permitted 1110 Acquisition shall no longer constitute a Section 1110 Asset.

" Section 1110 Total Assets " shall mean property (and agreements related to such property) that qualifies as an "aircraft," "aircraft engine," "propeller," "appliance" or "spare part" (as defined in Section 40102 of Title 49) as those terms are used in Section 1110(a)(3)(A)(i) and (B) of the Bankruptcy Code which is subject to a security agreement, lease or conditional sale agreement related thereto (regardless of whether such security agreement, lease or conditional sale agreement expressly prohibits the Borrower or any applicable Guarantor from granting liens thereon or assignments thereof) under which the applicable secured party, lessor or seller is entitled to the protections afforded under Section 1110 of the Bankruptcy Code with respect to such property or agreements.

" Security and Pledge Agreement " shall mean that certain Security and Pledge Agreement as defined in Section 4.01(c), as  [ the same may be ] amended by that certain First Amendment to Security and Pledge Agreement dated as of April 8, 2005 and that certain Second Amendment and Supplemental Grant to Security and Pledge Agreement dated as of the date of the making of the Tranche C Loan as delivered in accordance with Section 4.03(e), and as the same may be further amended, modified, supplemented, extended or restated from time to time.

" Seventh Amendment Order " shall mean an order of the Bankruptcy Court in form and substance reasonably satisfactory to the Agents approving the execution of the Seventh Amendment dated as of May 7, 2004.

" SGR Security Agreement " shall mean that certain Slot, Gate and Route Security and Pledge Agreement as defined in section 4.01(d), as  [ the same may be ] amended by that certain First Amendment to Slot, Gate and Route Security and Pledge Agreement dated as of May 15, 2003, that certain Second Amendment to Slot, Gate and Route Security and Pledge Agreement dated as of June 27, 2005 and that certain Third Amendment and Supplemental Grant to Slot, Gate and Route Security and Pledge Agreement dated as of the date of the making of the Tranche C Loan as delivered in accordance with Section 4.03(e), and as the same may be further amended, modified, supplemented, extended or restated from time to time.

" Single Employer Plan " shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (i) is maintained for employees of the Borrower or an ERISA Affiliate or (ii) was so maintained and in respect of which the Borrower could reasonably be expected to have liability under Title IV of ERISA in the event such Plan has been or were to be terminated.

" Slot " shall mean all of the rights and operational authority of the Borrower and, if applicable, a Guarantor, now held or hereafter acquired, to conduct one Instrument Flight Rule (as defined under the FAA regulations) landing or takeoff operation during a specific hour or half-hour period at LGA, DCA or JFK pursuant to FAA regulations, including Title 14 (as defined in the SGR Security Agreement).

" Slot Reporting Guidelines " shall mean that, for purposes of each slot utilization report delivered pursuant to Section 5.01(n),

1. 1. 6. 1. a Slot will be deemed "utilized" if (A) such Slot is used for a take-off or landing operation, (B) by regulation or other regulatory notice, the FAA considers such Slot as "used" for purposes of 14 C.F.R. Section 93.227, regardless of whether or not such Slot was, in fact, used (e.g., holidays as defined in 14 C.F.R. Section 93.227(l) and labor actions), (C) by waiver, the FAA considers such Slot as "used" for purposes of 14 C.F.R. Section 93.227, even though such Slot was not, in fact, used or (D) the FAA otherwise waives the slot utilization requirement of 14 C.F.R. Section 93.227,
         2. if the Borrower engages in a temporary Slot trade, transfer, exchange or lease with another air carrier, the Borrower shall report the utilization rate for the slot received in the trade, transfer or lease, rather than for the Slot traded, transferred or leased to such other air carrier, for so long as the slot received continues to be operated by the Borrower,
         3. a "week" is defined as a seven-day period, and
         4. the two month FAA reporting period shall be the period for which air carriers provide slot utilization reports to the FAA pursuant to 14 C.F.R. Section 93.227.

" Statutory Reserves " shall mean on any date the percentage (expressed as a decimal) established by the Board and any other banking authority which is (i) for purposes of the definition of Base CD Rate, the then stated maximum rate of all reserves (including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City, for new three month negotiable nonpersonal time deposits in dollars of $100,000 or more or (ii) for purposes of the definition of Adjusted LIBOR Rate, the then stated maximum rate for all reserves (including but not limited to any emergency, supplemental or other marginal reserve requirements) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency Liabilities (or any successor category of liabilities under Regulation D issued by the Board, as in effect from time to time). Such reserve percentages shall include, without limitation, those imposed pursuant to said Regulation. The Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in such percentage.

" Subsidiary " shall mean, with respect to any Person (herein referred to as the " parent "), any corporation, association or other business entity (whether now existing or hereafter organized) of which at least a majority of the securities or other ownership interests having ordinary voting power for the election of directors is, at the time as of which any determination is being made, owned or controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

" Super-majority Lenders " shall have the meaning given such term in Section 10.10(b).

"Super-majority Tranche C Lenders" shall have the meaning given such term in Section 10.11(b).

" Superpriority Claim " shall mean a claim against the Borrower and any Guarantor in any of the Cases which is an administrative expense claim having priority over any or all administrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code. !

" Supporting Route Facilities " shall mean gates, ticket counters and other facilities at each non-U.S. airport necessary to operate a Route including, but not limited to, those at the following airports: London, Heathrow; Tokyo, Narita; Osaka, Kansai; Beijing, Capital Airport; Shanghai, Puo Dong; and Hong Kong, Hong Kong International; Frankfurt, Frankfurt Airport; Paris, Charles de Gaulle Airport; and Munich, Munich International Airport.

" Taxes " shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

" Tenth Amendment Order " shall mean an order of the Bankruptcy Court in form and substance reasonably satisfactory to the Agents approving the execution of the Waiver, Consent and Tenth Amendment dated as of January 26, 2005.

" Termination Date " shall mean the earliest to occur of (i) the Prepayment Date, (ii) the Maturity Date, (iii) the Consummation Date and (iv) the acceleration of the Loans and the termination of the  Combined DIP  Total Commitment in accordance with the terms hereof.

" Termination Event " shall mean (i) a "reportable event", as such term is described in Section 4043(c) of ERISA (other than a "reportable event" as to which the 30-day notice is waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043) or an event described in Section 4068 of ERISA and excluding events which would not be reasonably likely (as reasonably determined by the Agent) to have a material adverse effect on the financial condition, operations, business, properties or assets of the Borrower and the Guarantors taken as a whole, or (ii) the withdrawal of the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a "substantial employer," as such term is defined in Section 4001(a)(2) of ERISA, the incurrence of liability by the Borrower or any ERISA Affiliate under Section 4064 of ERISA upon the termination of a Multiple Employer Plan, the imposition of Withdrawal Liability, or (iii) providing notice of intent to terminate a Pension Plan pursuant to Section 4041(c) of ERISA (provided such termination would have a material adverse effect on the operations, business, properties, assets, prospects or condition (financial or otherwise) of the Borrower and the Guarantors taken as a whole) or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, if such amendment requires the provision of security, or (iv) the institution of proceedings to terminate a Pension Plan by the PBGC under Section 4042 of ERISA (provided such termination would have a material adverse effect on the operations, business, properties, assets, prospects or condition (financial or otherwise) of the Borrower and the Guarantors taken as a whole), or (v) any other event or condition (other than the commencement of the Cases and the failure to have made any contribution accrued as of the Filing Date but not paid) which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the imposition of any liability under Title IV of ERISA (other than for the payment of premiums to the PBGC in the ordinary course), excluding events or conditions which would not be reasonably likely (as reasonably determined by the Agent) to have a material adverse effect on the operations, business, properties, assets, prospects or condition (financial or otherwise) of the Borrower and the Guarantors taken as a whole.

"Thirteenth Amendment" shall mean that certain Waiver, Consent and Thirteenth Amendment dated as of August 11, 2005.

"Thirteenth Amendment Order" shall mean an order of the Bankruptcy Court in form and substance reasonably satisfactory to the Agents and the Tranche C Agent approving the execution of the Thirteenth Amendment and the payment of the fees contemplated thereby.

" Title 49 " shall mean Title 49 of the United States Code, which, among other things, recodified and replaced the U.S. Federal Aviation Act of 1958, and the regulations promulgated pursuant thereto or any subsequent legislation that amends, supplements or supersedes such provisions.

" Total Commitment " shall mean, at any time, the sum of the Total Tranche A Commitment and the Total Tranche B Commitment at such time.

" Total Commitment Percentage " shall mean, at any time, with respect to each Tranche A Lender or Tranche B Lender, the percentage obtained by dividing  the sum of  such Lender's Tranche A Commitment and/or Tranche B Commitment [ , as the case may be, ] by the Total Commitment at such time [ . ] [ " Total Commitment Usage " shall mean, at any time, the sum of the Tranche A Total Commitment Usage and the outstanding principal amount of the Tranche B Loan ] .

" Total Shares " shall mean as of the date of the Eighth Amendment the number of shares of stock in Orbitz owned directly or indirectly, beneficially or of record, by the Borrower, which number of shares is equal to 6,733,847.

" Total Tranche A Commitment " shall mean, at any time, the sum of the Tranche A Commitments at such time.

" Total Tranche B Commitment " shall mean, at any time, the outstanding amount of the Tranche B Loan at such time.

"Total Tranche C Commitment" shall mean, at any time, the outstanding amount of the Tranche C Loan at such time.

" Tranche A Commitment " shall mean the commitment of each Tranche A Lender to make Tranche A Loans hereunder in the amount set forth opposite its name on Annex A hereto or as may subsequently be set forth in the Register from time to time, as the case may be, and as may be reduced from time to time pursuant to Section 2.10 and Section 2.13.

" Tranche A Commitment Percentage " shall mean at any time, with respect to each Tranche A Lender, the percentage obtained by dividing its Tranche A Commitment at such time by the Total Tranche A Commitment.

" Tranche A Lender " shall mean each Lender having a Tranche A Commitment.

" Tranche A Loan " shall have the meaning set forth in Section 2.01(a).

" Tranche A Reserve " shall mean an amount equal to $100,000,000 which (except as otherwise provided in Section 2.01(a)(2)) shall be held back as a reserve from the availability of the Total Tranche A Commitment for maintenance of the Collateral and liquidation expenses. !

" Tranche A Total Commitment Usage " shall mean at any time, the sum of (i) the aggregate outstanding principal amount of all Tranche A Loans and (ii) the aggregate Letter of Credit Outstandings.

