<PAGE>

                                                                 Exhibit 4(a)(1)

                          PASS THROUGH TRUST AGREEMENT

                           Dated as of March 21, 2002

                                     between

                             AMERICAN AIRLINES, INC.

                                       and

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                              NATIONAL ASSOCIATION,

                                   as Trustee
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
                                    ARTICLE I
                                   DEFINITIONS

Section 1.01.  Definitions.....................................................2
Section 1.02.  Compliance Certificates and Opinions...........................12
Section 1.03.  Form of Documents Delivered to Trustee.........................12
Section 1.04.  Directions of Certificateholders...............................13

                                   ARTICLE II
                       ORIGINAL ISSUANCE OF CERTIFICATES:
                          ACQUISITION OF TRUST PROPERTY

Section 2.01.  Amount Unlimited; Issuable in Series ..........................14
Section 2.02.  Acquisition of Equipment Notes.................................17
Section 2.03.  Acceptance by Trustee .........................................19
Section 2.04.  Limitation of Powers ..........................................20

                                   ARTICLE III
                                THE CERTIFICATES

Section 3.01.  Form, Denomination and Execution of Certificates...............20
Section 3.02.  Authentication of Certificates.................................21
Section 3.03.  Temporary Certificates.........................................21
Section 3.04.  Transfer and Exchange..........................................21
Section 3.05.  Book-Entry and Definitive Certificates.........................22
Section 3.06.  Mutilated, Destroyed, Lost or Stolen Certificates..............24
Section 3.07.  Persons Deemed Owners..........................................25
Section 3.08.  Cancellation...................................................25
Section 3.09.  Limitation of Liability for Payments...........................25
Section 3.10.  CUSIP Numbers..................................................26

                                   ARTICLE IV
                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

Section 4.01.  Certificate Account and Special Payments Account...............26
</TABLE>

                                        i
<PAGE>
<TABLE>
<S>                                                                           <C>
Section 4.02.  Distributions from Certificate Account and Special
                        Payments Account......................................26
Section 4.03.  Statements to Certificateholders...............................28
Section 4.04.  Investment of Special Payment Moneys...........................29

                                    ARTICLE V
                                   THE COMPANY

Section 5.01.  Maintenance of Corporate Existence.............................30
Section 5.02.  Consolidation, Merger, Etc.....................................30

                                   ARTICLE VI
                                     DEFAULT

Section 6.01.  Indenture Events of Default and Triggering Events..............30
Section 6.02.  Incidents of Sale of Equipment Notes...........................32
Section 6.03.  Judicial Proceedings Instituted by Trustee; Trustee
                        May Bring Suit........................................33
Section 6.04.  Control by Certificateholders..................................33
Section 6.05.  Waiver of Past Defaults........................................34
Section 6.06.  Right of Certificateholders to Receive Payments Not
                        to Be Impaired........................................35
Section 6.07.  Certificateholders May Not Bring Suit Except Under
                        Certain Conditions....................................35
Section 6.08.  Remedies Cumulative............................................36
Section 6.09.  Discontinuance of Proceedings..................................36
Section 6.10.  Undertaking for Costs..........................................36

                                   ARTICLE VII
                                   THE TRUSTEE

Section 7.01.  Certain Duties and Responsibilities............................36
Section 7.02.  Notice of Defaults.............................................37
Section 7.03.  Certain Rights of Trustee......................................38
Section 7.04.  Not Responsible for Recitals or Issuance of Certificates.......39
Section 7.05.  May Hold Certificates..........................................39
Section 7.06.  Money Held in Trust............................................39
Section 7.07.  Compensation and Reimbursement.................................39
Section 7.08.  Corporate Trustee Required; Eligibility........................40
Section 7.09.  Resignation and Removal; Appointment of Successor..............41
Section 7.10.  Acceptance of Appointment by Successor........................ 43
Section 7.11.  Merger, Conversion, Consolidation or Succession to
                        Business..............................................43
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>                                                                           <C>
Section 7.12.  Maintenance of Agencies........................................44
Section 7.13.  Money for Certificate Payments to be Held in Trust.............45
Section 7.14.  Registration of Equipment Notes in Trustee's Name..............45
Section 7.15.  Representations and Warranties of Trustee......................46
Section 7.16.  Withholding Taxes; Information Reporting.......................47
Section 7.17.  Trustee's Liens................................................47
Section 7.18.  Preferential Collection of Claims..............................47
Section 7.19.  Capacity in Which Acting.......................................48

                                  ARTICLE VIII
                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

Section 8.01.  The Company to Furnish Trustee with Names and
                        Addresses of Certificateholders.......................48
Section 8.02.  Preservation of Information; Communications to
                        Certificateholders....................................48
Section 8.03.  Reports by Trustee.............................................48
Section 8.04.  Reports by the Company.........................................48

                                   ARTICLE IX
                             SUPPLEMENTAL AGREEMENTS

Section 9.01.  Supplemental Agreements Without Consent of
                        Certificateholders....................................49
Section 9.02.  Supplemental Agreements with Consent of
                        Certificateholders....................................52
Section 9.03.  Documents Affecting Immunity or Indemnity......................53
Section 9.04.  Execution of Supplemental Agreements...........................53
Section 9.05.  Effect of Supplemental Agreements..............................53
Section 9.06.  Conformity with Trust Indenture Act............................53
Section 9.07.  Reference in Certificates to Supplemental Agreement............53

                                    ARTICLE X
                AMENDMENTS TO INDENTURES AND OTHER NOTE DOCUMENTS

Section 10.01. Amendments and Supplements to Indentures and Other
                        Note Documents........................................53

                                   ARTICLE XI
                              TERMINATION OF TRUSTS

Section 11.01.   Termination of the Trusts....................................54
</TABLE>

                                       iii
<PAGE>
<TABLE>
<S>                                                                           <C>
                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

Section 12.01. Limitation on Rights of Certificateholders.....................55
Section 12.02. Certificates Nonassessable and Fully Paid......................56
Section 12.03. Registration of Equipment Notes in Name of
                      Subordination Agent.....................................56
Section 12.04. Notices........................................................56
Section 12.05. Governing Law..................................................57
Section 12.06. Severability of Provisions.....................................57
Section 12.07. Trust Indenture Act Controls...................................58
Section 12.08. Effect of Headings and Table of Contents.......................58
Section 12.09. Successors and Assigns.........................................58
Section 12.10. Benefits of Agreement..........................................58
Section 12.11. Legal Holidays.................................................58
Section 12.12. Counterparts...................................................58
Section 12.13. Communication by Certificateholders with Other
                      Certificateholders......................................58
Section 12.14. Normal Commercial Relations....................................59
Section 12.15. No Recourse Against Others.....................................59
</TABLE>

                                       iv
<PAGE>
Reconciliation and tie between American Airlines Pass Through Trust Agreement,
dated as of March 21, 2002 and the Trust Indenture Act of 1939. This
reconciliation does not constitute part of the Pass Through Trust Agreement.

<TABLE>
<CAPTION>
Trust Indenture Act           Pass Through Trust
  of 1939 Section             Agreement Section
-------------------           ------------------
<S>                           <C>
310(a)(1)                     7.08
   (a)(2)                     7.08
312(a)                        7.12; 8.01; 8.02
313(a)                        8.03
313(b)                        8.03
314(a)(1)-(3)                 8.04(a)-(c)
   (a)(4)                     8.04(d)
   (c)(1)                     1.02
   (c)(2)                     1.02
   (d)(1)                     1.02; 7.13; 11.01
   (d)(2)                     1.02; 7.13; 11.01
   (d)(3)                     1.02; 2.01
   (e)                        1.02
315(b)                        7.02
315(c)                        7.01(b)
316(a)(last sentence)         1.04(c)
   (a)(1)(A)                  6.04
   (a)(1)(B)                  6.05
   (b)                        6.06
   (c)                        1.04(d)
317(a)(1)                     6.03
   (b)                        7.13
318(a)                        12.07
</TABLE>

                                        v
<PAGE>
                          PASS THROUGH TRUST AGREEMENT

            This PASS THROUGH TRUST AGREEMENT, dated as of March 21, 2002 (the
"Basic Agreement"), between American Airlines, Inc., a Delaware corporation, and
State Street Bank and Trust Company of Connecticut, National Association, a
national banking association, as Trustee, is made with respect to the formation
from time to time of separate American Airlines Pass Through Trusts, and the
issuance from time to time of separate series of Pass Through Certificates
representing fractional undivided interests in the respective Trusts.

                              W I T N E S S E T H:

            WHEREAS, from time to time, the Company and the Trustee may enter
into a Trust Supplement (this and certain other defined terms used herein are
defined in Section 1.01) pursuant to which the Trustee shall declare the
creation of a separate Trust for the benefit of the Holders of the series of
Certificates to be issued in respect of such Trust, and the initial Holders of
the Certificates of such series, as the grantors of such Trust, by their
respective acceptances of the Certificates of such series, shall join in the
creation of such Trust with the Trustee;

            WHEREAS, all Certificates to be issued in respect of each separate
Trust will be issued as a separate series pursuant to this Agreement, will
evidence fractional undivided interests in such Trust and will have no rights,
benefits or interests in respect of any other separate Trust or the property
held therein, subject, however, to the provisions of any Intercreditor Agreement
to which one or more Trusts may be a party and to any provisions to the contrary
in any applicable Trust Supplement;

            WHEREAS, from time to time, pursuant to the terms and conditions of
this Agreement with respect to each separate Trust formed hereunder, the Trustee
on behalf of such Trust shall purchase one or more issues of Equipment Notes, or
notes issued by a separate trust or other entity secured by Equipment Notes,
having the identical interest rate as, and final maturity dates not later than
the final Regular Distribution Date of, the series of Certificates issued in
respect of such Trust and, subject to the terms of any related Intercreditor
Agreement and to any terms to the contrary in any applicable Trust Supplement,
shall hold such Equipment Notes in trust for the benefit of the
Certificateholders of such Trust;

            WHEREAS, to facilitate the sale of Equipment Notes to, and the
purchase of Equipment Notes by, the Trustee on behalf of each Trust created from
time to time pursuant to this Agreement, the Company as the "issuer", as such
term is defined in and solely for purposes of the Securities Act of 1933, as
amended, of the Certificates to be issued in respect of each Trust and as the
"obligor", as such term is defined in and solely for purposes of the Trust
Indenture Act of 1939, as amended to date, has duly authorized the execution and
delivery of this Basic Agreement and is undertaking to perform certain
administrative and ministerial duties hereunder and is also undertaking to pay
the fees and expenses of the Trustee; and


<PAGE>
            WHEREAS, this Agreement, as supplemented from time to time, is
subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions;

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

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01. Definitions. For all purposes of this Basic Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

            (1)   the terms used herein that are defined in this Article I have
                  the meanings assigned to them in this Article I, and include
                  the plural as well as the singular;

            (2)   all other terms used herein that are defined in the Trust
                  Indenture Act, either directly or by reference therein, or by
                  the rules promulgated under the Trust Indenture Act, have the
                  meanings assigned to them therein;

            (3)   all references in this Basic Agreement to designated
                  "Articles", "Sections", "Subsections" and other subdivisions
                  are to the designated Articles, Sections, Subsections and
                  other subdivisions of this Basic Agreement;

            (4)   the words "herein", "hereof" and "hereunder" and other words
                  of similar import refer to this Basic Agreement as a whole and
                  not to any particular Article, Section, Subsection or other
                  subdivision;

            (5)   unless the context otherwise requires, whenever the words
                  "including", "include" or "includes" are used herein, it shall
                  be deemed to be followed by the phrase "without limitation";
                  and

            (6)   the term "this Agreement" (as distinguished from "this Basic
                  Agreement") refers, unless the context otherwise requires, to
                  this Basic Agreement as supplemented by the Trust Supplement
                  creating a particular Trust and establishing the series of
                  Certificates issued or to be issued in respect thereof, with
                  reference to such Trust and such series of Certificates, as
                  this Basic Agreement as so supplemented may be further
                  supplemented with respect to such Trust and such series of
                  Certificates.

