Boeing 747-422 Aircraft Redemp

Boeing 747-422 Aircraft Redemption and Refinancing Agreement - United Air Lines Inc., The Mitsubishi Trust and Banking Corp., Bayerische Landesbank Girozentrale, State Street Bank and Trust Co., and First Security Bank of Utah NA(May 01, 1995)

                                                        S&S FINAL DRAFT





                                                                             
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                 REDEMPTION AND REFINANCING AGREEMENT (1993 747 A)

                              Dated as of May 1, 1995

                                       Among

                              UNITED AIR LINES, INC.,
                                          as Lessee

                               ____________________,
                                          as Owner Participant

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

                       STATE STREET BANK AND TRUST COMPANY,
                                          as Owner Trustee

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

                                        and

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

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

                            One Boeing 747-422 Aircraft

                                      N189UA

                         Leased to United Air Lines, Inc.

                                                                             
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                   INDEX TO REDEMPTION AND REFINANCING AGREEMENT
                                   (1993 747 A)



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

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

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

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

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

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

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



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

EXHIBIT A-1    INSTALLMENT PAYMENT DATES AND
               INSTALLMENT PAYMENT PERCENTAGES

EXHIBIT A-2    ISSUANCE OF SERIES 1993 747 A
               CERTIFICATES

EXHIBIT B      FORM OF AMENDED AND RESTATED
               INDENTURE

EXHIBIT C      FORM OF FIRST AMENDMENT TO LEASE
               AGREEMENT

EXHIBIT D      FORM OF FIRST AMENDMENT TO
               PARTICIPATION AGREEMENT

EXHIBIT E      FORM OF FIRST AMENDMENT TO TRUST
               AGREEMENT



               REDEMPTION AND REFINANCING AGREEMENT (1993 747 A)


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


                             W I T N E S S E T H:


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


 
                                       2

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

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

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

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


                                       3

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

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

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

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

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


                                       4

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

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

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

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

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

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

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


                                       5

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

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

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

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

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


                                       6

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

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

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

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

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

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


                                       7

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

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

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

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

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

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

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


                                       8

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

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

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

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

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

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

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

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


                                       9

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

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

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

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

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

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

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



                                       10

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

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

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

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

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

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

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

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

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



                                       11

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

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

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

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

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

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

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



                                       12

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

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

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

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

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

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

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



                                       13

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

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



                                       14

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

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

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



                                       15

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

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

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



                                       16

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

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

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

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

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

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


                                       17

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

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

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

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

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

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


                                       18

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

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

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

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

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

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


                                       19

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

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

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

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

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

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


                                      20

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

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

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

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

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



                                      21

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

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

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

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

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

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



                                      22

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

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

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

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

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



                                      23

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

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

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

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



                                      24

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

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

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



                                      25

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

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

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

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

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

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



                                      26

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

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

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



                                      27

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



                                       28

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


                                UNITED AIR LINES, INC.,
                                  as Lessee


                                By: ______________________________________
                                    Name: 
                                    Title:


                                _________________,
                                  as Owner Participant


                                By: ______________________________________
                                    Name: 
                                    Title:


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


                                By: ______________________________________
                                    Name: 
                                    Title:


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


                                By: ______________________________________
                                    Name: 
                                    Title:





                                       29

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


                                By: ________________________________________
                                    Name:
                                    Title:


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


                                By: ______________________________________
                                    Name: 
                                    Title:




                                      

                                                       Exhibit A to
                                                       Redemption and
                                                       Refinancing Agreement



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


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


Series 1993 747 A-1                           $                %

Series 1993 747 A-2                           $                %






                                      

                                                       Exhibit A-1 to
                                                       Redemption and
                                                       Refinancing Agreement


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

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

      Installment Certificate No. 1 - Maturity Date:  ________
                                                     

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

                                            $
                                                        

TOTAL                                       $________________                  
                                            

      Installment Certificate No. 2 - Maturity Date:  ________
                                                     


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





TOTAL                                       $ ________________


             

                                                         Exhibit A-2 to
                                                         Redemption and
                                                         Refinancing Agreement


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

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

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

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



                                                                               

                                                                    Exhibit B to
                                                                  Redemption and
                                                           Refinancing Agreement


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

                                                                               

                                                                    Exhibit C to
                                                                  Redemption and
                                                           Refinancing Agreement


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



                                                                    Exhibit D to
                                                                  Redemption and
                                                           Refinancing Agreement


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



                                                                    Exhibit E to
                                                                  Redemption and
                                                           Refinancing Agreement


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