" Tranche B Commitment " shall mean the commitment of each Tranche B Lender to make the Tranche B Loan hereunder in the amount set forth opposite its name on Annex A hereto or as may subsequently be set forth in the Register from time to time, as the case may be, and as may be reduced from time to time pursuant to Section 2.10 and Section 2.13.

" Tranche B Commitment Percentage " shall mean at any time, with respect to each Tranche B Lender, the percentage obtained by dividing its Tranche B Commitment at such time by the Total Tranche B Commitment.

" Tranche B Lender " shall mean each Lender having a Tranche B Commitment.

" Tranche B Loan " shall have the meaning set forth in Section 2.01(b).

"Tranche C Agent" shall mean JPMorgan Chase in its capacity as administrative agent for the Tranche C Loans.

"Tranche C Aircraft Mortgage" shall mean that "Tranche C Aircraft Mortgage" as defined in Section 4.03(d), as the same may be amended, modified, supplemented, extended or restated from time to time.

"Tranche C Collateral Agent" shall mean JPMorgan Chase in its capacity as collateral agent for the Tranche C Lenders.

"Tranche C Commitment" shall mean the commitment of each Tranche C Lender to make the Tranche C Loan hereunder in the amount set forth opposite its name on Annex A hereto or as may subsequently be set forth in the Register from time to time, as the case may be, and as may be reduced from time to time pursuant to Section 2.10 and Section 2.13.

"Tranche C Commitment Percentage" shall mean, at any time, with respect to each Tranche C Lender, the percentage obtained by dividing its Tranche C Commitment at such time by the Total Tranche C Commitment.

"Tranche C Lender" shall mean each Lender having a Tranche C Commitment.

"Tranche C Loan" shall have the meaning set forth in Section 2.01(c).

"Tranche C Obligations" shall mean the Obligations with respect to the Tranche C Loans.

"Tranche C Priority Collateral" shall mean the ten (10) aircraft listed on Schedule B hereto as "owned" by the Borrower and the four (4) aircraft listed on Schedule B hereto as "leased" by the Borrower but only to the extent the Borrower has legal title to such identified "leased" aircraft free and clear of all Liens and encumbrances immediately prior to and at the time of the making of the Tranche C Loan, and the corresponding QEC Kits with respect to each such aircraft.

"Tranche C Required Lenders" shall mean, at any time, Tranche C Lenders having Tranche C Commitments representing in excess of 50% of the Total Tranche C Commitment.

"Tranches A and B Obligations" shall mean the Obligations with respect to the Tranche A Loans and the Tranche B Loans.

"Tranches A and B Priority Collateral" shall mean the Collateral excluding the Tranche C Priority Collateral.

" Twelfth Amendment " shall mean that certain Waiver, Consent and Twelfth Amendment dated as of June 27, 2005.

" Twelfth Amendment Order " shall mean an order of the Bankruptcy Court in form and substance reasonably satisfactory to the Agents approving the execution of the Twelfth Amendment and the payment of the fees contemplated thereby.

" Type " when used in respect of any Loan or Borrowing shall refer to the Rate of interest by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, "Rate" shall mean the Adjusted LIBOR Rate and the Alternate Base Rate.

" UAFC " shall mean United Aviation Fuels Corporation.

"UCC" shall mean the Uniform Commercial Code as in effect in all appropriate jurisdictions.

" United States Citizen " shall have the meaning set forth in Section 3.02.

" Unused Total Tranche A Commitment " shall mean, at any time, (i) the Total Tranche A Commitment less the Tranche A Total Commitment Usage.

" Use or Lose Rule " shall mean with respect to Slots, the terms of 14 C.F.R. Section 93.227.

" Withdrawal Liability " shall have the meaning given such term under Part I of Subtitle E of Title IV of ERISA.

1. 1. Terms Generally . The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Sections, Exhibits and Schedules shall be deemed references to Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided , however , that for purposes of determining compliance with any covenant set forth in Section 6, such terms shall be construed in accordance with GAAP as in effect on the date of this Agreement applied on a basis   consistent with the application used in the Borrower's audited financial statements referred to in Section 3.05.

1. AMOUNT AND TERMS OF CREDIT
2. 1. Commitment of the Lenders; Availability .
   2. 1. Tranche A Revolving Commitment . Each Tranche A Lender severally and not jointly with the other Tranche A Lenders agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans (each a " Tranche A Loan " and collectively, the " Tranche A Loans ") to the Borrower at any time and from time to time during the period commencing on the date of satisfaction (or waiver) of the conditions set forth in Section 4.01 hereof and ending on the Termination Date in an aggregate principal amount not to exceed, when added to such Tranche A Lender's Tranche A Commitment Percentage of the then aggregate Letter of Credit Outstandings, the Tranche A Commitment of such Lender, which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the sum of the then outstanding aggregate principal amount of the Tranche A Loans plus the then aggregate Letter of Credit Outstandings exceed the lesser of (i) an amount equal to (A) the Total Tranche A Commitment of $200,000,000 as the same may be reduced from time to time pursuant to Section 2.10, Section 2.13 or Section 2.14 less (B) the Tranche A Reserve, which Tranche A Reserve may be advanced only as set forth in Section 2.01(a)(2), and (ii) following the execution and delivery of the Borrowing Base Amendment, the Borrowing Base minus the outstanding principal amount of the Tranche B Loan.
      2. 1. 1. Each Tranche A Loan shall be made by the Tranche A Lenders pro rata in accordance with their respective Tranche A Commitments; provided , however , that the failure of any Tranche A Lender to make any Tranche A Loan shall not in itself relieve the other Tranche A Lenders of their obligations to lend.
            2. Upon the exercise of remedies following the occurrence of an Event of Default, each of the Tranche A Lenders agrees, severally and not jointly, in accordance with such Tranche A Lender's Tranche A Commitment Percentage, to make the proceeds of Tranche A Loans available to the Collateral Agent (notwithstanding the failure of the Borrower to satisfy the applicable lending conditions thereto) in an aggregate amount not to exceed such Lender's Tranche A Commitment Percentage of the Tranche A Reserve as follows: (i) the proceeds of Tranche A Loans in an aggregate amount up to $20,000,000 shall be made available to the Collateral Agent in the sole discretion of the Collateral Agent; and (ii) Tranche A Loans in excess of an aggregate of $20,000,000 shall be made available to the Collateral Agent upon the consent of the Required Lenders. Such proceeds shall be used by the Collateral Agent for expenses incurred in the Collateral Agent's sole discretion for maintenance of the Collateral and liquidation expenses.
      3. Tranche B Term Loan Commitment . The Tranche B Lenders agree, upon the terms and subject to the conditions herein set forth, to make available to the Borrower an aggregate principal amount of $1,100,000,000 in term loans (collectively, the " Tranche B Loan "). Each Tranche B Lender, severally and not jointly with the other Tranche B Lenders, agrees, upon the satisfaction (or waiver) of (i) the conditions set forth in Section 4.01, to make a Tranche B Loan to the Borrower in an amount equal to such Tranche B Lender's Tranche B Commitment Percentage of $400,000,000, (ii) the conditions to effectiveness of the Eighth Amendment, to make an additional Tranche B Loan to the Borrower in an amount equal to such Tranche B Lender's Tranche B Commitment Percentage of the amount by which $800,000,000 exceeds the aggregate Tranche B  [ Loans ] Loan then outstanding and (iii) the conditions to effectiveness of the Twelfth Amendment, to make an additional Tranche B Loan to the Borrower in an amount equal to such Tranche B Lender's Tranche B Commitment Percentage of the amount by which $1,100,000,000 exceeds the aggregate Tranche B  [ Loans ] Loan then outstanding. Once repaid, no Tranche B Loan may be reborrowed and the Total Tranche B Commitment shall be automatically and permanently reduced by an amount equal to the amount so repaid.
      4. 1. 1. The Tranche B Loan shall be made by the Tranche B Lenders pro rata in accordance with their respective Tranche B Commitments; provided , however , that the failure of any Tranche B Lender to make its Tranche B Loan shall not in itself relieve the other Tranche B Lenders of their obligations to lend.