            Act: Has the meaning, with respect to any Certificateholder,
specified in Section 1.04(a).

                                        2
<PAGE>
            Affiliate: Means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such Person. For the purposes of this definition,
"control", when used with respect to any specified Person, means the power,
directly or indirectly, to direct the management and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

            Aircraft: Means one or more aircraft, including engines therefor,
owned by or leased to the Company and securing one or more Equipment Notes.

            Authorized Agent: Means, with respect to the Certificates of any
series, any Paying Agent or Registrar for the Certificates of such series.

            Basic Agreement: Means this Pass Through Trust Agreement, as the
same may from time to time be supplemented, amended or modified, but does not
include any Trust Supplement.

            Book-Entry Certificates: Means, with respect to the Certificates of
any series, a beneficial interest in the Certificates of such series, ownership
and transfers of which shall be made through book entries as described in
Section 3.05.

            Business Day: Means, with respect to the Certificates of any series,
any day other than a Saturday, a Sunday or a day on which commercial banks are
required or authorized to close in New York, New York, Dallas, Texas, or, so
long as any Certificate of such series is outstanding, the city and state in
which the Trustee or any related Loan Trustee maintains its Corporate Trust
Office or receives and disburses funds.

            Certificate: Means any one of the certificates executed and
authenticated by the Trustee, substantially in the form specified in the
relevant Trust Supplement.

            Certificate Account: Means, with respect to the Certificates of any
series, the account or accounts created and maintained for such series pursuant
to Section 4.01(a) and the related Trust Supplement.

            Certificateholder or Holder: Means, with respect to the Certificates
of any series, the Person in whose name a Certificate of such series is
registered in the Register for Certificates of such series.

            Certificate Owner: Means, with respect to the Certificates of any
series, for purposes of Section 3.05, a Person who owns a Book-Entry Certificate
of such series.

            Clearing Agency: Means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended.

                                        3
<PAGE>
            Clearing Agency Participant: Means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects, directly or indirectly, book-entry transfers and pledges of
securities deposited with the Clearing Agency.

            Company: Means American Airlines, Inc., a Delaware corporation, or
its successor in interest pursuant to Section 5.02.

            Controlling Party: Means, with respect to the Certificates of any
series, the Person entitled to act as such pursuant to the terms of the related
Intercreditor Agreement.

            Corporate Trust Office: Means, with respect to the Trustee or any
Loan Trustee, the office of such trustee in the city at which at any particular
time its corporate trust business shall be principally administered.

            Cut-off Date: Means, with respect to the Certificates of any series,
the date designated as such in the Trust Supplement establishing such series.

            Definitive Certificates: Has the meaning, with respect to the
Certificates of any series, specified in Section 3.05.

            Direction: Has the meaning specified in Section 1.04(a).

            Distribution Date: Means any Regular Distribution Date, Special
Distribution Date or Initial Regular Distribution Date.

            Equipment Note: Means, with respect to any Trust, any one of the
notes, certificates or instruments issued pursuant to any Indenture and
described as "Equipment Notes" in, or on a schedule attached to, the Trust
Supplement in respect of such Trust and to be held by the Trustee as part of
such Trust, including any Equipment Note (as so defined) issued under the
applicable Indenture in replacement thereof or substitution therefor.

            ERISA: Means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor federal statute.

            Escrow Account: Has the meaning, with respect to any Trust,
specified in Section 2.02(b).

            Escrowed Funds: Has the meaning, with respect to any Trust,
specified in Section 2.02(b).

            Event of Default: Means, in respect of any Trust, an Indenture Event
of Default under any Indenture pursuant to which Equipment Notes held by such
Trust were issued and such other event as may be designated under the related
Trust Supplement as an "Event of Default".

                                        4
<PAGE>
            Fractional Undivided Interest: Means the fractional undivided
interest in a Trust that is evidenced by a Certificate relating to such Trust.

            Holder: Has the meaning specified in the definition of
"Certificateholder or Holder".

            Indenture: Means, with respect to any Trust, each of the one or more
separate trust indenture and security agreements or trust indenture and
mortgages or similar documents described in, or on a schedule attached to, the
Trust Supplement and an indenture having substantially the same terms and
conditions which relates to a Substitute Aircraft, as each such indenture may be
amended or supplemented in accordance with its respective terms; and
"Indentures" means all of such agreements.

            Indenture Event of Default: Means, with respect to any Indenture,
any Event of Default (as such term is defined in such Indenture).

            Initial Regular Distribution Date: Means, with respect to the
Certificates of any series, the first Regular Distribution Date on which a
Scheduled Payment is to be made.

            Intercreditor Agreement: Means (a) any agreement by and among the
Trustee, as trustee with respect to one or more Trusts, one or more Liquidity
Providers, if applicable, and a Subordination Agent providing, among other
things, for the distribution of payments made in respect of Equipment Notes held
by such Trusts, or (b) such other agreement or agreements designated as an
"Intercreditor Agreement" in the Trust Supplement relating to any Trust.

            Issuance Date: Means, with respect to the Certificates of any
series, the date of the issuance of such Certificates.

            Lease: Means any lease between an Owner Trustee, as the lessor (or
such other Person acting as the lessor), and the Company, as the lessee,
referred to in the related Indenture, as such lease may be amended, supplemented
or otherwise modified in accordance with its terms; and "Leases" means all such
Leases.

            Letter of Representations: Means, with respect to the Certificates
of any series, an agreement among the Company, the Trustee and the initial
Clearing Agency substantially in the form attached as an Exhibit to the related
Trust Supplement, as such letter may be modified or supplemented, or any
successor letter thereto.

            Liquidity Facility: Means, with respect to the Certificates of any
series or any Equipment Notes, (a) any revolving credit agreement, letter of
credit, bank guarantee, insurance policy, surety bond or financial guaranty or
any other type of agreement or arrangement for the provision of insurance, a
guarantee or other credit enhancement or liquidity support relating to the
Certificates of such series between a Liquidity Provider and a Subordination
Agent or one or more other Persons,

                                        5
<PAGE>
as amended, replaced, supplemented or otherwise modified from time to time in
accordance with its terms and, if applicable, the terms of any Intercreditor
Agreement, or (b) such other agreement or agreements designated as a "Liquidity
Facility" in the Trust Supplement relating to any Trust.

            Liquidity Provider: Means, with respect to the Certificates of any
series, a bank, insurance company, financial institution or other Person that
agrees to provide a Liquidity Facility for the benefit of the holders of
Certificates of such series.

            Loan Trustee: Means, with respect to any Equipment Note or the
Indenture applicable thereto, the bank, trust company or other financial
institution designated as loan or indenture trustee under such Indenture, and
any successor to such Loan Trustee as such trustee; and "Loan Trustees" means
all of the Loan Trustees under the Indentures.

            Note Documents: Means, with respect to the Certificates of any
series, the Equipment Notes with respect to such Certificates and, with respect
to such Equipment Notes, the related Indenture, Note Purchase Agreement, and, if
the related Aircraft is leased to the Company, the related Lease and the related
Purchase Agreement Assignment (as defined in the related Lease), if any, and, if
the Parent has guaranteed the obligations of the Company under any such
Equipment Notes or Leases, the Parent Guarantee.

            Note Purchase Agreement: Means, with respect to the Certificates of
any series, any note purchase, refunding, participation or similar agreement
providing for, among other things, the purchase of Equipment Notes by the
Trustee on behalf of the relevant Trust; and "Note Purchase Agreements" means
all such agreements.

            Officer's Certificate: Means a certificate signed, (a) in the case
of the Company, by the Chairman or Vice Chairman of the Board of Directors, the
President, any Executive Vice President, any Senior Vice President, any Vice
President or the Treasurer of the Company or (b) in the case of the Trustee or
an Owner Trustee or a Loan Trustee, a Responsible Officer of the Trustee or such
Owner Trustee or such Loan Trustee, as the case may be.

            Opinion of Counsel: Means a written opinion of legal counsel who (a)
in the case of counsel for the Company may be (i) a senior attorney of the
Company one of whose principal duties is furnishing advice as to legal matters,
(ii) Debevoise & Plimpton or (iii) such other counsel designated by the Company
and reasonably acceptable to the Trustee and (b) in the case of any Owner
Trustee or any Loan Trustee, such counsel as they may designate, whether or not
such counsel is an employee of any of them, and who shall be reasonably
acceptable to the Trustee.

            Outstanding: When used with respect to Certificates of any series,
means, as of the date of determination, all Certificates of such series
theretofore authenticated and delivered under this Agreement, except:

                                        6
<PAGE>
            (i) Certificates of such series theretofore cancelled by the
Registrar or delivered to the Trustee or the Registrar for cancellation;

            (ii) all of the Certificates of such series if money in the full
amount required to make the final distribution with respect to such series
pursuant to Section 11.01 hereof has been theretofore deposited with the Trustee
in trust for the Holders of the Certificates of such series as provided in
Section 4.01, pending distribution of such money to such Certificateholders
pursuant to payment of such final distribution payment; and

            (iii) Certificates of such series in exchange for or in lieu of
which other Certificates of such series have been authenticated and delivered
pursuant to this Agreement.

            Owner Participant: Means, with respect to any Equipment Note, the
"Owner Participant", if any, as referred to in the Indenture pursuant to which
such Equipment Note is issued and any permitted successor or assign of such
Owner Participant; and "Owner Participants" at any time of determination means
all of the Owner Participants thus referred to in the Indentures.

            Owner Trustee: Means, with respect to any Equipment Note, the "Owner
Trustee", if any, as referred to in the Indenture pursuant to which such
Equipment Note is issued, not in its individual capacity but solely as trustee;
and "Owner Trustees" means all of the Owner Trustees party to any of the related
Indentures.

            Parent: Means AMR Corporation, a Delaware corporation, and its
successors and assigns.

            Parent Guarantee: Means, with respect to the Certificates of any
series, a guarantee by the Parent of the obligations of the Company under any
Equipment Notes or any Leases related to Equipment Notes to be acquired and held
in the Trust as to which the Certificates of such series represent fractional
undivided interests.

            Paying Agent: Means, with respect to the Certificates of any series,
the paying agent maintained and appointed for the Certificates of such series
pursuant to Section 7.12.

            Permitted Investments: Means obligations of the United States of
America or agencies or instrumentalities thereof for the payment of which the
full faith and credit of the United States of America is pledged, maturing in
not more than 60 days after the date of acquisition thereof or such lesser time
as is required for the distribution of any Special Payments on a Special
Distribution Date.

            Person: Means any person, including any individual, corporation,
limited liability company, partnership, joint venture, association, joint-stock
company, trust, trustee, unincorporated organization, or government or any
agency or political subdivision thereof.

            Pool Balance: Means, with respect to the Certificates of any series
as of any date, except to the extent otherwise provided in the applicable Trust
Supplements, (i) the original aggregate face

                                        7
<PAGE>
amount of the Certificates of such series less (ii) the aggregate amount of all
distributions made in respect of such Certificates other than distributions made
in respect of interest or premium or reimbursement of any costs or expenses
incurred in connection therewith. The Pool Balance as of any Regular
Distribution Date or Special Distribution Date with respect to such series shall
be computed after giving effect to the payment of principal, if any, on the
Equipment Notes or other Trust Property held in the Trust and the distribution
thereof to be made on such date.

            Pool Factor: Means, with respect to any series of Certificates as of
any date, except to the extent otherwise provided in the applicable Trust
Supplement, the quotient (rounded to the seventh decimal place, with 0.00000005
being rounded upward) computed by dividing (i) the Pool Balance of such series
as of such date by (ii) the original aggregate face amount of the Certificates
of such series. The Pool Factor as of any Regular Distribution Date or Special
Distribution Date with respect to such series shall be computed after giving
effect to the payment of principal, if any, on the Equipment Notes or other
Trust Property held in the Trust relating to such series and the distribution
thereof to be made on such date.

            Postponed Notes: Means, with respect to any Trust or the related
series of Certificates, the Equipment Notes to be held in such Trust as to which
a Postponement Notice shall have been delivered pursuant to Section 2.02(b).

            Postponement Notice: Means, with respect to any Trust or the related
series of Certificates, an Officer's Certificate of the Company (i) requesting
that the Trustee temporarily postpone purchase of the related Equipment Notes to
a date later than the Issuance Date of such series of Certificates, (ii)
identifying the amount of the purchase price of each such Equipment Note and the
aggregate purchase price for all such Equipment Notes, (iii) setting forth the
reasons for such postponement and (iv) with respect to each such Equipment Note,
either (a) setting or resetting a new Transfer Date (which shall be on or prior
to the applicable Cut-off Date) for payment by the Trustee of such purchase
price and issuance of the related Equipment Note (subject to subsequent change
from time to time in accordance with the relevant Note Purchase Agreement), or
(b) indicating that such new Transfer Date (which shall be on or prior to the
applicable Cut-off Date) will be set by subsequent written notice not less than
one Business Day prior to such new Transfer Date (subject to subsequent change
from time to time in accordance with the relevant Note Purchase Agreement).

            Potential Purchaser: Has the meaning, with respect to any
Certificateholder, specified in Section 6.01(d).

            Purchasing Certificateholder: Has the meaning, with respect to any
Certificateholder, specified in Section 6.01(d).

            Record Date: Means, with respect to any Trust or the related series
of Certificates, (i) for Scheduled Payments to be distributed on any Regular
Distribution Date, other than the final distribution with respect to such
series, the 15th day (whether or not a Business Day) preceding such Regular
Distribution Date, or such other date as shall be specified for such series in
the applicable

                                        8
<PAGE>
Trust Supplement, and (ii) for Special Payments to be distributed on any Special
Distribution Date, other than the final distribution with respect to such
series, the 15th day (whether or not a Business Day) preceding such Special
Distribution Date, or such other date as shall be specified for such series in
the applicable Trust Supplement.

            Register and Registrar: Means, with respect to the Certificates of
any series, the register maintained and the registrar appointed pursuant to
Sections 3.04 and 7.12, respectively.

            Regular Distribution Date: Means, with respect to distributions of
Scheduled Payments in respect of any series of Certificates, each date
designated as such in this Agreement, until payment of all the Scheduled
Payments to be made under the Equipment Notes held in the Trust have been made
or until such Equipment Notes have been redeemed or otherwise prepaid in full.

            Request: Means a request by the Company setting forth the subject
matter of the request accompanied by an Officer's Certificate and an Opinion of
Counsel as provided in Section 1.02 of this Basic Agreement.

            Responsible Officer: Means, with respect to any Trustee, any Loan
Trustee and any Owner Trustee, any officer in the Corporate Trust Department or
similar department of the Trustee, such Loan Trustee or such Owner Trustee, as
the case may be, or any other officer customarily performing functions similar
to those performed by the persons who at the time shall be such officers or to
whom any corporate trust matter is referred because of his knowledge of and
familiarity with a particular subject.

            Responsible Party: Means, with respect to the Certificates of any
series, the Company or the other Person designated as such in the related Trust
Supplement.

            Scheduled Payment: Means, with respect to any Equipment Note, except
to the extent otherwise provided in the applicable Trust Supplement, (i) any
payment of principal or interest on such Equipment Note (other than any such
payment which is not in fact received by the Trustee or any Subordination Agent
within five days after the date on which such payment is scheduled to be made)
or (ii) any distribution in respect of principal or interest on such Equipment
Note to the Holders of the Certificates of any series with funds drawn under the
Liquidity Facility for such series (other than any such payment which is not in
fact received by the Trustee or any Subordination Agent within five days after
the date upon which payment is scheduled to be made), which payment in the case
of clause (i) or clause (ii) represents an installment of principal on such
Equipment Note at the stated maturity of such installment, or the payment of
regularly scheduled interest accrued on the unpaid principal amount of such
Equipment Note, or both; provided, however, that any payment of principal,
premium, if any, or interest resulting from the redemption or purchase of any
Equipment Note shall not constitute a Scheduled Payment.

            SEC: Means the Securities and Exchange Commission, as from time to
time constituted or created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution

                                        9
<PAGE>
of this instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties on such date.

            Selling Certificateholder: Has the meaning, with respect to any
Certificateholder, specified in Section 6.01(d).

            Special Distribution Date: Means, with respect to the Certificates
of any series, each date on which a Special Payment is to be distributed as
specified in this Agreement.

            Special Payment: Means, except to the extent otherwise provided in
the applicable Trust Supplement, (i) any payment (other than a Scheduled
Payment) in respect of, or any proceeds of, any Equipment Note held in a Trust
or the Collateral or Trust Indenture Estate, as the case may be (in each case,
as defined in each Indenture relating to such Trust), (ii) the amounts required
to be distributed pursuant to the last paragraph of Section 2.02(b), or (iii)
the amounts required to be distributed pursuant to the penultimate paragraph of
Section 2.02(b).

            Special Payments Account: Means, with respect to the Certificates of
any series, the account or accounts created and maintained for such series
pursuant to Section 4.01(b) and the related Trust Supplement.

            Specified Investments: Means, with respect to any Trust, unless
otherwise specified in the related Trust Supplement, (i) obligations of the
United States Government or agencies thereof, or obligations guaranteed by the
United States Government, (ii) open market commercial paper of any corporation
incorporated under the laws of the United States of America or any State thereof
rated at least P-2 or its equivalent by Moody's Investors Service, Inc. or at
least A-2 or its equivalent by Standard & Poor's Ratings Services (including the
Trustee if such conditions are met), (iii) certificates of deposit issued by
commercial banks organized under the laws of the United States or of any
political subdivision thereof having a combined capital and surplus in excess of
$500,000,000 which banks or their holding companies have a rating of A or its
equivalent by Moody's Investors Service, Inc. or A2 or its equivalent by
Standard & Poor's Ratings Services (including the Trustee if such conditions are
met); provided, however, that the aggregate amount at any one time so invested
in certificates of deposit issued by any one bank shall not exceed 5% of such
bank's capital and surplus, (iv) U.S. dollar denominated offshore certificates
of deposit issued by, or offshore time deposits with, any commercial bank
described in (iii) or any subsidiary thereof, and (v) repurchase agreements with
any financial institution having combined capital and surplus of at least
$500,000,000 (including the Trustee if such conditions are met) with any of the
obligations described in clauses (i) through (iv) as collateral; provided
further that if all of the above investments are unavailable, the entire amounts
to be invested may be used to purchase Federal Funds from an entity described in
clause (iii) above; and provided further that no investment shall be eligible as
a "Specified Investment" unless the final maturity or date of return of such
investment is on or before the Special Distribution Date next following the
Cut-off Date for such Trust by at least 15 days. The Trustee is hereby
authorized, in making or disposing of any investment described herein, to deal
with

                                       10
<PAGE>
itself (in its individual capacity) or with any one or more of its Affiliates,
whether it or such Affiliate is acting as an agent of the Trustee or for any
third person or dealing as principal for its own account.

            Subordination Agent: Has the meaning, with respect to the
Certificates of any series, specified therefor in the relevant Intercreditor
Agreement.

            Substitute Aircraft: Means, with respect to any Trust, any Aircraft
of a type specified in this Agreement and, at the election of the Company,
substituted prior to the applicable Cut-off Date, if any, pursuant to the terms
of this Agreement.

            Transfer Date: Has the meaning, with respect to the Certificates of
any series, assigned to that term or any of the terms "Delivery Date", "Funding
Date" or "Closing Date" in any relevant Note Purchase Agreement, and in any
event refers to any such date as it may be changed from time to time in
accordance with the terms of such Note Purchase Agreement.

            Triggering Event: Has the meaning, with respect to the Certificates
of any series, specified therefor in the relevant Intercreditor Agreement.

            Trust: Means, with respect to the Certificates of any series, the
separate trust created under this Agreement.

            Trustee: Means, with respect to any particular Trust, the
institution executing this Agreement as the Trustee, or its successor in
interest, and any successor or other trustee appointed as provided herein (it
being understood that the same institution need not act as the Trustee in
respect of all of the Trusts created pursuant to this Basic Agreement and the
Trust Supplements).

            Trust Indenture Act: Except as otherwise provided in Section 9.06,
means, with respect to any particular Trust, the Trust Indenture Act of 1939, as
amended and in force at the date as of which the related Trust Supplement was
executed.

            Trust Property: Means, with respect to any Trust, except to the
extent otherwise provided in the applicable Trust Supplement, (i) subject to any
related Intercreditor Agreement, the Equipment Notes held as the property of
such Trust, all monies at any time paid thereon and all monies due and to become
due thereunder, (ii) debt instruments issued by the Company in accordance with
the first paragraph of Section 2.02(b), (iii) funds from time to time deposited
in the related Escrow Account, the related Certificate Account and the related
Special Payments Account and, subject to any related Intercreditor Agreement,
any proceeds from the sale by the Trustee pursuant to Article VI hereof of any
Equipment Note referred to in (i) above, (iv) all rights of such Trust and the
Trustee, on behalf of the Trust, under any Intercreditor Agreement or Liquidity
Facility, including, without limitation, all rights to receive all monies and
other property payable thereunder, and (v) all monies or other property
receivable under any Intercreditor Agreement or Liquidity Facility for such
Trust.

                                       11
<PAGE>
            Trust Supplement: Means an agreement supplemental hereto pursuant to
which (i) a separate Trust is created for the benefit of the Holders of the
Certificates of a series, (ii) the issuance of the Certificates of such series
representing fractional undivided interests in such Trust is authorized and
(iii) the terms of the Certificates of such series are established, as such
agreement may from time to time be supplemented, amended or otherwise modified.