1. 1. 1. Tranche C Term Loan Commitment. The Tranche C Lenders agree, upon the terms and subject to the conditions herein set forth, to make available to the Borrower, no later than September 30, 2005, an aggregate principal amount of $320,000,000 (which amount shall be increased to $350,000,000 in the event that the Borrower obtains title to all fourteen (14) aircraft currently securing the EETC Facility prior to the making of the Tranche C Loan) in term loans (collectively, the "Tranche C Loan"). Each Tranche C Lender, severally and not jointly with the other Tranche C Lenders, agrees, upon the satisfaction (or waiver) of (i) the conditions set forth in Section 4.03, to make a Tranche C Loan to the Borrower in an amount equal to such Tranche C Lender's Tranche C Commitment Percentage of $320,000,000 (or $350,000,000, as the case may be). Once repaid, no Tranche C Loan may be reborrowed and the Total Tranche C Commitment shall be automatically and permanently reduced by an amount equal to the amount so repaid.
      2. 1. 1. The Tranche C Loan shall be made by the Tranche C Lenders pro rata in accordance with their respective Tranche C Commitments; provided, however, that the failure of any Tranche C Lender to make its Tranche C Loan shall not in itself relieve the other Tranche C Lenders of their obligations to lend.
   2. Borrowing Base . Notwithstanding any other provision of this Agreement to the contrary, the aggregate principal amount of all outstanding  Tranche A  Loans and the Tranche B Loan plus the then aggregate Letter of Credit Outstandings (in excess of the amount of cash then held in the Letter of Credit Account pursuant to Section 2.03(b)) shall not at any time following the date upon which the Borrowing Base Amendment shall have been executed exceed the Borrowing Base, and no  Tranche A Loan or Tranche B  Loan shall be made or Letter of Credit issued in violation of the foregoing.
   3. Letters of Credit .
   4. 1. Upon the terms and subject to the conditions herein set forth, the Borrower may request a Fronting Bank, at any time and from time to time after the date of satisfaction (or waiver) of the conditions set forth in Section 4.01 and prior to the Termination Date, to issue, and, subject to the terms and conditions contained herein, such Fronting Bank shall issue, for the account of the Borrower or a Guarantor one or more Letters of Credit, provided , that no Letter of Credit shall be issued if after giving effect to such issuance (i) the aggregate Letter of Credit Outstandings shall exceed $100,000,000 or (ii) the aggregate Letter of Credit Outstandings, when added to the aggregate outstanding principal amount of the Tranche A Loans, would exceed the Total Tranche A Commitment and, provided, further , that no Letter of Credit shall be issued if the Fronting Bank shall have received notice from either Agent (in consultation with the other Agent) or the Required Lenders that the conditions to such issuance have not been met.
      2. No Letter of Credit shall expire later than the Maturity Date, provided that if any Letter of Credit shall be outstanding on the Termination Date, the Borrower shall, at or prior to the Termination Date, except as either Agent (in consultation with the other Agent) may otherwise agree in writing, (i) cause all Letters of Credit which expire after the Termination Date to be returned to the Fronting Bank undrawn and marked "cancelled" or (ii) if the Borrower is unable to do so in whole or in part, either (x) provide a "back-to-back" letter of credit to one or more Fronting Banks in a form reasonably satisfactory to such Fronting Bank and the Agents, issued by a bank reasonably satisfactory to such Fronting Bank and the Agents, and in an amount equal to 105% of the then undrawn stated amount of all outstanding Letters of Credit issued by such Fronting Banks (less the amount, if any, then on deposit in the Letter of Credit Account) and/or (y) deposit cash in the Letter of Credit Account in an amount equal to 105% of the then undrawn stated amount of all Letter of Credit Outstandings ( less the amount of cash, if any, then on deposit in the Letter of Credit Account) as collateral security for the Borrower's reimbursement obligations in connection therewith, such cash to be remitted to the Borrower upon the expiration, cancellation or other termination or satisfaction of such reimbursement obligations and the other Obligations (other than contingent indemnification obligations in respect of which no claims giving rise thereto have been asserted) hereunder and under the other Loan Documents.
      3. The Borrower shall pay to each Fronting Bank, in addition to such other fees and charges as are specifically provided for in Section 2.21 hereof, such fees and charges in connection with the issuance and processing of the Letters of Credit issued by such Fronting Bank as are customarily imposed by such Fronting Bank from time to time in connection with letter of credit transactions.
      4. Drafts drawn under each Letter of Credit shall be reimbursed by the Borrower in Dollars not later than the first Business Day following the date of draw and shall bear interest from the date of draw until the first Business Day following the date of draw at a rate per annum equal to the Alternate Base Rate plus   [ 3.5 ] 3.25 % and thereafter on the reimbursed portion until reimbursed in full at a rate per annum equal to the Alternate Base Rate plus   [ 5.5 ] 5.25 % (computed on the basis of the actual number of days elapsed over a year of 360 days or when the Alternate Base Rate is based on the Prime Rate, a year with 365 days or 366 days in a leap year). The Borrower shall effect such reimbursement (x) if such draw occurs prior to the Termination Date, in cash or through a Borrowing regardless of whether the conditions precedent set forth in Section 4.02 are then met or (y) if such draw occurs on or after the Termination Date, in cash. Each Tranche A Lender agrees to make the Tranche A Loans described in clause (x) of the preceding sentence notwithstanding a failure of the Borrower to satisfy the applicable lending conditions thereto.
      5. Immediately upon the issuance of any Letter of Credit by any Fronting Bank, such Fronting Bank shall automatically be deemed to have sold to each Tranche A Lender other than such Fronting Bank and each such other Tranche A Lender shall be deemed unconditionally and irrevocably to have purchased from such Fronting Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Tranche A Lender's Tranche A Commitment Percentage, in such Letter of Credit, each drawing thereunder and the obligations of the Borrower and the Guarantors under this Agreement with respect thereto. Upon any change in the Tranche A Commitments pursuant to Section 10.03, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Tranche A Commitment Percentages of the assigning and assignee Tranche A Lenders. Any action taken or omitted by a Fronting Bank under or in connection with a Letter of Credit shall not create for such Fronting Bank any resulting liability to any other Lender except to the extent that the actions or inactions of the Fronting Bank with respect to such Letter of Credit are judicially determined to have constituted bad faith, gross negligence or willful misconduct.
      6. In the event that a Fronting Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Fronting Bank pursuant to this Section, the Fronting Bank shall promptly notify the Paying Agent, which shall promptly notify each Tranche A Lender of such failure, and each Tranche A Lender shall promptly and unconditionally pay to the Paying Agent (without defense, set-off, counterclaim or other deduction) for the account of the Fronting Bank the amount of such Tranche A Lender's Tranche A Commitment Percentage of such unreimbursed payment in Dollars and in same day funds. If the Fronting Bank so notifies the Paying Agent, and the Paying Agent so notifies the Tranche A Lenders prior to 11:00 a.m. (New York City time) on any Business Day, each Tranche A Lender shall make available to the Fronting Bank such Tranche A Lender's Tranche A Commitment Percentage of the amount of such payment on such Business Day in same day funds, and if the Paying Agent so notifies the Tranche A Lenders after 11:00 a.m. (New York City time), on the next Business Day. If and to the extent such Tranche A Lender shall not have so made its Tranche A Commitment Percentage of the amount of such payment available to the Fronting Bank, such Tranche A Lender agrees to pay to such Fronting Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Paying Agent for the account of such Fronting Bank at the Federal Funds Effective Rate. The failure of any Tranche A Lender to make available to the Fronting Bank its Tranche A Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Tranche A Lender of its obligation hereunder to make available to the Fronting Bank its Tranche A Commitment Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Tranche A Lender shall be responsible for the failure of any other Tranche A Lender to make available to such Fronting Bank such other Tranche A Lender's Tranche A Commitment Percentage of any such payment. Whenever a Fronting Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Tranche A Lenders pursuant to this paragraph, such Fronting Bank shall pay to each Tranche A Lender which has paid its Tranche A Commitment Percentage thereof, in Dollars and in same day funds, an amount equal to such Tranche A Lender's Tranche A Commitment Percentage thereof.
   5. Issuance . Whenever the Borrower desires a Fronting Bank to issue a Letter of Credit, it shall give to such Fronting Bank and the Paying Agent prior written (including telegraphic, telex, facsimile or cable communication) notice reasonably in advance of the requested date of issuance specifying the date on which the proposed Letter of Credit is to be issued (which shall be a Business Day), the stated amount of the Letter of Credit so requested, the expiration date of such Letter of Credit and the name and address of the beneficiary thereof.
   6. Nature of Letter of Credit Obligations Absolute . The obligations of the Borrower to reimburse the Tranche A Lenders for drawings made under any Letter of Credit shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation (it being understood that any such payment by the Borrower shall be without prejudice to, and shall not constitute a waiver of, any rights the Borrower might have or might acquire as a result of the payment by the Fronting Bank of any draft or the reimbursement by the Borrower thereof): (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or any Guarantor may have at any time against a beneficiary of any Letter of Credit or against any of the Lenders, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by a Fronting Bank of any Letter of Credit against   presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any other circumstance or happening whatsoever, which is similar to any of the foregoing; or (vi) the fact that any Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing.
   7. Making of Loans .
   8. 1. Except as contemplated by Section 2.11, Loans shall be either ABR Loans or Eurodollar Loans as the Borrower may request subject to and in accordance with this Section, provided , that all Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, be Loans of the same Type. Each Lender may fulfill its Tranche A Commitment , Tranche B Commitment or Tranche  [ B ] C Commitment with respect to any Eurodollar Loan or ABR Loan by causing any lending office of such Lender to make such Loan; provided , that any such use of a lending office shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Each Lender shall, subject to its overall policy considerations, use reasonable efforts (but shall not be obligated) to select a lending office which will not result in the payment of increased costs by the Borrower pursuant to Section 2.15. Subject to the other provisions of this Section and the provisions of Section 2.12, Borrowings of Loans of more than one Type may be incurred at the same time, provided that no more than ten (10) Borrowings of Eurodollar Loans may be outstanding at any time.
      2. The Borrower shall give the Paying Agent prior notice of each Borrowing hereunder of at least three (3) Business Days for Eurodollar Loans and one (1) Business Day for ABR Loans (subject, in the case of ABR Loans, to the last sentence of this Section); such notice shall be irrevocable and shall specify the amount of the proposed Borrowing (which shall not be less than $5,000,000 (and integral multiples of $1,000,000) in the case of Eurodollar Loans and $1,000,000 (and integral multiples of $100,000) in the case of ABR Loans) and the date thereof (which shall be a Business Day) and shall contain disbursement instructions. Such notice, to be effective, must be received by the Paying Agent not later than 1:00 p.m., New York City time, on the third Business Day in the case of Eurodollar Loans and 12:00 noon, New York City time on the first Business Day in the case of ABR Loans, preceding the date on which such Borrowing is to be made except as provided in the last sentence of this Section 2.06(b). Such notice shall specify whether the Borrowing then being requested is to be a Borrowing of ABR Loans or Eurodollar Loans. If no election is made as to the Type of Loan, such notice shall be deemed a request for a Borrowing of ABR Loans. The Paying Agent shall promptly notify each Lender of its proportionate share of such Borrowing, the date of such Borrowing, the Type of Borrowing or Loans being requested and the Interest Period or Interest Periods applicable thereto, as appropriate. On the borrowing date specified in such notice, each Lender shall make its share of the Borrowing available at the office of the Paying Agent at 270 Park Avenue, New York, New York 10017, no later than 12:00 noon, New York City time, in immediately available funds. Upon receipt of the funds made available by the Lenders to fund any borrowing hereunder, the Paying Agent shall disburse such funds in the manner specified in the notice of borrowing delivered by the Borrower and shall use reasonable efforts to make the funds so received from the Lenders available to the Borrower no later than 2:00 p.m. New York City time (other than as provided in the following sentence). With respect to ABR Loans in an aggregate amount of $20,000,000 or less, the Lenders shall make such Borrowings available to the Paying Agent and the Paying Agent shall disburse such Borrowings in accordance with the Borrower's instructions consistent with this Agreement by 3:00 p.m., New York City time, on the same Business Day that the Borrower gives notice to the Paying Agent of such Borrowing by 10:00 a.m., New York City time.
   9. Repayment of Loans; Evidence of Debt .
   10. 1. The Borrower hereby unconditionally promises to pay to the Paying Agent for the account of each Lender the then unpaid principal amount of the Tranche A Loans , the Tranche B Loan and the Tranche  [ B ] C Loan on the Termination Date.
       2. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Tranche A Loan , Tranche B Loan or Tranche  [ B ] C Loan, as the case may be, made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
       3. The Paying Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Paying Agent hereunder for the account of the Lenders and each Lender's share thereof.
       4. The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided , that the failure of any Lender or the Paying Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.
       5. Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in a form furnished by the Paying Agent and reasonably acceptable to the Borrower. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.03) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).
   11. Interest on Loans .
   12. 1. Subject to the provisions of Section 2.09,  [ each ] (i) each Tranche A Loan and Tranche B Loan that is an ABR Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days or, when the Alternate Base Rate is based on the Prime Rate, a year with 365 days or 366 days in a leap year) at a rate per annum equal to the Alternate Base Rate plus 3.25% and (ii) each Tranche C Loan that is an ABR Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days or, when the Alternate Base Rate is based on the Prime Rate, a year with 365 days or 366 days in a leap year) at a rate per annum equal to the Alternate Base Rate plus 3.75% .
       2. Subject to the provisions of Section 2.09,  [ each ] (i) each Tranche A Loan and Tranche B Loan that is a Eurodollar Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal, during each Interest Period applicable thereto, to the Adjusted LIBOR Rate for such Interest Period in effect for such Borrowing plus 4.25 % and (ii) each Tranche C Loan that is a Eurodollar Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal, during each Interest Period applicable thereto, to the Adjusted LIBOR Rate for such Interest Period in effect for such Borrowing plus 4.75 %.
       3. Accrued interest on all Loans shall be payable monthly in arrears on each Interest Payment Date applicable thereto, on the Termination Date, after the Termination Date on demand and (with respect to Eurodollar Loans) upon any repayment or prepayment thereof (on the amount so repaid or prepaid).
   13. Default Interest . In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the Borrower and the Guarantors shall on demand from time to time pay interest, to the extent permitted by law, on all Loans and overdue amounts (after as well as before judgment) (i) in the case of Borrowings consisting of Eurodollar Loans, at two percent (2%) in excess of the rate then in effect for each such Eurodollar Loan and (ii) in the case of all other amounts, at two percent (2%) in excess of the rate then in effect for ABR Loans for each such amount.
   14. Optional Termination or Reduction of Commitment . Upon at least two (2) Business Days' prior written notice to the Paying Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Unused Total Tranche A Commitment. Each such reduction of the Tranche A Commitment shall be in the principal amount of $5,000,000 or any integral multiple thereof. Simultaneously with each termination or reduction, the Borrower shall pay to the Paying Agent for the account of each Tranche A Lender the Commitment Fee accrued and unpaid on the amount of the Tranche A Commitment of such Tranche A Lender so terminated or reduced through the date thereof. Any such termination or reduction shall be applied to reduce the Tranche A Commitment of each Tranche A Lender , the Tranche B Commitment of each Tranche B Lender and the Tranche  [ B ] C Commitment of each Tranche  [ B ] C Lender pro rata in accordance with the  Combined DIP  Total Commitment Percentage of each Tranche A Lender , Tranche B Lender and Tranche  [ B ] C Lender, as applicable. Notwithstanding the foregoing, the Borrower may not reduce the Total Tranche A Commitment to an amount that would be less than an amount equal to the Tranche A Reserve as then in effect.
   15. Alternate Rate of Interest . In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Loan, the Paying Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that reasonable means do not exist for ascertaining the applicable Adjusted LIBOR Rate, the Paying Agent shall, as soon as practicable thereafter, give written, facsimile or telegraphic notice of such determination to the Borrower and the Lenders, and any request by the Borrower for a Borrowing of Eurodollar Loans (including pursuant to a refinancing with Eurodollar Loans) pursuant to Section 2.06 or 2.12 shall be deemed a request for a Borrowing of ABR Loans. After such notice shall have been given and until the circumstances giving rise to such notice no longer exist, each request for a Borrowing of Eurodollar Loans shall be deemed to be a request for a Borrowing of ABR Loans.
   16. Refinancing of Loans . The Borrower shall have the right, at any time, on three (3) Business Days' prior irrevocable notice to the Paying Agent (which notice, to be effective, must be received by the Paying Agent not later than 1:00 p.m., New York City time,   on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period, subject to the following:
   17. 1. as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing;
       2. if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by the Lenders immediately prior to such refinancing;
       3. the aggregate principal amount of Loans being refinanced shall be at least $5,000,000, provided , that no partial refinancing of a Borrowing of Eurodollar Loans shall result in the Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $10,000,000 in aggregate principal amount;
       4. each Lender shall effect each refinancing by applying the proceeds of its new Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced;
       5. the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be;
       6. a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; and
       7. each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month.