            Section 1.02. Compliance Certificates and Opinions. Upon any
application or request (except with respect to matters set forth in Article II)
by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any
action under any provision of this Basic Agreement or, in respect of the
Certificates of any series, this Agreement, the Company, such Owner Trustee or
such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an
Officer's Certificate stating that, in the opinion of the signer or signers, all
conditions precedent, if any, provided for in this Basic Agreement or this
Agreement relating to the proposed action have been complied with and (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Basic Agreement or this
Agreement relating to such particular application or request, no additional
certificate or opinion need be furnished. Every certificate or opinion with
respect to compliance with a condition or covenant provided for in this Basic
Agreement or, in respect of the Certificates of any series, this Agreement
(other than a certificate provided pursuant to Section 8.04(d)) or any Trust
Supplement shall include:

            (1)   a statement that each individual signing such certificate or
                  opinion has read such covenant or condition and the
                  definitions in this Basic Agreement or this Agreement relating
                  thereto;

            (2)   a brief statement as to the nature and scope of the
                  examination or investigation upon which the statements or
                  opinions contained in such certificate or opinion are based;

            (3)   a statement that, in the opinion of each such individual, he
                  has made such examination or investigation as is necessary to
                  enable him to express an informed opinion as to whether or not
                  such covenant or condition has been complied with; and

            (4)   a statement as to whether, in the opinion of each such
                  individual, such condition or covenant has been complied with.

            Section 1.03. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters and any such Person may certify or give an opinion as to
such matters in one or several documents.

                                       12
<PAGE>
            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Basic Agreement or, in respect of the Certificates of any
series, this Agreement, they may, but need not, be consolidated and form one
instrument.

            Section 1.04. Directions of Certificate Holders. (a) Any direction,
consent, request, demand, authorization, notice, waiver or other action provided
by this Agreement or in respect of the Certificates of any series to be given or
taken by Certificateholders (a "Direction") may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by an agent or proxy duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
when it is expressly required pursuant to this Agreement, to the Company or any
Loan Trustee. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Certificateholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent or proxy shall be
sufficient for any purpose of this Agreement and conclusive in favor of the
Trustee, the Company and the related Loan Trustee, if made in the manner
provided in this Section 1.04.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or such other officer, and where such execution is by
an officer of a corporation or association or a member of a partnership, on
behalf of such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other reasonable manner
which the Trustee deems sufficient.

            (c) In determining whether the Certificateholders of the requisite
Fractional Undivided Interests of Certificates of any series Outstanding have
given any Direction under this Agreement, Certificates owned by the Company, any
related Owner Trustee, any related Owner Participant or any Affiliate of any
such Person shall be disregarded and deemed not to be Outstanding for purposes
of any such determination. In determining whether the Trustee shall be protected
in relying upon any such Direction, only Certificates which the Trustee knows to
be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any
such Person owns 100% of the Certificates of any series Outstanding, such
Certificates shall not be so disregarded, and (ii) if any amount of Certificates
of any series owned by any such Person have been pledged in good faith, such
Certificates shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Certificates and that the pledgee is not the Company, any related Owner Trustee,
any related Owner Participant or any Affiliate of any such Person.

                                       13
<PAGE>
            (d) The Company may, at its option, by delivery of an Officer's
Certificate to the Trustee, set a record date to determine the
Certificateholders in respect of the Certificates of any series entitled to give
any Direction. Notwithstanding Section 316(c) of the Trust Indenture Act, such
record date shall be the record date specified in such Officer's Certificate,
which shall be a date not more than 30 days prior to the first solicitation of
Certificateholders of the applicable series in connection therewith. If such a
record date is fixed, such Direction may be given before or after such record
date, but only the Certificateholders of record of the applicable series at the
close of business on such record date shall be deemed to be Certificateholders
for the purposes of determining whether Certificateholders of the requisite
proportion of Outstanding Certificates of such series have authorized or agreed
or consented to such Direction, and for that purpose the Outstanding
Certificates of such series shall be computed as of such record date; provided,
however, that no such Direction by the Certificateholders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Agreement not later than one year after such record date.
Nothing in this paragraph shall be construed to prevent the Company from setting
a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be deemed cancelled and of no
effect).

            (e) Any Direction by the Holder of any Certificate shall bind the
Holder of every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of such Direction is made
upon such Certificate.

            (f) Except as otherwise provided in Section 1.04(c), Certificates of
any series owned by or pledged to any Person shall have an equal and
proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Certificates of such
series.

            (g) The Company and the Trustee may make reasonable rules for action
by or at a meeting of Certificateholders.

                                   ARTICLE II
                       ORIGINAL ISSUANCE OF CERTIFICATES;
                          ACQUISITION OF TRUST PROPERTY

            Section 2.01. Amount Unlimited; Issuable in Series. (a) The
aggregate face amount of Certificates that may be authenticated and delivered
under this Basic Agreement is unlimited. The Certificates may be issued from
time to time in one or more series and shall be designated generally as the
"Pass Through Certificates", with such further designations added or
incorporated in such title for the Certificates of each series as are specified
in the related Trust Supplement. Each Certificate shall bear upon its face the
designation so selected for the series to which it belongs. All Certificates of
the same series shall be substantially identical except that the Certificates of
a series may differ as to denomination and as may otherwise be provided in the
Trust Supplement establishing the

                                       14
<PAGE>
Certificates of such series. Each series of Certificates issued pursuant to this
Agreement will evidence fractional undivided interests in the related Trust and,
except as may be specified in any Intercreditor Agreement or in the applicable
Trust Supplement, will have no rights, benefits or interests in respect of any
other Trust or the Trust Property held therein. All Certificates of the same
series shall be in all respects equally and ratably entitled to the benefits of
this Agreement without preference, priority or distinction on account of the
actual time or times of authentication and delivery, all in accordance with the
terms and provisions of this Agreement.

            (b) The following matters shall be established with respect to the
Certificates of each series issued hereunder by a Trust Supplement executed and
delivered (x) by and between the Company and the Trustee, or (y) if the Parent
will guarantee the obligations of the Company under any Equipment Notes or any
Leases related to Equipment Notes to be acquired and held in the Trust formed by
such Trust Supplement, by and among the Parent, the Company and the Trustee:

            (1)   the formation of the Trust as to which the Certificates of
                  such series represent fractional undivided interests and its
                  designation (which designation shall distinguish such Trust
                  from each other Trust created under this Basic Agreement and a
                  Trust Supplement);

            (2)   the specific title of the Certificates of such series (which
                  title shall distinguish the Certificates of such series from
                  each other series of Certificates created under this Basic
                  Agreement and a Trust Supplement);

            (3)   subject to Section 2.01(a) hereof, any limit upon the
                  aggregate face amount of the Certificates of such series which
                  may be authenticated and delivered under this Basic Agreement
                  (which limit shall not pertain to Certificates authenticated
                  and delivered upon registration of transfer of, or in exchange
                  for, or in lieu of, other Certificates of the series pursuant
                  to Sections 3.03, 3.04, 3.05(d) and 3.06);

            (4)   the Cut-off Date with respect to the Certificates of such
                  series and the related Trust;

            (5)   the Regular Distribution Dates applicable to the Certificates
                  of such series;

            (6)   the Special Distribution Dates applicable to the Certificates
                  of such series;

            (7)   if other than as provided in Section 3.04 or Section 7.12(b),
                  the Registrar or the Paying Agent for the Certificates of such
                  series, including any Co-Registrar or additional Paying Agent;

            (8)   if other than as provided in Section 3.01, the denominations
                  in which the Certificates of such series shall be issuable;

                                       15
<PAGE>
            (9)   if other than United States dollars, the currency or
                  currencies (including composite currencies or currency units)
                  in which the Certificates of such series shall be denominated
                  or payable, in whole or in part;

            (10)  the specific form of the Certificates of such series
                  (including the interest rate applicable thereto) and whether
                  or not Certificates of such series are to be issued as
                  Book-Entry Certificates and, if such Certificates are to be
                  Book-Entry Certificates, the form of Letter of
                  Representations, if any (or, in the case of any Certificates
                  denominated or payable in a currency other than United States
                  dollars and if other than as provided in Section 3.05, whether
                  and the circumstances under which beneficial owners of
                  interests in such Certificates in permanent global form may
                  exchange such interests for Certificates of such series and of
                  like tenor of any authorized form and denomination);

            (11)  a description of the Equipment Notes, and, if applicable, of
                  any notes issued by a trust or other entity secured by
                  Equipment Notes, to be acquired and held in the Trust formed
                  by such Trust Supplement and of the related Aircraft, if
                  determined, and Note Documents, if determined;

            (12)  provisions with respect to the terms for which the definitions
                  set forth in Article I hereof or the terms of any Section
                  hereof, including Section 11.01 hereof, permit or require
                  further specification in the related Trust Supplement;

            (13)  any restrictions (including legends) in respect of ERISA or
                  tax matters;

            (14)  the acceptance of appointment by the institution named to act
                  as Trustee with respect to such Trust, if different from the
                  institution executing this Basic Agreement or its successor;

            (15)  whether such series will be subject to an Intercreditor
                  Agreement and, if so, the specific designation of such
                  Intercreditor Agreement and the rights of Potential Purchasers
                  upon the occurrence of a Triggering Event;

            (16)  whether such series will have the benefit of a Liquidity
                  Facility or any interest rate swap, interest rate cap, option,
                  forward contract or other derivative contract or similar
                  agreement or arrangement and, if so, any terms appropriate
                  thereto;

            (17)  whether the Parent will guarantee the obligations of the
                  Company under any Equipment Notes or any Leases related to
                  Equipment Notes to be acquired and held in the Trust formed by
                  such Trust Supplement and, if so, the specific form of such
                  Parent Guarantee or Parent Guarantees and a statement that the
                  Parent shall be an "obligor" as such term is defined in and
                  solely for purposes of the Trust Indenture Act

                                       16
<PAGE>
                  and shall be required to comply with those provisions of this
                  Agreement compliance with which is required by an "obligor"
                  under the Trust Indenture Act;

            (18)  whether there will be a deposit agreement, escrow agreement or
                  other arrangement prior to the delivery of one or more
                  Aircraft or the commencement of the Lease in respect of one or
                  more Aircraft and, if so, any terms appropriate thereto;

            (19)  the extent, if any, to which the Company may acquire
                  Certificates and deliver such Certificates or cash to the
                  respective Trusts and obtain the release of Equipment Notes or
                  other Trust Property held by such Trusts;

            (20)  if the Certificates of such series are to be issued in bearer
                  form, the forms thereof and any other special terms relating
                  thereto;

            (21)  the "Responsible Party" for purposes of directing the Trustee
                  to make Specified Investments; and

            (22)  any other terms of the Certificates of such series or any
                  related Parent Guarantee (which terms shall not be
                  inconsistent with the provisions of the Trust Indenture Act
                  but may modify, amend, supplement or delete any of the terms
                  of this Basic Agreement), including any terms of the
                  Certificates of such series which may be required or advisable
                  under United States laws or regulations or advisable (as
                  determined by the Company) in connection with the marketing of
                  Certificates of the series.

            (c) At any time and from time to time after the execution and
delivery of this Basic Agreement and a Trust Supplement forming a Trust and
establishing the terms of Certificates of a series, Certificates of such series
shall be executed, authenticated and delivered by the Trustee to the Person or
Persons specified by the Company upon request of the Company and upon
satisfaction or waiver of any conditions precedent set forth in such Trust
Supplement or in any other document to which a Trustee is a party relating to
the issuance of the Certificates of such series.

            Section 2.02. Acquisition of Equipment Notes. (a) Unless otherwise
specified in the related Trust Supplement, on or prior to the Issuance Date of
the Certificates of a series, the Trustee shall execute and deliver the related
Note Purchase Agreements in the form delivered to the Trustee by the Company.
Unless otherwise specified in the related Trust Supplement, the Trustee shall
issue and sell such Certificates, in authorized denominations and in such
Fractional Undivided Interests, so as to result in the receipt of consideration
in an amount equal to the aggregate purchase price of the Equipment Notes
(and/or, if applicable, any notes issued by a trust or other entity secured by
Equipment Notes) contemplated to be purchased by the Trustee under the related
Note Purchase Agreements and, concurrently therewith (unless the Company shall
have delivered to the Trustee the Postponement Notice relating to one or more
Postponed Notes pursuant to Subsection (b) below), the Trustee shall purchase,
pursuant to the terms and conditions of the Note Purchase Agreements,

                                       17
<PAGE>
such Equipment Notes (except Postponed Notes, if any)(or other notes) at a
purchase price equal to the amount of such consideration so received. Except as
provided in Sections 3.03, 3.04, 3.05 and 3.06 hereof, the Trustee shall not
execute, authenticate or deliver Certificates of such series in excess of the
aggregate amount specified in this paragraph. The provisions of this Subsection
(a) are subject to the provisions of Subsection (b) below.

            (b) If on or prior to the Issuance Date with respect to a series of
Certificates the Company shall deliver to the Trustee a Postponement Notice
relating to one or more Postponed Notes, the Trustee shall postpone the purchase
of such Postponed Notes and shall deposit into an escrow account (as to the
related Trust, the "Escrow Account") to be maintained as part of the related
Trust an amount equal to the purchase price of such Postponed Notes (the
"Escrowed Funds"). The portion of the Escrowed Funds so deposited with respect
to any particular Postponed Notes shall be invested (a) by the Trustee at the
direction and risk of, and for the benefit of, the Responsible Party in
Specified Investments or (b) if provided in the Trust Supplement relating to
such series of Certificates and subject to the terms and conditions set forth
therein, in debt instruments of the Company, in each case (i) maturing no later
than any scheduled Transfer Date relating to such Postponed Notes, or (ii) if no
such Transfer Date has been scheduled, maturing on the next Business Day, or
(iii) if subsequent to the giving of the applicable Postponement Notice the
Company has given notice to the Trustee that such Postponed Notes will not be
issued, maturing on the next applicable Special Distribution Date, if such
investments are reasonably available for purchase. The Trustee shall make
withdrawals from the Escrow Account only as provided in this Agreement. Upon
request of the Company on one or more occasions and the satisfaction or waiver
of the closing conditions specified in the applicable Note Purchase Agreements
on or prior to the related Cut-off Date, the Trustee shall purchase the
applicable Postponed Notes, on the terms specified in such Note Purchase
Agreements, with the Escrowed Funds withdrawn from the Escrow Account.

            The Trustee shall hold all Specified Investments until the maturity
thereof and will not sell or otherwise transfer Specified Investments. If
Specified Investments held in an Escrow Account mature prior to any applicable
Transfer Date, any proceeds received on the maturity of such Specified
Investments (other than any earnings thereon) shall be reinvested by the Trustee
at the written direction and risk of, and for the benefit of, the Responsible
Party in Specified Investments maturing as provided in the preceding paragraph.

            Subject to the provisions of the Intercreditor Agreement, any
earnings on Specified Investments received from time to time by the Trustee
shall be promptly distributed to the Responsible Party. The Responsible Party
shall pay to the Trustee for deposit to the relevant Escrow Account an amount
equal to any net losses on any Specified Investments made at its direction and
risk as incurred. On any Regular Distribution Date in respect of the
Certificates of any series occurring prior to the date of purchase of any
Postponed Notes by the Trustee, the Responsible Party will pay (in immediately
available funds) to the Trustee an amount equal to the interest that would have
accrued on such Postponed Notes if such Postponed Notes had been purchased on
the later of the Issuance Date or the previous Regular Distribution Date in
respect of the Certificates of such series to, but not including, such Regular
Distribution Date. On the first Regular Distribution Date

                                       18
<PAGE>
in respect of the Certificates of any series following the purchase of any
Postponed Notes by the Trustee, the Responsible Party will pay (in immediately
available funds) to the Trustee an amount equal to the interest that would have
accrued on such Postponed Notes if such Postponed Notes had been purchased on
the later of the Issuance Date or the previous Regular Distribution Date in
respect of the Certificates of such series to, but not including, the date of
the purchase of such Postponed Notes by the Trustee.

            If, in respect of the Certificates of any series, the Company
notifies the Trustee prior to the Cut-off Date that any Postponed Notes will not
be issued on or prior to the Cut-off Date for any reason, on the next Special
Distribution Date for such Certificates occurring not less than 15 days
following the date of such notice, (i) the Responsible Party shall pay (in
immediately available funds) to the Trustee for deposit in the related Special
Payments Account, an amount equal to the interest that would have accrued on the
Postponed Notes designated in such notice from the later of the Issuance Date or
the previous Regular Distribution Date in respect of the Certificates of such
series to, but not including, such Special Distribution Date and (ii) the
Trustee shall transfer an amount equal to that amount of Escrowed Funds that
would have been used to purchase the Postponed Notes designated in such notice
and the amount paid by the Responsible Party pursuant to the immediately
preceding clause (i) to the related Special Payments Account for distribution as
a Special Payment in accordance with the provisions hereof.

            If, on such Cut-off Date, an amount equal to less than all of the
Escrowed Funds (other than Escrowed Funds referred to in the immediately
preceding paragraph) has been used to purchase Postponed Notes, on the next
Special Distribution Date occurring not less than 15 days following such Cut-off
Date (i) the Responsible Party shall pay to the Trustee for deposit in such
Special Payments Account, in immediately available funds, an amount equal to the
interest that would have accrued on such Postponed Notes contemplated to be
purchased with such unused Escrowed Funds (other than Escrowed Funds referred to
in the immediately preceding paragraph) but not so purchased from the later of
the Issuance Date or the previous Regular Distribution Date in respect of the
Certificates of such series to, but not including, such Special Distribution
Date and (ii) the Trustee shall transfer such unused Escrowed Funds and the
amount paid by the Responsible Party pursuant to the immediately preceding
clause (i) to such Special Payments Account for distribution as a Special
Payment in accordance with the provisions hereof.

            Section 2.03. Acceptance by Trustee. The Trustee, by the execution
and delivery of a Trust Supplement creating a Trust and establishing a series of
Certificates, shall acknowledge its acceptance of all right, title and interest
in and to the Trust Property to be acquired pursuant to Section 2.02 hereof and
the related Note Purchase Agreements and shall declare that the Trustee holds
and will hold such right, title and interest for the benefit of all then present
and future Certificateholders of such series, upon the trusts herein and in such
Trust Supplement set forth. By the acceptance of each Certificate of such series
issued to it under this Agreement, each initial Holder of such series as grantor
of such Trust shall thereby join in the creation and declaration of such Trust.
No Certificateholder of any series shall have legal title to any part of the
Trust Property of the related Trust.

                                       19
<PAGE>
            Section 2.04. Limitation of Powers. Each Trust shall be constituted
solely for the purpose of making the investment in the Equipment Notes provided
for in the related Trust Supplement, and, except as set forth herein or in such
related Trust Supplement, the Trustee shall not be authorized or empowered to
acquire any other investments or engage in any other activities. Except to the
extent otherwise provided in the applicable Trust Supplement, the Trustee shall
not be authorized or empowered to do anything that would cause such Trust to
fail to qualify as a "grantor trust" for federal income tax purposes (including
as subject to this restriction, acquiring any Aircraft (as defined in the
related Indentures) by bidding such Equipment Notes or otherwise, or taking any
action with respect to any such Aircraft once acquired).

                                   ARTICLE III

                                THE CERTIFICATES

            Section 3.01. Form, Denomination and Execution of Certificates.
Except to the extent otherwise specified in the applicable Trust Supplement, the
Certificates of each series shall be issued in fully registered form without
coupons and shall be substantially in the form specified in such Trust
Supplement, with such omissions, variations and insertions as are permitted by
this Agreement, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with any applicable laws, rules, regulations or the rules of
any securities exchange on which such Certificates may be listed or to conform
to any usage in respect thereof, or as may, consistently herewith, be determined
by the Trustee or the officers executing such Certificates, as evidenced by the
Trustee's or such officers' execution of the Certificates.

            Except as provided in Section 3.05, the definitive Certificates of
such series shall be typed, printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner permitted by
the rules of any securities exchange on which the Certificates may be listed,
all as determined by the officers executing such Certificates, as evidenced by
their execution of such Certificates.

            Except as otherwise provided in the related Trust Supplement, the
Certificates of each series shall be issued in minimum denominations of $1,000
or integral multiples thereof except that one Certificate of such series may be
issued in a different denomination. The Certificates of such series shall be
executed on behalf of the Trustee by manual or facsimile signature of a
Responsible Officer of the Trustee. Certificates of any series bearing the
manual or facsimile signature of an individual who was, at the time when such
signature was affixed, authorized to sign on behalf of the Trustee shall be
valid and binding obligations of the Trustee, notwithstanding that such
individual has ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such office at the date of such
Certificates.

                                       20
<PAGE>
            Section 3.02. Authentication of Certificates. (a) Except to the
extent otherwise specified in the applicable Trust Supplement, on the Issuance
Date, the Trustee shall duly execute, authenticate and deliver Certificates of
each series in authorized denominations equaling in the aggregate the aggregate
face amount of the Equipment Notes that may be purchased by the Trustee pursuant
to the related Note Purchase Agreements, and evidencing the entire ownership of
the related Trust. Thereafter, the Trustee shall duly execute, authenticate and
deliver the Certificates of such series as herein provided.

            (b) No Certificate of any series shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form set forth
in the Trust Supplement relating to such series of Certificates executed by the
Trustee by manual signature, and such certificate of authentication upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates of any series shall be dated the date of their authentication.

            Section 3.03. Temporary Certificates. Until definitive Certificates
are ready for delivery, the Trustee shall execute, authenticate and deliver
temporary Certificates of each series. Temporary Certificates of each series
shall be substantially in the form of definitive Certificates of such series but
may have insertions, substitutions, omissions and other variations determined to
be appropriate by the officers executing the temporary Certificates of such
series, as evidenced by their execution of such temporary Certificates. If
temporary Certificates of any series are issued, the Trustee will cause
definitive Certificates of such series to be prepared without unreasonable
delay. After the preparation of definitive Certificates of such series, the
temporary Certificates shall be exchangeable for definitive Certificates upon
surrender of such temporary Certificates at the Corporate Trust Office or the
office or agency of the Trustee designated for such purpose pursuant to Section
7.12, without charge to the Certificateholder. Upon surrender for cancellation
of any one or more temporary Certificates, the Trustee shall execute,
authenticate and deliver in exchange therefor a like face amount of definitive
Certificates of like series, in authorized denominations and of a like
Fractional Undivided Interest. Until so exchanged, such temporary Certificates
shall be entitled to the same benefits under this Agreement as definitive
Certificates of such series.

            Section 3.04. Transfer and Exchange. The Trustee shall cause to be
kept at the office or agency to be maintained by it in accordance with the
provisions of Section 7.12 a register (the "Register") for each series of
Certificates in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates of
such series and of transfers and exchanges of such Certificates as herein
provided. The Trustee shall initially be the registrar (the "Registrar") for the
purpose of registering such Certificates of each series and transfers and
exchanges of such Certificates as herein provided.