In the event that the Borrower shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. The Paying Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender.

1. 13. Mandatory Prepayments; Commitment Termination; Cash Collateral .
   14. 1. If at any time the aggregate principal amount of the outstanding  Tranche A  Loans and the Tranche B Loan plus the Letter of Credit Outstandings exceeds the lesser of (i) the Total Commitment minus the Tranche A Reserve and (ii) the Borrowing Base, the Borrower will, no later than the next Business Day, (x) prepay, first , the Tranche A Loans and, second , the Tranche B Loan in an amount necessary to cause the aggregate principal amount of the outstanding  Tranche A  Loans and the Tranche B Loan plus the aggregate Letter of Credit Outstandings to be equal to or less than the Borrowing Base and (y) if, after giving effect to the prepayment in full of the  Tranche A  Loans and the Tranche B Loan , the undrawn amount of outstanding Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds the lesser of the Total Commitment and/or the Borrowing Base, as the case may be, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account so exceeds the Borrowing Base.
       2. Upon the sale or other disposition of any property or assets of the Borrower or the Guarantors permitted pursuant to Section 6.11(ii) or Section 6.11(xxiii) , the Borrower shall apply (x) 75% of the Net Proceeds of any such sale or other disposition of aircraft included within the Borrowing Base at the time of such sale or other disposition to the prepayment of the Loans in accordance with Section 2.13(e) and (y) 75% of the cumulative Net Proceeds of such sales or other dispositions of property or assets (other than aircraft included within the Borrowing Base) in an aggregate amount in excess of (1) $200,000,000 in respect of such sales or other dispositions made during the period from the Closing Date through December 31, 2003 and (2) $300,000,000 (including the fair market value of non-cash proceeds realized in connection with asset sales or other dispositions permitted pursuant to Section 6.11(xxiii)) in respect of such sales or other dispositions made during the term of this Agreement, to the prepayment of the Loans in accordance with Section 2.13(e).

                                                                                 i.             Upon the sale or other disposition of any property or assets of the Borrower or the Guarantors permitted pursuant to Section 6.11(v), the Borrower shall apply 100% of the Net Proceeds of such sales or other dispositions to the prepayment of the Loans in accordance with Section 2.13(e), provided that such prepayments shall be made each time the cumulative Net Proceeds of such sales or other dispositions not theretofore so applied is equal to $1,000,000.

1. 13. 1. Upon an Event of Loss concerning an Airframe (each as defined in the Aircraft Mortgage and the Tranche C Aircraft Mortgage, as the case may be ), the Borrower shall deposit 100% of all net cash proceeds of any insurance claim, indemnity payments or other amounts received therefrom immediately upon receipt thereof by the Borrower or any Guarantor into an account that is maintained with the Paying Agent which the Borrower may use to replace such Airframe in accordance with the requirements of the Aircraft Mortgage and the Tranche C Aircraft Mortgage, provided that upon the occurrence of an Event of Default prior to the use of such deposit for such purpose, such deposit may be applied by the Paying Agent to the prepayment of the Loans in accordance with Section 2.13(e) .
       2. Upon an Event of Loss concerning an Engine, Spare Engine or Spare Parts (each as defined in the Aircraft Mortgage and the Tranche C Aircraft Mortgage, as the case may be ), the Borrower shall prepay an aggregate principal amount of the Loans equal to 100% of the net cash proceeds of any insurance claim, indemnity payments or other amounts received by the Borrower or any Guarantor in accordance with Section 2.13(e), provided that prior to the occurrence of an Event of Default, or an event which upon notice or lapse of time or both would constitute an Event of Default, if such party has (x) within 30 days after the occurrence of such Event of Loss, determined to apply such net cash proceeds to replace such Engine, and (y) as soon as commercially reasonable and in any event within 120 days after the occurrence of such Event of Loss, has so applied such net cash proceeds or has entered into a binding contractual arrangement for such application, the amount of net cash proceeds necessary to replace such Engine need not be prepaid hereunder, provided that the replacement Engine shall be reasonably satisfactory to the Appraisers.

1. 13. 1. Each prepayment of Loans pursuant to paragraphs (b), (c) or (d) of this Section 2.13 or pursuant to Section 6.11(xiv) or (xvii) shall be applied to the Loans as follows:

                                                                                  .             in the case of a prepayment resulting from a disposition of or Event of Loss relating to any Tranches A and B Priority Collateral, (A) until the point at which all Tranche A Loans and Tranche B Loans shall have been paid in full and all Tranches A and B Obligations shall have been discharged, the proceeds of such disposition or Event of Loss shall be applied to the Tranche A Loans and Tranche B Loan pro rata based on the respective Tranche A Commitment Percentages and Tranche B Commitment Percentages of the Tranche A Lenders and the Tranche B Lenders and (B) once all Tranche A Loans and the Tranche B Loan shall have been paid in full and all Tranches A and B Obligations shall have been discharged, the proceeds of such disposition or Event of Loss shall be applied to the Tranche C Loan based on the Tranche C Commitment Percentages of the Tranche C Lenders.

                                                                                 i.             in the case of a prepayment resulting from a disposition of or Event of Loss relating to any Tranche C Priority Collateral, (A) until the point at which the Tranche C Loan shall have been paid in full and all Tranche C Obligations shall have been discharged, the proceeds of such disposition or Event of Loss shall be applied to the Tranche C Loan based on the Tranche C Commitment Percentages of the Tranche C Lenders and (B) once the Tranche C Loan shall have been paid in full and all Tranche C Obligations shall have been discharged, the proceeds of such disposition or Event of Loss shall be applied to the Tranche A Loans and Tranche B Loan pro rata based on the respective Tranche A Commitment Percentages and Tranche B Commitment Percentages of the Tranche A Lenders and the Tranche B Lenders.