            All Certificates issued upon any registration of transfer or
exchange of Certificates of any series shall be valid obligations of the
applicable Trust, evidencing the same interest therein, and

                                       21
<PAGE>
entitled to the same benefits under this Agreement, as the Certificates of such
series surrendered upon such registration of transfer or exchange.

            Upon surrender for registration of transfer of any Certificate at
the Corporate Trust Office or such other office or agency, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of like series, in authorized
denominations of a like aggregate Fractional Undivided Interest.

            At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of like series, in authorized denominations and of a like
aggregate Fractional Undivided Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute, authenticate and deliver
the Certificates that the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of transfer
or exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar duly executed by
the Certificateholder thereof or its attorney duly authorized in writing.

            Except to the extent otherwise provided in the applicable Trust
Supplement, no service charge shall be made to a Certificateholder for any
registration of transfer or exchange of Certificates, but the Trustee shall
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates. All
Certificates surrendered for registration of transfer or exchange shall be
cancelled and subsequently destroyed by the Trustee.

            Section 3.05. Book-Entry and Definitive Certificates. (a) Except for
one Certificate of each series that may be issued in a denomination of other
than an even multiple of $1,000, the Certificates of any series may be issued at
the option of the Company in the form of one or more typewritten Certificates
representing the Book-Entry Certificates of such series, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Company. In such case, the Certificates of such series delivered to The
Depository Trust Company shall initially be registered on the Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no
Certificate Owner will receive a definitive certificate representing such
Certificate Owner's interest in the Certificates of such series, except as
provided in Subsection (d) below. As to the Certificates of any such series
(other than the one Certificate or such series issued in a denomination of other
than an even multiple of $1,000), unless and until definitive, fully registered
Certificates (the "Definitive Certificates") have been issued pursuant to
Subsection (d) below:

            (1)   the provisions of this Section 3.05 shall be in full force and
                  effect;

            (2)   the Company, the Paying Agent, the Registrar and the Trustee
                  may deal with the Clearing Agency for all purposes (including
                  the making of distributions on the Certificates);

                                       22
<PAGE>
            (3)   to the extent that the provisions of this Section 3.05
                  conflict with any other provisions of this Agreement (other
                  than the provisions of any Trust Supplement expressly amending
                  this Section 3.05 as permitted by this Basic Agreement), the
                  provisions of this Section 3.05 shall control;

            (4)   the rights of Certificate Owners shall be exercised only
                  through the Clearing Agency and shall be limited to those
                  established by law and agreements between such Certificate
                  Owners and the Clearing Agency Participants; and until
                  Definitive Certificates are issued pursuant to Subsection (d)
                  below, the Clearing Agency will make book-entry transfers
                  among the Clearing Agency Participants and receive and
                  transmit distributions of principal, interest and premium, if
                  any, on the Certificates to such Clearing Agency Participants;

            (5)   such Certificates of such series may be transferred in whole,
                  but not in part, and in the manner provided in Section 3.04,
                  by the Clearing Agency holding such Certificates to a nominee
                  of such Clearing Agency, or by such Clearing Agency to a
                  successor Clearing Agency that has been selected or approved
                  by the Company or to a nominee of such successor Clearing
                  Agency; and

            (6)   whenever this Agreement requires or permits actions to be
                  taken based upon instructions or directions of
                  Certificateholders of such series holding Certificates of such
                  series evidencing a specified percentage of the Fractional
                  Undivided Interests in the related Trust, the Clearing Agency
                  shall be deemed to represent such percentage only to the
                  extent that it has received instructions to such effect from
                  Clearing Agency Participants owning or representing,
                  respectively, such required percentage of the beneficial
                  interest in Certificates of such series and has delivered such
                  instructions to the Trustee. None of the Company, the Parent
                  or the Trustee or any agent of any of them shall have any
                  obligation to determine whether the Clearing Agency has in
                  fact received any such instructions.

            (b) Whenever notice or other communication to the Certificateholders
of a series is required under this Agreement, unless and until Definitive
Certificates shall have been issued pursuant to Subsection (d) below, the
Trustee shall give all such notices and communications specified herein to be
given to Certificateholders of such series to the Clearing Agency.

            (c) Except as otherwise provided in the related Trust Supplement,
the Trustee shall enter into the applicable Letter of Representations with
respect to each series of Certificates and fulfill its responsibilities
thereunder.

            (d) If with respect to the Certificates of any series (i) the
Company advises the Trustee in writing that the Clearing Agency is no longer
willing or able to discharge properly its responsibilities and the Trustee or
the Company is unable to locate a qualified successor, (ii) the Company, at its
option, advises the Trustee in writing that it elects to terminate the
book-entry

                                       23
<PAGE>
system through the Clearing Agency or (iii) after the occurrence of an Event of
Default, Certificate Owners of Book-Entry Certificates of such series evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in the related Trust, by Act of such Certificate Owners delivered to the Company
and the Trustee, advise the Company, the Trustee and the Clearing Agency through
the Clearing Agency Participants in writing that the continuation of a
book-entry system through the Clearing Agency Participants is no longer in the
best interests of the Certificate Owners of such series, then the Trustee shall
notify all Certificate Owners of such series, through the Clearing Agency, of
the occurrence of any such event and of the availability of Definitive
Certificates. Upon surrender to the Trustee of all the Certificates of such
series held by the Clearing Agency, accompanied by registration instructions
from the Clearing Agency Participants for registration of Definitive
Certificates in the names of Certificate Owners of such series, the Trustee
shall issue and deliver the Definitive Certificates of such series in accordance
with the instructions of the Clearing Agency. Neither the Company, the
Registrar, the Paying Agent nor the Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such registration instructions. Upon the issuance of
Definitive Certificates of such series, the Trustee shall recognize the Persons
in whose names the Definitive Certificates are registered in the Register as
Certificateholders hereunder. Neither the Company nor the Trustee shall be
liable if the Trustee or the Company is unable to locate a qualified successor
Clearing Agency.

            (e) The provisions of this Section 3.05 may be made inapplicable to
any series or may be amended with respect to any series in the related Trust
Supplement.

            Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Registrar, or the Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Registrar and the Trustee such
security, indemnity or bond as may be required by them to save each of them and
the Company harmless, then, in the absence of notice to the Registrar or the
Trustee that such destroyed, lost or stolen Certificate has been acquired by a
protected purchaser (within the meaning of Article 8 of the Uniform Commercial
Code in effect in any applicable jurisdiction), and provided that the
requirements of Section 8-405 of the Uniform Commercial Code in effect in any
applicable jurisdiction are met, the Trustee shall execute, authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate or Certificates of like series, in
authorized denominations and of like Fractional Undivided Interest and bearing a
number not contemporaneously outstanding.

            In connection with the issuance of any new Certificate under this
Section 3.06, the Trustee shall require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Registrar) connected therewith.

            Any duplicate Certificate issued pursuant to this Section 3.06 shall
constitute conclusive evidence of the appropriate Fractional Undivided Interest
in the related Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

                                       24
<PAGE>
            The provisions of this Section 3.06 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Certificates.

            Section 3.07. Persons Deemed Owners. Prior to due presentment of a
Certificate for registration of transfer, the Company, the Trustee, the
Registrar and any Paying Agent shall deem and treat the Person in whose name any
Certificate is registered (as of the day of determination) on the Register as
the owner of such Certificate and the Certificateholder for the purpose of
receiving distributions pursuant to Article IV and for all other purposes
whatsoever, and none of the Company, the Trustee, the Registrar or any Paying
Agent shall be affected by any notice to the contrary. All payments or
distributions made to any such Person shall be valid and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable on any such Certificate.

            Unless otherwise provided with respect to any Certificates pursuant
to Section 2.01(b), the Company, the Parent, any other obligor upon any
Certificates and any Affiliate of any thereof may acquire, tender for, purchase,
own, hold, become the pledgee of and otherwise deal with any Certificates.

            Section 3.08. Cancellation. All Certificates surrendered for payment
or transfer or exchange shall, if surrendered to the Trustee or any agent of the
Trustee other than the Registrar, be delivered to the Registrar for cancellation
and shall promptly be cancelled by it. No Certificates shall be authenticated in
lieu of or in exchange for any Certificates cancelled as provided in this
Section 3.08, except as expressly permitted by this Agreement. All cancelled
Certificates held by the Registrar shall be destroyed and a certification of
their destruction delivered to the Trustee.

            Section 3.09. Limitation of Liability for Payments. All payments and
distributions made to Certificateholders of any series in respect of the
Certificates of such series shall be made only from the Trust Property of the
related Trust and only to the extent that the Trustee shall have sufficient
income or proceeds from such Trust Property to make such payments in accordance
with the terms of Article IV of this Agreement. The Certificates do not
represent indebtedness of the related Trusts, and references herein or in any
Trust Supplement to interest accruing on any Certificates are intended for
purposes of computation only. Each Certificateholder, by its acceptance of a
Certificate, agrees that it will look solely to the income and proceeds from the
Trust Property of the related Trust for any payment or distribution due to such
Certificateholder pursuant to the terms of this Agreement and that it will not
have any recourse to the Company, the Trustee, the Loan Trustees, any Owner
Trustee or any Owner Participant except as otherwise expressly provided in this
Agreement, in any Note Document or in any related Intercreditor Agreement.

            The Company is a party to this Agreement solely for purposes of
meeting the requirements of the Trust Indenture Act, and therefore shall not
have any right, obligation or liability hereunder, or under the terms of any
Trust Supplement or any Certificates (except as otherwise expressly provided
herein or therein).

                                       25
<PAGE>
            Section 3.10. CUSIP Numbers. The Certificates may include "CUSIP"
numbers (if then generally in use), and if so, the Trustee may use the CUSIP
numbers in notices in respect of the Certificates; provided, however, that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Certificates, that
reliance may be placed only on the other identification numbers printed on the
Certificates, and any such notice shall not be affected by any defect or
omission of such CUSIP numbers.

                                   ARTICLE IV

                 DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

            Section 4.01. Certificate Account and Special Payments Account. (a)
The Trustee shall establish and maintain on behalf of the Certificateholders of
each series a Certificate Account as one or more non-interest-bearing accounts.
The Trustee shall hold such Certificate Account in trust for the benefit of the
Certificateholders of such series, and shall make or permit withdrawals
therefrom only as provided in this Agreement or any Intercreditor Agreement. On
each day when a Scheduled Payment is made to the Trustee or the Subordination
Agent, as the case may be, as holder of the Equipment Notes issued under the
related Indenture, with respect to the Certificates of any series, the Trustee,
upon receipt of the payments to it, shall immediately deposit the aggregate
amount of such Scheduled Payment in the applicable Certificate Account.

            (b) The Trustee shall establish and maintain on behalf of the
Certificateholders of each series a Special Payments Account as one or more
accounts, which shall be non-interest bearing except as provided in Section
4.04. The Trustee shall hold the Special Payments Account in trust for the
benefit of the Certificateholders of such series and shall make or permit
withdrawals therefrom only as provided in this Agreement or any Intercreditor
Agreement. On each day when one or more Special Payments are made to the Trustee
or the Subordination Agent, as the case may be, as holder of the Equipment Notes
issued under the related Indenture or to the Trustee pursuant to the last two
paragraphs of Section 2.02(b) with respect to the Certificates of any series,
the Trustee, upon receipt of the payments to it, shall immediately deposit the
aggregate amount of such Special Payments in the applicable Special Payments
Account.