[ (e) Each prepayment of Loans pursuant to paragraphs (b), (c) or (d) of this Section 2.13 or pursuant to Section 6.11(xiv) or (xvii) shall be applied to the Loans, pro rata based on the Total Commitment Percentages of the Tranche A Lenders and the Tranche B Lenders. ] Upon any such prepayment, the Total Tranche A Commitment , the Total Tranche B Commitment and the Total Tranche  [ B ] C Commitment , as applicable, shall be automatically and permanently reduced in an amount equal to the amount so prepaid, provided , that if, at the time of any prepayment pursuant to this Section 2.13(e), the amounts to be applied to prepay the Tranche A Loans shall exceed the Tranche A Loans outstanding at such time, then such excess portion of such prepayment shall be deposited into a reserve cash collateral account under the control of the Paying Agent to be held as collateral security in the event any additional Tranche A Loans shall be made in accordance with Section 2.01(a)(2).

1. 13. 2. Upon the Termination Date, the  Combined DIP  Total Commitment shall be terminated in full and the Borrower shall pay the Loans in full (plus any accrued but unpaid interest thereon, unpaid Fees and all other Obligations hereunder) and, except as the Agent may otherwise agree in writing, if any Letter of Credit remains outstanding, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the Letter of Credit Outstandings exceeds the amount of cash held in the Letter of Credit Account, such cash to be remitted to the Borrower upon the expiration, cancellation, satisfaction or other termination of such reimbursement obligations, or otherwise comply with Section 2.03(b).
   14. Optional Prepayment of Loans; Reimbursement of Lenders .
   15. 1. The Borrower shall have the right at any time and from time to time to prepay any Loans (other than, with the exceptions of prepayments of the Tranche C Loan required pursuant to Section 6.18 and prepayments of the entire Tranche C Loan permitted by Section 2.14(f), the Tranche C Loan) , in whole or in part, (x) with respect to Eurodollar Loans, upon at least (3) three Business Days' prior written or facsimile notice to the Paying Agent and (y) with respect to ABR Loans on the same Business Day if written or facsimile notice is received by the Paying Agent prior to 12:00 noon, New York City time, and thereafter upon at least one (1) Business Day's prior written or facsimile notice to the Paying Agent; provided , that (i) each such partial prepayment shall be in integral multiples of $1,000,000, (ii) no prepayment of Eurodollar Loans shall be permitted pursuant to this Section 2.14(a) other than on the last day of an Interest Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in clause (i) of the first sentence of Section 2.14(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans shall result in the aggregate principal amount of the Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $10,000,000; provided , further , that any optional prepayment of the Tranche B Loan shall be made on a basis that is pro rata with [ , ] the Tranche A Loans (upon any such prepayment, the Total Tranche A Commitments shall be automatically and permanently reduced in an amount equal to such Tranche A Loan prepayment), it being understood that the Borrower may voluntarily prepay the Tranche A Loans from time to time without permanently reducing the Tranche A Commitments or prepaying the Tranche B Loan or Tranche C Loan. Each notice of prepayment shall specify the prepayment date, the principal amount of the Loans to be prepaid and in the case of Eurodollar Loans, the Borrowing or Borrowings pursuant to which prepayment is to be made, shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount and on the date stated therein. The Paying Agent shall, promptly after receiving notice from the Borrower hereunder, notify each Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment.
       2. The Borrower shall reimburse each Lender, promptly upon written demand therefor together with backup documentation reasonably supporting such reimbursement request, for any loss incurred or to be incurred by it in the reemployment of the funds released (i) resulting from any prepayment (for any reason whatsoever, including, without limitation, by acceleration, or by refinancing with ABR Loans) of any Eurodollar Loan required or permitted under this Agreement, if such Loan is prepaid other than on the last day of the Interest Period for such Loan (including, without limitation, any such prepayment in connection with the syndication of the credit facility evidenced by this Agreement) or (ii) in the event that after the Borrower delivers a notice of borrowing under Section 2.06 in respect of Eurodollar Loans, such Loans are not made on the first day of the Interest Period specified in such notice of borrowing for any reason other than a breach by such Lender of its obligations hereunder. Such loss shall be the amount as reasonably determined by such Lender as the excess, if any, of (A) the amount of interest which would have accrued to such Lender on the amount so paid or not borrowed at a rate of interest equal to the Adjusted LIBOR Rate for such Loan, for the period from the date of such payment or failure to borrow to the last day (x) in the case of a payment or refinancing with ABR Loans other than on the last day of the Interest Period for such Loan, of the then current Interest Period for such Loan, or (y) in the case of such failure to borrow, of the Interest Period for such Loan which would have commenced on the date of such failure to borrow, over (B) the amount of interest which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. Upon request, each Lender shall deliver to the Borrower from time to time one or more certificates setting forth the amount of such loss as determined by such Lender, which certificate shall be conclusive as to the matters stated therein.
       3. In the event the Borrower fails to prepay any Loan on the date specified in any prepayment notice delivered pursuant to Section 2.14(a), the Borrower promptly upon written demand by any Lender shall pay to the Paying Agent for the account of such Lender any amounts required to compensate such Lender for any loss incurred by such Lender as a result of such failure to prepay, including, without limitation, any loss, cost or expenses incurred by reason of the acquisition of deposits or other funds by such Lender to fulfill deposit obligations incurred in anticipation of such prepayment, but without duplication of any amounts paid under Section 2.14(b). Each Lender shall deliver to the Borrower from time to time one or more certificates setting forth the amount of such loss as determined by such Lender.
       4. Any partial prepayment of the Loans by the Borrower pursuant to Sections 2.13 or 2.14 shall be applied as specified by the Borrower or, in the absence of such specification, as provided for in Section 8.02(b), provided , that in the latter case no Eurodollar Loans shall be prepaid pursuant to Section 2.13 to the extent that such Loan has an Interest Period ending after the required date of prepayment unless and until all outstanding ABR Loans and Eurodollar Loans with Interest Periods ending on such date have been repaid in full.
       5. The obligations of the Borrower and the Guarantors under this Section shall survive the termination of this Agreement and/or the payment of the Loans.