            (c) The Trustee shall present (or, if applicable, cause the
Subordination Agent to present) to the Loan Trustee to which an Equipment Note
relates such Equipment Note on the date of its stated final maturity or, in the
case of any Equipment Note which is to be redeemed or purchased in whole
pursuant to the related Indenture, on the applicable redemption or purchase date
under such Indenture.

            Section 4.02. Distributions from Certificate Account and Special
Payments Account. (a) Subject to the provisions of any Intercreditor Agreement,
on each Regular Distribution Date with respect to a series of Certificates or as
soon thereafter as the Trustee has confirmed receipt of the payment of all or
any part of the Scheduled Payments due on the Equipment Notes held in the
related

                                       26
<PAGE>
Trust on such date, the Trustee shall distribute out of the applicable
Certificate Account the entire amount deposited therein pursuant to Section
4.01(a). There shall be so distributed to each Certificateholder of record of
such series on the Record Date with respect to such Regular Distribution Date
(other than as provided in Section 11.01 concerning the final distribution) by
check mailed to such Certificateholder, at the address appearing in the
Register, such Certificateholder's pro rata share (based on the aggregate
Fractional Undivided Interest in the related Trust held by such
Certificateholder) of the total amount in the applicable Certificate Account,
except that, with respect to Certificates registered on the Record Date in the
name of a Clearing Agency (or its nominee), such distribution shall be made by
wire transfer in immediately available funds to the account designated by such
Clearing Agency (or such nominee).

            (b) Subject to the provisions of any Intercreditor Agreement, on
each Special Distribution Date with respect to any Special Payment with respect
to a series of Certificates or as soon thereafter as the Trustee has confirmed
receipt of any Special Payments due on the Equipment Notes held in the related
Trust or realized upon the sale of such Equipment Notes, the Trustee shall
distribute out of the applicable Special Payments Account the entire amount of
such applicable Special Payment deposited therein pursuant to Section 4.01(b).
There shall be so distributed to each Certificateholder of record of such series
on the Record Date with respect to such Special Distribution Date (other than as
provided in Section 11.01 concerning the final distribution) by check mailed to
such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the aggregate Fractional Undivided
Interest in the related Trust held by such Certificateholder) of the total
amount in the applicable Special Payments Account on account of such Special
Payment, except that, with respect to Certificates registered on the Record Date
in the name of a Clearing Agency (or its nominee), such distribution shall be
made by wire transfer in immediately available funds to the account designated
by such Clearing Agency (or such nominee).

            (c) The Trustee shall, at the expense of the Company, cause notice
of each Special Payment with respect to a series of Certificates to be mailed to
each Certificateholder of such series at his address as it appears in the
Register. Subject to the provisions of any Intercreditor Agreement: (i) in the
event of redemption or purchase of Equipment Notes held in the related Trust,
such notice shall be mailed not less than 15 days prior to the Special
Distribution Date for the Special Payment resulting from such redemption or
purchase, which Special Distribution Date shall be the date of such redemption
or purchase; (ii) in the event that the Trustee receives a notice from the
Company pursuant to Section 2.02(b) that Postponed Notes will not be purchased
by the Trustee, such notice of Special Payment shall be mailed as soon as
practicable after receipt of such notice from the Company and shall state the
Special Distribution Date for such Special Payment, which shall occur 15 days
after the date of such notice of Special Payment or (if such 15th day is not
practicable) as soon as practicable thereafter; (iii) in the event that any
Special Payment is to be made pursuant to the last paragraph of Section 2.02(b),
such notice of Special Payment shall be mailed on the Cut-off Date (or, if such
mailing on the Cut-off Date is not practicable, as soon as practicable after the
Cut-off Date) and shall state the Special Distribution Date for such Special
Payment, which shall occur 15 days after the date of such notice of Special
Payment or (if such 15th day is not practicable) as soon as practicable
thereafter; and (iv) in the case of any other Special Payments, such notice of

                                       27
<PAGE>
Special Payment shall be mailed as soon as practicable after the Trustee has
confirmed that it has received funds for such Special Payment and shall state
the Special Distribution Date for such Special Payment, which shall occur 15
days after the date of such notice of Special Payment or (if such 15th day is
not practicable) as soon as practicable thereafter. Notices mailed by the
Trustee as provided in the paragraphs above shall set forth:

            (i) the Special Distribution Date and the Record Date therefor
(except as otherwise provided in Section 11.01);

            (ii) the amount of the Special Payment (taking into account any
payment to be made by the Responsible Party pursuant to Section 2.02(b)) for
each $1,000 face amount Certificate and the amount thereof constituting
principal, premium, if any, and interest;

            (iii) the reason for the Special Payment; and

            (iv) if the Special Distribution Date is the same date as a Regular
Distribution Date for the Certificates of such series, the total amount to be
received on such date for each $1,000 face amount Certificate.

            If the amount of premium, if any, payable upon the redemption or
purchase of an Equipment Note has not been calculated at the time that the
Trustee mails notice of a Special Payment, it shall be sufficient if the notice
sets forth the other amounts to be distributed and states that any premium
received will also be distributed.

            If any redemption or purchase of the Equipment Notes held in any
Trust is cancelled, the Trustee, as soon as possible after learning thereof,
shall cause notice thereof to be mailed to each Certificateholder of the related
series at its address as it appears on the Register.

            Section 4.03. Statements to Certificateholders. (a) On each Regular
Distribution Date and Special Distribution Date, the Trustee will include with
each distribution to Certificateholders of the related series a statement,
giving effect to the distribution to be made on such Regular Distribution Date
or Special Distribution Date, and, except to the extent otherwise provided in
the applicable Trust Supplement, setting forth the following information (per
$1,000 aggregate face amount of Certificate as to (i) and (ii) below):

            (i) the amount of such distribution allocable to principal and the
amount allocable to premium, if any;

            (ii) the amount of such distribution allocable to interest; and

            (iii) the Pool Balance and the Pool Factor of the related Trust.

                                       28
<PAGE>
            With respect to the Certificates registered in the name of a
Clearing Agency or its nominee, on the Record Date prior to each Regular
Distribution Date and Special Distribution Date, the Trustee will request from
the Clearing Agency a securities position listing setting forth the names of all
the Clearing Agency Participants reflected on the Clearing Agency's books as
holding interests in the Certificates on such Record Date. On each Regular
Distribution Date and Special Distribution Date, the applicable Trustee will
mail to each such Clearing Agency Participant the statement described above and
will make available additional copies as requested by such Clearing Agency
Participants for forwarding to holders of interests in the Certificates.

            (b) Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, except to the
extent otherwise provided in the applicable Trust Supplement, the Trustee shall
furnish to each Person who at any time during such calendar year was a
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i) and (a)(ii) above with respect to the
related Trust for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for the
applicable portion of such year, and such other items as are readily available
to the Trustee and which a Certificateholder may reasonably request as necessary
for the purpose of such Certificateholder's preparation of its federal income
tax returns. With respect to Certificates registered in the name of a Clearing
Agency or its nominee, such statement and such other items shall be prepared on
the basis of information supplied to the Trustee by the Clearing Agency
Participants and shall be delivered by the Trustee to such Clearing Agency
Participants to be available for forwarding by such Clearing Agency Participants
to the holders of interests in the Certificates.

            Section 4.04. Investment of Special Payment Moneys. Any money
received by the Trustee pursuant to Section 4.01(b) representing a Special
Payment which is not distributed on the date received shall, to the extent
practicable, be invested by the Trustee in Permitted Investments selected by the
Company in telephonic (confirmed in writing) or written instructions to the
Trustee pending distribution of such Special Payment pursuant to Section 4.02.
Any investment made pursuant to this Section 4.04 shall be in such Permitted
Investments having maturities not later than the date that such moneys are
required to be used to make the payment required under Section 4.02 on the
applicable Special Distribution Date and the Trustee shall hold any such
Permitted Investments until maturity. Absent receipt of instructions from the
Company, such Special Payment shall remain uninvested by the Trustee pending
receipt of investment instructions. The Trustee shall have no liability with
respect to any investment made pursuant to this Section 4.04, other than by
reason of the willful misconduct or negligence of the Trustee. All income and
earnings from such investments shall be distributed on such Special Distribution
Date as part of such Special Payment.

                                       29
<PAGE>
                                    ARTICLE V

                                   THE COMPANY

            Section 5.01. Maintenance of Corporate Existence. The Company, at
its own cost and expense, will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights and
franchises, except as otherwise specifically permitted in Section 5.02;
provided, however, that the Company shall not be required to preserve any right
or franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

            Section 5.02. Consolidation, Merger, Etc. (a) The Company shall not
consolidate with or merge into any other Person under circumstances where the
Company is not the surviving Person or convey, transfer or lease substantially
all of its assets as an entirety to any Person unless the Person formed by such
consolidation or into which the Company is merged or the Person that acquires by
conveyance, transfer or lease substantially all of the assets of the Company as
an entirety shall be organized and validly existing under the laws of the United
States of America or any state thereof or the District of Columbia, and such
Person shall execute and deliver to the Trustee an agreement in form and
substance reasonably satisfactory to the Trustee containing an assumption by
such successor Person of the due and punctual performance and observance of each
covenant and condition of this Agreement.

            (b) Upon any consolidation or merger, or any conveyance, transfer or
lease of substantially all of the assets of the Company as an entirety in
accordance with this Section 5.02, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Agreement with the
same effect as if such successor Person had been named as the Company herein.

            (c) The Trustee may receive an Officer's Certificate and an Opinion
of Counsel of the Company as conclusive evidence that any such consolidation,
merger, conveyance, transfer or lease, and any such assumption, complies with
the provisions of this Section 5.02.

                                   ARTICLE VI

                                     DEFAULT

            Section 6.01. Indenture Events of Default and Triggering Events. (a)
If in respect of any Trust, any Indenture Event of Default shall occur and be
continuing, then, and in each and every case, so long as such Indenture Event of
Default shall be continuing, and subject to the provisions of any Intercreditor
Agreement, the Trustee may vote all of the Equipment Notes issued under the
related Indenture and held in such Trust, and, upon the direction of the
Certificateholders holding

                                       30
<PAGE>
Certificates evidencing Fractional Undivided Interests in such Trust aggregating
not less than a majority in interest in such Trust, the Trustee shall vote not
less than a corresponding majority of such Equipment Notes in favor of directing
the Loan Trustee under such Indenture to declare the unpaid principal amount of
the Equipment Notes then outstanding to which such Indenture Event of Default
relates and accrued interest thereon to be due and payable under, and in
accordance with the provisions of, the relevant Indenture. In addition, if an
Indenture Event of Default shall have occurred and be continuing under any
Indenture, subject to the provisions of any Intercreditor Agreement, the Trustee
may in accordance with the relevant Indenture vote the Equipment Notes held in
the Trust to which such Indenture Event of Default relates to direct the Loan
Trustee regarding the exercise of remedies provided in such Indenture.

            (b) In addition, after an Indenture Event of Default shall have
occurred and be continuing with respect to any Equipment Note, subject to the
provisions of any Intercreditor Agreement and the applicable Trust Supplement,
the Trustee may in its discretion, and upon the direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the related Trust
shall, by such officer or agent as it may appoint, sell, convey, transfer and
deliver such Equipment Note or Equipment Notes, without recourse to or warranty
by the Trustee or any Certificateholder, to any Person. In any such case, the
Trustee shall sell, assign, contract to sell or otherwise dispose of and deliver
such Equipment Note or Equipment Notes in one or more parcels at public or
private sale or sales, at any location or locations at the option of the
Trustee, all upon such terms and conditions as it may reasonably deem advisable
and at such prices as it may reasonably deem advisable, for cash. If the Trustee
so decides or is required to sell or otherwise dispose of any Equipment Note
pursuant to this Section, the Trustee shall take such of the actions described
above as it may reasonably deem most effectual to complete the sale or other
disposition of such Equipment Note. Notwithstanding the foregoing, any action
taken by the Trustee under this Section shall not, in the reasonable judgment of
the Trustee, be adverse to the best interests of the Certificateholders of such
series.