1. 14. 1. The Borrower may prepay the entire Tranche C Loan at any time upon at least five (5) Business Days' prior written or facsimile notice to the Tranche C Agent and the Paying Agent. Upon such prepayment of the Tranche C Loans, (i) the Tranche C Lenders hereby authorize and direct the Tranche C Collateral Agent to release the Liens it holds on the Tranche C Priority Collateral and the remainder of the Collateral and (ii) the Tranche A Lenders and the Tranche B Lenders hereby authorize and direct the Collateral Agent to release the junior Liens it holds on the Tranche C Priority Collateral.
   15. Reserve Requirements; Change in Circumstances .
   16. 1. Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the national jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), in each case, by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
       2. If any Lender shall have determined that the adoption or effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Loans made by such Lender pursuant hereto, such Lender's Tranche A Commitment [ or ] , Tranche B Commitment or Tranche C Commitment hereunder, as the case may be, or the issuance of, or participation in, any Letter of Credit by such Lender to a level below that which such Lender or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into account Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), in each case, by an amount deemed by such Lender to be material (except to the extent that such amount is reflected in the Adjusted LIBOR Rate), then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.
       3. A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered to it within 10 days after its receipt of the same. Any Lender receiving any such payment shall promptly make a refund thereof to the Borrower if the law, regulation, guideline or change in circumstances giving rise to such payment is subsequently deemed or held to be invalid or inapplicable.
       4. Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period, provided , that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
       5. The obligations of the Borrower and the Guarantors under this Section shall survive the termination of this Agreement and/or the payment of the Loans.
   17. Change in Legality .
   18. 1. Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (x) any change after the date of this Agreement in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall make it unlawful for a Lender to make or maintain a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Lender reasonably determines that the making or continuance of any of its Eurodollar Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in such market, then, by written notice to the Borrower, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrower for a Eurodollar Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.
       2. For purposes of this Section 2.16, a notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period, otherwise, such notice shall be effective on the date of receipt by the Borrower.
   19. Pro Rata Treatment, etc . Except in the case of repayments of Tranche A Loans that are not accompanied by a reduction of the Unused Total Tranche A Commitment, all payments and repayments of principal and interest in respect of the Tranche A Loans [ or ] , the Tranche B  [ Loans ] Loan or the Tranche C Loan (except as provided in Sections 2.13(e), 2.14(f), 2.15 and 2.16) shall be made pro rata among the Tranche A Lenders , Tranche B Lenders or Tranche  [ B ] C Lenders (as applicable) in accordance with the then outstanding principal amount of such Loans and/or participations in Letter of Credit Outstandings hereunder and all payments of Commitment Fees and Letter of Credit Fees (other than those payable to a Fronting Bank) shall be made pro rata among the Tranche A Lenders in accordance with each Tranche A Lender's Tranche A Commitment Percentage. All payments by the Borrower hereunder shall be (i) net of any tax applicable to the Borrower or Guarantor and (ii) made in Dollars in immediately available funds at the office of the Paying Agent by 12:00 noon, New York City time, on the date on which such payment shall be due. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Type.
   20. Taxes .  Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of, and without deduction for, any Indemnified Taxes or Other Taxes; provided , that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Paying Agent, Lender or Fronting Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
   21. 1. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
       2. The Borrower will indemnify the Paying Agent, each Lender and the Fronting Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Paying Agent, such Lender or the Fronting Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to any amount payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Fronting Bank, on its own behalf or on behalf of the Paying Agent, a Lender or the Fronting Bank, shall be conclusive absent manifest error.
       3. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Paying Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Paying Agent.
       4. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Paying Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.
       5. The obligations of the Borrower and the Guarantors under this Section shall survive the termination of this Agreement and/or the payment of the Loans.
   22. Certain Fees . The Borrower shall pay to the Paying Agent, for the respective accounts of JPMorgan Chase,  [ CUSA ] CITI , Bank One and CIT Group (and each of their respective banking Affiliates), the respective fees that were approved by the Bankruptcy Court pursuant to the Interim Order entered on December 9, 2002.
   23. Commitment Fee . The Borrower shall pay to the Tranche A Lenders a commitment fee (the " Commitment Fee ") for the period commencing on the Closing Date to the Termination Date or the earlier date of termination of the Total Tranche A Commitment, computed (on the basis of the actual number of days elapsed over a year of 360 days) at the rate of (i) one percent (1%) per annum on the average daily Unused Total Tranche A Commitment at all times during which the average daily Tranche A Total Commitment Usage is less than or equal to 33 ¹ / 3 % of the average daily Total Tranche A Commitment, (ii) three-quarters of one percent (.75%) per annum on the average daily Unused Total Tranche A Commitment at all times during which the average daily Tranche A Total Commitment Usage is more than 33 ¹ / 3 % but less than or equal to 66 ² / 3 % of the average daily Total Tranche A Commitment and (iii) one-half of one percent (.50%) per annum on the average daily Unused Total Tranche A Commitment at all times during which the average daily Tranche A Total Commitment Usage is more than 66 ² / 3 % of the average daily Total Tranche A Commitment. Such Commitment Fee, to the extent then accrued, shall be payable (x) monthly, in arrears, on the last calendar day of each month, (y) on the Termination Date and (z) as provided in Section 2.10 hereof, upon any reduction or termination in whole or in part of the Total Tranche A Commitment.
   24. Letter of Credit Fees . The Borrower shall pay with respect to each Letter of Credit (i) to the Paying Agent on behalf of the Tranche A Lenders a fee calculated (on the basis of the actual number of days elapsed over a year of 360 days) at the rate of four and one-quarter percent (4.25%) per annum on the daily average Letter of Credit Outstandings and (ii) to the Fronting Bank such Fronting Bank's customary fees for issuance, amendments and processing referred to in Section 2.03. In addition, the Borrower agrees to pay each Fronting Bank for its account a fronting fee of one quarter of one percent (1/4%) per annum in respect of each Letter of Credit issued by such Fronting Bank, for the period from and including the date of issuance of such Letter of Credit to and including the date of termination of such Letter of Credit, and payable at times by such Fronting Bank, the Borrower and the Paying Agent. Accrued fees described in clause (i) of the first sentence of this paragraph in respect of each Letter of Credit   shall be due and payable monthly in arrears on the last calendar day of each month and on the Termination Date. Accrued fees described in clause (ii) of the first sentence of this paragraph in respect of each Letter of Credit shall be payable at times to be determined by the Fronting Bank, the Borrower and the Paying Agent.
   25. Nature of Fees . All Fees shall be paid on the dates due, in immediately available funds, to the Paying Agent for the respective accounts of the Paying Agent and the Lenders, as provided herein and approved in the Interim Order. Once paid, none of the Fees shall be refundable under any circumstances.
   26. Priority and Liens .
   27. 1. The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order and the Thirteenth Amendment Order , the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness arising after the Filing Date owed to any Lender (or its banking Affiliates) permitted by Section 6.03(viii): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute joint and several allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by  (1)  a perfected first priority Lien in favor of the Collateral Agent for the benefit of the Tranche A Lenders and the Tranche B Lenders on all tangible and intangible property (excluding the Tranche C Priority Collateral) of the Borrower's and the Guarantors' respective estates in the Cases that is not subject to valid, perfected and non-avoidable liens in existence as of the Filing Date, including, without limitation, unencumbered aircraft, spare engines, spare parts inventory, accounts receivable, general intangibles (including, without limitation, all rights to receive the equity value of property subject to Liens referred to in Section 6.01(i) and Permitted Liens after the payment in full of the Indebtedness secured by such Liens), Routes, Slots, QEC Kits, Flight Simulators, Supporting Route Facilities, Gate Leaseholds, Foreign Slots (to the extent that the grant of a Lien on such Supporting Route Facilities, Gate Leaseholds and/or Foreign Slots is permitted by applicable law, it being understood that in any event the Lien described in this clause shall extend to the proceeds of any disposition of any such Supporting Route Facilities, Gate Leaseholds and/or Foreign Slots), trademarks, tradenames, inventory, leasehold interests (including, without limitation, leasehold interests in hangars and parts depots) and other property, plant and equipment of, and debt and equity investments by, the Borrower and the Guarantors, and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein  [ ( excluding ] and (2) a perfected first priority Lien in favor of the Tranche C Collateral Agent for the benefit of the Tranche C Lenders on the Tranche C Priority Collateral (excluding in each case, (v) the Avoidance Actions (it being understood that, notwithstanding such exclusion, the proceeds of such actions shall be available to repay the Obligations), (w) the Escrow Accounts (it being understood that, notwithstanding such exclusion, the Borrower's and any applicable Guarantor's rights to receive any excess funds remaining in the Escrow Accounts following the payment in full of the taxes, fees and charges payable from such Escrow Accounts shall be subject to the first priority Lien described in this clause), (x) the Section 1110 Assets and any Acquired 1110 Assets pledged as security for Permitted Aircraft Financing, (y) that certain parcel of real property referred to in clause (xxi) of Section 6.01 of the Credit Agreement and (z) interests of the Borrower and any Guarantor in the joint ventures set forth on Schedule A (but only to the extent that applicable law does not permit an assignment of such interests, it being understood that in any event the Lien described in this clause shall extend to the proceeds of any disposition of any such joint venture interests and all distributions thereon)), and (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by  (1)  a perfected Lien  [ upon ] in favor of the Collateral Agent for the benefit of the Tranche A Lenders and the Tranche B Lenders upon the Tranche C Priority Collateral (junior only to the Lien granted in favor of the Tranche C Collateral Agent) and all tangible and intangible property of the Borrower and the Guarantors' respective estates in the Cases that is subject to valid, perfected and non-avoidable Liens in existence on the Filing Date, to valid Liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code (other than the Section 1110 Assets) or to Permitted Liens, junior to such valid and perfected Liens [ , subject ] and (2) a perfected Lien in favor of the Tranche C Collateral Agent for the benefit of the Tranche C Lenders immediately junior to the Liens granted to the Collateral Agent pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code in the assets described in subparagraphs (ii)(1) and (iii)(1) of this Section 2.23(a), subject in each case only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of allowed and unpaid professional fees and disbursements incurred or accrued by the Borrower, the Guarantors and any statutory committees appointed in the Cases in an aggregate amount not in excess of $35,000,000 (plus all unpaid professional fees and disbursements accrued or incurred prior to the occurrence of an Event of Default and reflected on the most recent Borrowing Base Certificate, or otherwise reported in writing to the Agents, to the extent allowed by the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. Section 1930 and to the Clerk of the Bankruptcy Court ((x) and (y) collectively, the " Carve-Out "), provided , that, no portion of the Carve-Out shall be utilized to fund prosecution or assertion of any claims against the Agents, the  Tranche C Agent, the  Lenders, the Paying Agent, the Collateral Agent, the Tranche C Collateral Agent or Fronting Bank (it being understood that, in the event of the liquidation of the Borrower's and the Guarantors' estates the amount of the Carve-Out shall be funded into a segregated account prior to the making of the distributions). The Lenders agree that so long as no Event of Default shall have occurred and be continuing, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of fees and expenses allowed and payable under 11 U.S.C. SectionSection 321, 330 and 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.
       2. Subject to the priorities set forth in subsection (a) above and  in Section 11 and  to the Carve-Out, as to all real property the title to which is held by the Borrower or any of the Guarantors, or the possession of which is held by the Borrower or any of the Guarantors pursuant to leasehold interest, the Borrower and each Guarantor hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over , first, unto the Collateral Agent on behalf of the  Tranche A Lenders and the Tranche B Lenders and, second, the Tranche C Collateral Agent on behalf of the Tranche C  Lenders all of the right, title and interest of the Borrower and such Guarantor in all of such owned real property and in all such leasehold interests, together in each case with all of the right, title and interest of the Borrower and such Guarantor in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof. The Borrower and each Guarantor acknowledges that, pursuant to the Orders, the Liens in favor of the Collateral Agent on behalf of the  Tranche A Lenders and the Tranche B Lenders and in favor of the Tranche C Collateral Agent on behalf of the Tranche C  Lenders in all of such real property and leasehold instruments (limited, in the case of leasehold interests, to the proceeds received upon any sale, disposition or termination thereof) shall be perfected without the recordation of any instruments of mortgage or assignment. The Borrower and each Guarantor further agrees that, upon the request of either Agent (in consultation with the other Agent) or the Tranche C Agent , the Borrower and such Guarantor shall enter into separate fee or leasehold mortgages in recordable form with respect to such properties on terms reasonably satisfactory to the Agents or the Tranche C Agent .
   28. Right of Set-Off . Subject to the provisions of Section  [ 7.01, ] 7.01 and Section 11, upon the occurrence and during the continuance of any Event of Default, the Agents , the Tranche C Agent and each Lender are hereby authorized at any time and from time to time, to the fullest extent permitted by law and without further order of or application to the Bankruptcy Court, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Agents and each such Lender (or any of its banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor (other than   deposits maintained in Escrow Accounts, other trust accounts, if any, and payroll accounts, if any) against any and all of the obligations of such Borrower or Guarantor now or hereafter existing under the Loan Documents, irrespective of whether or not such Lender shall have made any demand under any Loan Document and although such obligations may not have been accelerated. Each Lender , the Agents and the  [ Agents ] Tranche C Agent agree promptly to notify the Borrower and Guarantors after any such set-off and application made by such Lender or by the Agents, as the case may be,  provided , that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender , the Agents and the  [ Agents ] Tranche C Agent under this Section are in addition to other rights and remedies which such Lender and the Agent may have upon the occurrence and during the continuance of any Event of Default.
   29. Security Interest in Letter of Credit Account . Pursuant to Section 364(c)(2) of the Bankruptcy Code, the Borrower and the Guarantors hereby assign and pledge to the Collateral Agent, for its benefit and for the ratable benefit of the  Tranche A Lenders and the Tranche B Lenders and, subject to the intercreditor provisions set forth in Section 11, the Tranche C Collateral Agent, for its benefit and for the ratable benefit of the Tranche C  Lenders, and hereby grant to the Collateral Agent, for its benefit and for the ratable benefit of the  Tranche A Lenders and the Tranche B Lenders and, subject to the intercreditor provisions set forth in Section 11, the Tranche C Collateral Agent, for its benefit and for the ratable benefit of the Tranche C  Lenders, a [ first ] priority security interest, senior to all other Liens, if any, in all of the Borrower's and the Guarantors' right, title and interest in and to the Letter of Credit Account and any direct investment of the funds contained therein. Cash held in the Letter of Credit Account shall not be available for use by the Borrower, whether pursuant to Section 363 of the Bankruptcy Code or otherwise and shall be released to the Borrower as described in clause (ii)(y) of Section 2.03(b).
   30. Payment of Obligations . Subject to the provisions of Section 7.01, upon the Termination Date, the Lenders shall be entitled to immediate payment of such Obligations without further application to or order of the Bankruptcy Court.
   31. No Discharge; Survival of Claims . Each of the Borrower and the Guarantors agrees that (i) its obligations hereunder shall not be discharged by the entry of an order confirming a Reorganization Plan (and each of the Borrower and the Guarantors, pursuant to Section 1141(d)(4) of the Bankruptcy Code, hereby waives any such discharge) and (ii) the Superpriority Claim granted to the Agents , the Tranche C Agent and the Lenders pursuant to the Orders and described in Section 2.23 and the Liens granted to the  [ Agents ] Collateral Agent and the Tranche C Collateral Agent pursuant to the Orders and described in Sections 2.23 and 2.25 shall not be affected in any manner by the entry of an order confirming a Reorganization Plan.
2. REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to make Loans and issue and/or participate in Letters of Credit hereunder, the Borrower and each of the Guarantors jointly and severally represent and warrant as follows:

2. 1. Organization and Authority . Each of the Borrower and the Guarantors (i) is duly organized and validly existing under the laws of the State of its organization and is duly qualified as a foreign organization and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the financial condition, operations, business, properties, assets or prospects of the Borrower and the Guarantors taken as a whole; (ii) subject to the entry by the Bankruptcy Court of the  [ Interim Order (or the Final Order, when applicable) ] Orders has the requisite corporate power and authority to   effect the transactions contemplated hereby, and by the other Loan Documents to which it is a party, and (iii) subject to the entry by the Bankruptcy Court of the  [ Interim Order (or the Final Order, when applicable) ] Orders has all requisite organizational power and authority and, upon the entry of the  [ Interim Order (or the Final Order, when applicable) ] Orders the legal right to own, pledge, mortgage and operate its properties, and to conduct its business as now or currently proposed to be conducted.
   2. Air Carrier Status . (a) The Borrower is an "air carrier" within the meaning of Section 40102 of Title 49 and holds a certificate under Section 41102 of Title 49. The Borrower holds an air carrier operating certificate issued pursuant to Chapter 447 of Title 49. The Borrower and the Parent are each a "citizen of the United States" as defined in Section 40102(a)(15) of Title 49 and as that statutory provision has been interpreted by the DOT pursuant to its policies (a " United States Citizen "). The Borrower possesses all necessary certificates, franchises, licenses, permits, rights, designations, authorizations, exemptions, concessions, frequencies and consents which are material to the operation of the routes flown by it and the conduct of its business and operations as currently conducted.

(b) No Guarantor is (or will become) an "air carrier" within the meaning of Section 40102(a)(2) of Title 49, and no Guarantor holds (or will hold) a certificate under Section 41102 of Title 49.

2. 3. Due Execution; No Consents . Upon the entry by the Bankruptcy Court of the  [ Interim Order (or the Final Order, when applicable) ] Orders , the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (i) are within the respective organizational powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary organizational action including the consent of equity holders where required, and do not (A) contravene the charter or by-laws or other constituent documents of any of the Borrower or the Guarantors, (B) violate any law (including, without limitation, the Securities Exchange Act of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, (C) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, or (D) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the Guarantors other than the Liens granted pursuant to this Agreement, the other Loan Documents or the Orders; and (ii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority other than the entry of the Orders, the filing of financing statements under the New York Uniform Commercial Code and the filings contemplated by the Collateral Documents. This Agreement has been duly executed and delivered by each of the Borrower and the Guarantors. This Agreement is, and each of the other Loan Documents to which the Borrower and each of the Guarantors is or will be a party, when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms and the Orders.
   4. Statements Made . The information that has been delivered in writing by the Borrower or any of the Guarantors to the Initial Lenders or to the Bankruptcy Court in connection with any Loan Document, and any financial statement delivered pursuant hereto or thereto (other than to the extent that any such statements constitute projections), taken as a whole and in light of the circumstances in which made, contains no untrue statement of a material fact and does not omit to state a material fact necessary to make such statements not misleading; and, to the extent that any such information constitutes projections, such projections were prepared in good faith on the basis of assumptions, methods, data, tests and information believed by the Borrower or such Guarantor to be reasonable at the time such projections were furnished (it being understood that projections by their nature are inherently uncertain, that no assurances can be given that projections will be realized and that actual results may in fact differ materially from any projections provided to the Initial Lenders).
   5. Financial Statements . The Borrower has furnished the Lenders with copies of the audited consolidated financial statement and schedules of the Parent and its Subsidiaries for the fiscal year ended December 31, 2001 and the unaudited consolidated financial statements for the Parent and its Subsidiaries for the fiscal quarter ended September 30, 2002. Such financial statements present fairly in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis as of such dates and for such periods; such balance sheets and the notes thereto disclose all liabilities, direct or contingent, of the Parent and its Subsidiaries as of the dates thereof required to be disclosed by GAAP and such financial statements were prepared in a manner consistent with GAAP. No material adverse change in the operations, business, properties, assets, prospects or condition (financial or otherwise) of the Parent and its Subsidiaries, taken as a whole, has occurred from the date set forth in the Parent's and its Subsidiaries' financial statements for the fiscal year ended December 31, 2001 and the fiscal quarter ended September 30, 2002 other than those occurring as a result of events leading up to and following the commencement of a proceeding under Chapter 11 of the Bankruptcy Code and the commencement of the Cases.
   6. Ownership . Except for changes in ownership permitted by this Agreement, the Borrower is a direct wholly-owned Subsidiary of the Parent and the Parent owns no other Subsidiaries, whether directly or indirectly, other than the Borrower, the Guarantors (other than the Parent) and other than as listed on Schedule 3.06 (which shall be updated, on a quarterly basis, to reflect changes in ownership permitted by this Agreement). Other than as set forth on Schedule 3.06, (i) each of the Persons listed on Schedule 3.06 is a wholly-owned, direct or indirect Subsidiary of the Borrower, and (ii) the Borrower owns no other Subsidiaries, whether directly or indirectly.
   7. Liens . Except for the Liens existing on the Filing Date as reflected on Schedule 3.07, there are no Liens of any nature whatsoever on any assets of the Borrower or any of the Guarantors other than: (i) Permitted Liens; (ii) other Liens permitted pursuant to Section 6.01;  [ and ] (iii) Liens in favor of the Collateral Agent  [ and the ] for the benefit of the Tranche A Lenders and the Tranche B Lenders; and (iv) Liens in favor of the Tranche C Collateral Agent the benefit of the Tranche C Lenders. Neither the Borrower nor the Guarantors are parties to any contract, agreement, lease or instrument the performance of which, either unconditionally or upon the happening of an event, will result in or require the creation of a Lien on any assets of the Borrower or any Guarantor  (other than Liens permitted pursuant to Section 6.01)  or otherwise result in a violation of this Agreement other than (x) the Liens granted to the Collateral Agent  for the benefit of the Tranche A Lenders  and the Tranche B Lenders as provided for in this Agreement, (y)  [ [Intentionally Omitted] ] the Liens granted to the Tranche C Collateral Agent for the benefit of the Tranche C Lenders and (z) to the extent that   the terms of any mortgage or security agreement in effect on the Filing Date extends any Lien over an airframe or engine for parts which are subsequently installed on such airframe or engine (to the extent permitted by law).
   8. Compliance with Laws .
   9. 1. Except for matters which could not reasonably be expected to have a material adverse effect on the financial condition, operations, business, properties, assets or prospects of the Borrower and the Guarantors taken as a whole (i) the operations of the Borrower and the Guarantors comply in all material respects with all applicable aviation, transportation, environmental, health and safety statutes and regulations, including, without limitation, regulations promulgated under the Resource Conservation and Recovery Act (42 U.S.C. SectionSection 6901 et seq .) and foreign aviation laws and regulations; (ii) to the Borrower's and each of the Guarantor's knowledge, none of the operations of the Borrower or the Guarantors is the subject of any Federal or state investigation evaluating whether any remedial action involving a material expenditure by the Borrower or any Guarantor is needed to respond to a release of any Hazardous Waste or Hazardous Substance (as such terms are defined in any applicable state or Federal environmental law or regulations) into the environment; and (iii) to the Borrower's and each of the Guarantor's knowledge, the Borrower and the Guarantors do not have any material contingent liability in connection with any release of any Hazardous Waste or Hazardous Substance into the environment.
      2. Neither the Borrower nor any Guarantor is, to the best of its knowledge, in violation of any law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority or Foreign Aviation Authorities the violation of which, or a default with respect to which, would have a material adverse effect on the financial condition, operations, business, properties, assets or prospects of the Borrower and the Guarantors taken as a whole.
   10. Insurance . All policies of insurance of any kind or nature owned by or issued to the Borrower and the Guarantors, including, without limitation, policies of life, fire, theft, product liability, public liability, property damage, other casualty, employee fidelity, workers' compensation, employee health and welfare, title, property and liability insurance, are in full force and effect and are of a nature and provide such coverage, including, without limitation, war risk and terrorism liability insurance, that is in an amount that is no less than the greater of (i) the maximum amount available to the Borrower and the Guarantors from the DOT under the Federal Aviation Insurance Program, as amended by the Air Transportation Safety and Stabilization Act and further amended by the Homeland Security Act of 2002 and as further amended by the Vision - 100 Century of Aviation Reorganization Act and the maximum (to the extent requested by the Agents) amount available under programs established pursuant to the Terrorism Risk Insurance Act of 2002 and (ii) such amount as is customarily carried by major United States air carriers in the United States domestic airline industry; and the Borrower and the Guarantors maintain other insurance that is sufficient and in such amounts as is customary in the United States domestic airline industry for major United States air carriers.
   11. Use of Proceeds .  The proceeds of  (a)  the Tranche A Loans and  the Tranche B Loan and  Letters of Credit shall be used for (i) working capital and for other general corporate purposes of the Borrower and the Guarantors (including for the payment of fees and transaction costs as contemplated hereby and as referred to in Section 2.19) and (ii) from and after the effectiveness of the Twelfth Amendment in accordance with the terms thereof, Permitted 1110 Acquisitions and Permitted Aircraft Acquisitions in accordance with the terms herein and (b) the Tranche C Loan shall be used to refinance a portion (relating to the Tranche C Priority Collateral) of the amounts paid by the Borrower to acquire all of the A, B and C tranches of outstanding Indebtedness under the EETC Facility . Such proceeds may not be used in connection with the investigation (including discovery proceedings), initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the Lenders, the Agent , the Tranche C Agent, the Collateral Agent or the Tranche C Collateral Agent in their capacities as such.
   12. Litigation . Other than as set forth on Schedule 3.11, there are no unstayed actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or the Guarantors, threatened against or affecting the Borrower or the Guarantors or any of their respective properties, before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which is reasonably likely to be determined adversely to the Borrower or the Guarantors and, if so determined adversely to the Borrower or the Guarantors would have a material adverse effect on the financial condition, business, properties, prospects, operations or assets of the Borrower and the Guarantors, taken as a whole.
   13. Slot Utilization . The Borrower is utilizing the Slots in a manner consistent with applicable regulations and contracts in order to preserve both its right to hold and operate the Slots, taking into account any waivers or other relief granted to the Borrower by the FAA. The Borrower has not received any notice from the FAA, and is not aware of any other event or circumstance, that would be reasonably likely to impair its right to hold and operate the Slots in any material respect.
   14. Primary Foreign Slot Utilization . The Borrower is utilizing the Primary Foreign Slots in a manner consistent with applicable regulations, foreign laws and contracts in order to preserve its right to hold and operate the Primary Foreign Slots. The Borrower has not received any notice from any applicable Foreign Aviation Authorities, nor is the Borrower aware of any other event or circumstance, that would be reasonably likely to impair its right to hold and operate any Primary Foreign Slots in any material respect.
   15. Primary Route Utilization . The Borrower holds the requisite authority to operate over each of the Primary Routes pursuant to Title 49, all rules and regulations promulgated thereunder, applicable foreign law, and the applicable rules and regulations of the FAA, the DOT and any applicable Foreign Aviation Authorities, and has, at all times after being awarded each such Primary Route, complied in all material respects with all of the terms, conditions and limitations of each such certificate or order issued by the DOT and the applicable Foreign Aviation Authorities regarding such Primary Route and with all applicable provisions of Title 49 or applicable foreign law. There exists no violation of such terms, conditions or limitations that gives the FAA, DOT or any applicable Foreign Aviation Authorities the right to terminate, cancel, withdraw or modify in any material adverse respect the rights of the Borrower in any such Primary Route.
   16. Non-Primary Route Utilization . The Borrower holds the requisite authority to operate over each of the Non-Primary Routes pursuant to Title 49, all rules and regulations promulgated thereunder, and the applicable rules and regulations of the DOT and FAA. To the best of the Borrower's knowledge, there exists no violation of such terms, conditions or limitations that gives the FAA, DOT or any applicable Foreign Aviation   Authorities the right to terminate, cancel, withdraw or modify in any material adverse respect the rights of the Borrower in any such Non-Primary Route over which the Borrower currently operates.
   17. Margin Regulations; Investment Company Act .
   18. 1. The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board), or extending credit for the purpose of purchasing or carrying margin stock and no proceeds of any Loans or proceeds from any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.
       2. Neither the Borrower nor any Guarantor is or is required to be registered as an "investment company" under the Investment Company Act of 1940. Neither the making of any Loan, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.
   19. Ownership Interest in Slots, Routes and Gates . No Guarantor has (or will have) any right, title or interest in any of the Slots, Foreign Slots, Routes, Supporting Route Facilities or Gate Leaseholds.
3. CONDITIONS OF LENDING
4. 1. Conditions Precedent to Initial Loans and Initial Letters of Credit . The obligation of the Lenders to make the initial Loans or the Fronting Bank to issue the initial Letter of Credit, whichever may occur first, is subject to the satisfaction (or waiver by the Initial Lenders) of the following conditions precedent:
   2. 1. Supporting Documents . The Agents shall have received for each of the Borrower and the Guarantors:

                                                                                  .             a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation;

                                                                                 i.             a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State ( provided that such good standing certificate for iTarget.com, Inc. shall be delivered to the Agents within 30 days of the Closing Date); and

                                                                               ii.             a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

3. 1. 2. Interim Order . The order of the Bankruptcy Court attached hereto as Exhibit A-1 (the " Interim Order ") approving the Loan Documents and granting the Superpriority Claim status and senior and other Liens described in Section 2.23 shall be in full force and effect, and shall not have been vacated, stayed, reversed, modified or amended in any respect that the Initial Lenders reasonably determine to be adverse to their interests; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letters of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
      3. Security and Pledge Agreement . The Borrower and each of the Guarantors shall have duly executed and delivered to the Collateral Agent a Security and Pledge Agreement in substantially the form of Exhibit B (the " Security and Pledge Agreement "), and shall have delivered to the Collateral Agent any pledged Collateral required to be delivered thereunder.
      4. SGR Security Agreement . The Borrower shall have duly executed and delivered to the Collateral Agent a slot, gate and route security and pledge agreement, in substantially the form of Exhibit C (the " SGR Security Agreement "), duly executed by the Borrower as of the Closing Date and have taken such actions as may be contemplated by such agreement to perfect the Liens granted to the Collateral Agent thereunder.
      5. Aircraft Mortgage . The Borrower shall have duly executed and delivered to the Collateral Agent an aircraft mortgage, in substantially the form of Exhibit D (the " Aircraft Mortgage "), and a Mortgage Supplement with respect to the Mortgaged Collateral in substantially the form annexed to the Aircraft Mortgage, and the Collateral Agent shall have received evidence that the Aircraft Mortgage and the Mortgage Supplement has been recorded with the FAA. The parties hereto acknowledge and agree that any Lien described in this Agreement on the Mortgaged Collateral is a Lien in favor of the Collateral Agent for the ratable benefit of the Tranche A Lenders and the Tranche B Lenders.
      6. [Intentionally omitted]
      7. [Intentionally Omitted]
      8. Appraisals . (i) The Borrower shall have delivered to the Initial Lenders all information necessary for the Appraisers to complete the appraisals, including, without limitation, detailed maintenance records for all aircraft, engines and spare engines included in Mortgaged Collateral and (ii) the Initial Lenders shall have received appraisals of Routes, Slots, Mortgaged Collateral, Flight Simulators and QEC Kits that are reasonably satisfactory to the Initial Lenders.
      9. [Intentionally omitted]
      10. Minimum Cash . Borrower's cash and cash equivalents (net of amounts contained in the Escrow Accounts) shall be no less than $500,000,000.
      11. Opinions of Counsel . The Agents, the Initial Lenders and the Collateral Agent shall have received:

                                                                                  .             a favorable written opinion of Kirkland & Ellis, counsel to the Borrower and the Guarantors, dated the date of the initial Loans or the issuance of the initial Letters of Credit, whichever first occurs, substantially in the form of Exhibit E-1;

                                                                                 i.             a favorable written opinion of Vedder, Price, Kaufman & Kammholz, special counsel to the Borrower and the Guarantors, dated the date of the initial Loans or the issuance of the initial Letters of Credit, whichever first occurs, substantially in the form of Exhibit E-2; and

                                                                               ii.             a favorable written opinion of McAfee & Taft, special counsel to the Agents, dated the date of the initial Loans or the issuance of the initial Letters of Credit, whichever first occurs, substantially in the form of Exhibit E-3.

3. 1. 12. Payment of Fees . The Borrower shall have paid to the Paying Agent the then unpaid balance of all accrued and unpaid Fees due under and pursuant to this Agreement and as referred to in Section 2.19.
      13. Corporate and Judicial Proceedings . All corporate and judicial proceedings and all instruments and agreements in connection with the transactions among the Borrower, the Guarantors, the Agents, the Initial Lenders and the Lenders contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Initial Lenders, and the Agents and the Initial Lenders shall have received all information and copies of all documents and papers, including records of corporate and judicial proceedings, which the Agents may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, governmental or judicial authorities.
      14. Information . The Initial Lenders shall have received such other information (financial or otherwise) as may be reasonably requested by the Initial Lenders, and shall have discussed the Borrower's business plan as delivered to the Agents on December 2, 2002 with the Borrower's management, including, without limitation, at a meeting with the Borrower's chief executive officer and shall be reasonably satisfied with the nature and substance of such discussions.
      15. Access; Compliance with Environmental Laws . The Borrower and the Guarantors shall have granted the Initial Lenders access to and the right to inspect all reports, audits and other internal information of the Borrower and the Guarantors relating to environmental matters, and any third party verification of certain maters relating to compliance with environmental laws and regulations reasonably requested by the Agents, and the Initial Lenders shall be reasonably satisfied that the Borrower and the Guarantors are in compliance in all material respects with all applicable environmental laws and negotiations and the Borrower has made adequate provision for the costs of maintaining such compliance.
      16. Lien Searches . The Agents shall have received UCC searches (including tax liens and judgment liens) conducted in such jurisdictions in which the Borrower and the Guarantors conduct business and Lien searches conducted in the recording office of the Federal Aviation Administration as may be reasonably satisfactory to the Agents (dated as of a date reasonably satisfactory to them), reflecting the absence of Liens and encumbrances on the assets of the Borrower and the Guarantors other than such Liens permitted hereunder and as may be reasonably satisfactory to the Initial Lenders and (in the case of the searches conducted at the recording office of the FAA) indicating that the Borrower (or a Guarantor) is the registered owner of each of the aircraft which is intended to be covered by the Aircraft Mortgage.
      17. Insurance Designation . The Collateral Agent shall have been named as loss payee with respect to the Mortgaged Collateral, and additional insured (as its interests may appear), on such policies of insurance of the Borrower and the Guarantors as the Collateral Agent may have reasonably requested.
      18. Closing Documents . The Agents and, where applicable, Initial Lenders, shall have received all documents required by this Section 4.01 reasonably satisfactory in form and substance to the Agents and, where applicable, Initial Lenders.
   2. Conditions Precedent to Each Loan and Each Letter of Credit . The obligation of the Lenders to make each Loan (other than the Tranche C Loan) and of the Fronting Bank to issue each Letter of Credit, including the initial Loan and the initial Letter of Credit and any Additional Credit, is subject to the following conditions precedent:
   3. 1. Notice . The Paying Agent shall have received a notice with respect to such borrowing or issuance, as the case may be, as required by Section 2.
      2. Representations and Warranties . All representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date except to the extent such representations and warranties expressly relate to an earlier date.
      3. No Default . On the date of each Borrowing hereunder or the issuance of each Letter of Credit, no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing.
      4. Orders . The Interim Order shall be in full force and effect and shall not have been vacated, stayed, reversed, modified or amended in any respect that the Initial Lenders reasonably determine to be adverse to their interests without the prior written consent of the Initial Lenders, provided , that at the time of the making of any Loan or the issuance of any Letter of Credit the aggregate amount of either of which, when added to the sum of the principal amount of all Loans then outstanding and the Letter of Credit Outstandings, would exceed the amount authorized by the Interim Order and available to the Borrower during Stage I pursuant to Section 2.01(c)(i) (collectively, the " Additional Credit "), the Agents and each of the Lenders shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-2 (the " Final Order "), with only such modifications as are reasonably satisfactory in form