            (c) If an Intercreditor Agreement is applicable, upon the occurrence
and during the continuation of any Indenture Event of Default under any
Indenture, the Trustee may, to the extent it is the Controlling Party at such
time (as determined pursuant to the related Intercreditor Agreement), direct the
exercise of remedies as provided in such related Intercreditor Agreement.

            (d) If an Intercreditor Agreement is applicable, by acceptance of
its Certificate, each Certificateholder agrees that at any time after the
occurrence and during the continuation of a Triggering Event, each
Certificateholder of Certificates of certain series (each, a "Potential
Purchaser" and, collectively, the "Potential Purchasers") may have certain
rights to purchase the Certificates of one or more other series, all as set
forth in the Trust Supplement applicable to the Certificates held by such
Potential Purchaser. The purchase price with respect to the Certificates of any
series, and the procedure for such purchase, shall be specified in such Trust
Supplement or the applicable Intercreditor Agreement. By acceptance of its
Certificate, each Certificateholder (each, a "Selling Certificateholder" and,
collectively, the "Selling Certificateholders") of a series that is subject to
purchase by Potential Purchasers, all as set forth in the Trust Supplement
applicable to the

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<PAGE>
Certificates held by the Selling Certificateholders, agrees that, at any time
after the occurrence and during the continuance of a Triggering Event, it will,
upon payment of the applicable purchase price by one or more Potential
Purchasers (upon such purchase, a "Purchasing Certificateholder"), forthwith
sell, assign, transfer and convey to such Purchasing Certificateholder (without
recourse, representation or warranty of any kind except for its own acts) all of
the right, title, interest and obligation of such Selling Certificateholder in
this Agreement, any related Intercreditor Agreement, any related Liquidity
Facility, the related Note Documents and all Certificates of such series held by
such Selling Certificateholder (excluding all right, title and interest under
any of the foregoing to the extent such right, title or interest is with respect
to an obligation not then due and payable as respects any action or inaction or
state of affairs occurring prior to such sale) and the Purchasing
Certificateholder shall assume all of such Selling Certificateholder's
obligations under this Agreement, any related Intercreditor Agreement, any
related Liquidity Facility and the related Note Documents. The Certificates of
such series will be deemed to be purchased on the date payment of the purchase
price is made notwithstanding the failure of any Selling Certificateholder to
deliver any Certificates of such series and, upon such a purchase, (i) the only
rights of the Selling Certificateholders will be to deliver the Certificates to
the Purchasing Certificateholder and receive the purchase price for such
Certificates of such series and (ii) if the Purchasing Certificateholder shall
so request, such Selling Certificateholder will comply with all of the
provisions of Section 3.04 hereof to enable new Certificates of such series to
be issued to the Purchasing Certificateholder in such denominations as it shall
request. All charges and expenses in connection with the issuance of any such
new Certificates shall be borne by the Purchasing Certificateholder.

            Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of
all or any part of the Equipment Notes held in the Trust made either under the
power of sale given under this Agreement or otherwise for the enforcement of
this Agreement, the following shall be applicable:

            (1)   Certificateholders and Trustee May Purchase Equipment Notes.
                  Any Certificateholder, the Trustee in its individual or any
                  other capacity or any other Person may bid for and purchase
                  any of the Equipment Notes held in the Trust, and upon
                  compliance with the terms of sale, may hold, retain, possess
                  and dispose of such Equipment Notes in their own absolute
                  right without further accountability.

            (2)   Receipt of Trustee Shall Discharge Purchaser. The receipt of
                  the Trustee making such sale shall be a sufficient discharge
                  to any purchaser for its purchase money, and, after paying
                  such purchase money and receiving such receipt, such purchaser
                  or its personal representative or assigns shall not be obliged
                  to see to the application of such purchase money, or be in any
                  way answerable for any loss, misapplication or non-application
                  thereof.

            (3)   Application of Moneys Received Upon Sale. Any moneys collected
                  by the Trustee upon any sale made either under the power of
                  sale given by this Agreement or otherwise for the enforcement
                  of this Agreement shall be applied as provided in Section
                  4.02. In the event that the proceeds of such sale of Equipment
                  Notes are less

                                       32
<PAGE>
                  than the principal amount of the Certificates of such series
                  Outstanding, the Certificateholders shall have no claim for
                  such shortfall against the Company, the Trustee or any other
                  Person including the related Owner Trustee or related Owner
                  Participant, if any.

            Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee
May Bring Suit. If there shall be a failure to make payment of the principal of,
premium, if any, or interest on any Equipment Note held in the related Trust, or
if there shall be any failure to pay Rent (as defined in the relevant Lease)
under any Lease when due and payable, then the Trustee, in its own name and as
trustee of an express trust, as holder of such Equipment Notes, to the extent
permitted by and in accordance with the terms of any related Intercreditor
Agreement and any related Note Documents (subject to rights of the applicable
Owner Trustee or Owner Participant, if any, to cure any such failure to pay
principal of, premium, if any, or interest on any Equipment Note or to pay Rent
under any Lease in accordance with the applicable Indenture and to the rights of
the Lessee under any applicable Lease), shall be entitled and empowered to
institute any suits, actions or proceedings at law, in equity or otherwise, for
the collection of the sums so due and unpaid on such Equipment Notes or under
such Lease and may prosecute any such claim or proceeding to judgment or final
decree with respect to the whole amount of any such sums so due and unpaid.

            All rights of action and of asserting claims under this Agreement,
or under any of the Certificates, may be prosecuted and enforced by the Trustee
without the possession of any of such Certificates or the production thereof in
any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Certificateholders of the related series.

            In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Agreement, any Trust
Supplement, any Intercreditor Agreement or any Liquidity Facility to which the
Trustee shall be a party) the Trustee shall be held to represent all the
Certificateholders of the related series, and it shall not be necessary to make
any such Certificateholders parties to any such proceedings.

            Section 6.04. Control by Certificateholders. Subject to Section 6.03
and any related Intercreditor Agreement, the Certificateholders holding
Certificates of a series evidencing Fractional Undivided Interests aggregating
not less than a majority in interest in the related Trust shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee with respect to such Trust or pursuant to the terms of
such Intercreditor Agreement or any Liquidity Facility to which such Trustee is
a party, or exercising any trust or power conferred on the Trustee under this
Agreement or such Intercreditor Agreement or Liquidity Facility, including any
right of the Trustee as Controlling Party under such Intercreditor Agreement or
as holder of the Equipment Notes held in the related Trust; provided that:

                                       33
<PAGE>
            (1)   such Direction shall not in the opinion of the Trustee be in
                  conflict with any rule of law or with this Agreement and would
                  not involve the Trustee in personal liability or expense;

            (2)   the Trustee shall not determine that the action so directed
                  would be unjustly prejudicial to the Certificateholders of
                  such series not taking part in such Direction;

            (3)   the Trustee may take any other action deemed proper by the
                  Trustee which is not inconsistent with such Direction; and

            (4)   if an Indenture Event of Default under a related Indenture
                  shall have occurred and be continuing, such direction shall
                  not obligate the Trustee to vote more than a corresponding
                  majority of the related Equipment Notes held by the Trust in
                  favor of directing any action by the related Loan Trustee with
                  respect to such Indenture Event of Default.

            Section 6.05. Waiver of Past Defaults. Subject to any related
Intercreditor Agreement, the Certificateholders holding Certificates of a series
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the related Trust (i) may on behalf of all of the
Certificateholders of such series waive any past default or Event of Default
hereunder and its consequences or (ii) if the Trustee is the Controlling Party,
may direct the Trustee to instruct the applicable Loan Trustee to waive any past
Indenture default, Indenture Event of Default or, if applicable, the
corresponding Lease default, under any related Indenture and its consequences,
and thereby annul any Direction given by such Certificateholders or the Trustee
to such Loan Trustee with respect thereto, except a default:

            (1)   in the deposit of any Scheduled Payment or Special Payment
                  under Section 4.01 or in the distribution of any payment under
                  Section 4.02 on the Certificates of a series; or

            (2)   in the payment of the principal of, premium, if any, or
                  interest, if any, on the Equipment Notes held in the related
                  Trust; or

            (3)   in respect of a covenant or provision hereof which under
                  Article IX hereof cannot be modified or amended without the
                  consent of each Certificateholder holding an Outstanding
                  Certificate of the series affected thereby.

            Upon any such waiver, such default shall cease to exist with respect
to the Certificates of such series and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose in respect of such series
and any direction given by the Trustee on behalf of the Certificateholders of
such series to the relevant Loan Trustee shall be annulled with respect thereto;
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. Upon any such waiver, the
Trustee shall vote the Equipment Notes issued

                                       34
<PAGE>
under the relevant Indenture to waive the corresponding Indenture Event of
Default (and, if applicable, the corresponding Lease default).

            Section 6.06. Right of Certificateholders to Receive Payments Not to
Be Impaired. Anything in this Agreement (including Section 6.07) to the contrary
notwithstanding, but subject to any related Intercreditor Agreement, the right
of any Certificateholder to receive distributions of payments required pursuant
to Section 4.02 hereof on the applicable Certificates when due, or to institute
suit for the enforcement of any such payment on or after the applicable Regular
Distribution Date or Special Distribution Date, shall not be impaired or
affected without the consent of such Certificateholder.

            Section 6.07. Certificateholders May Not Bring Suit Except Under
Certain Conditions. A Certificateholder of any series shall not have the right
to institute any suit, action or proceeding at law or in equity or otherwise
with respect to this Agreement for the appointment of a receiver or for the
enforcement of any other remedy under this Agreement, unless:

            (1)   such Certificateholder previously shall have given written
                  notice to the Trustee of a continuing Event of Default;

            (2)   Certificateholders holding Certificates of such series
                  evidencing Fractional Undivided Interests aggregating not less
                  than 25% of the related Trust shall have requested the Trustee
                  in writing to institute such action, suit or proceeding and
                  shall have offered to the Trustee indemnity as provided in
                  Section 7.03(e);

            (3)   the Trustee shall have refused or neglected to institute any
                  such action, suit or proceeding for 60 days after receipt of
                  such notice, request and offer of indemnity; and

            (4)   no direction inconsistent with such written request shall have
                  been given to the Trustee during such 60-day period by
                  Certificateholders holding Certificates of such series
                  evidencing Fractional Undivided Interests aggregating not less
                  than a majority in interest in the related Trust.

            Except to the extent provided in any applicable Intercreditor
Agreement or in any applicable Trust Supplement, it is understood and intended
that no one or more of the Certificateholders of any series shall have any right
in any manner whatsoever hereunder or under the related Trust Supplement or
under the Certificates of such series to (i) surrender, impair, waive, affect,
disturb or prejudice any property in the Trust Property of the related Trust, or
the lien of any related Indenture on any property subject thereto, or the rights
of the Certificateholders of such series or the holders of the related Equipment
Notes, (ii) obtain or seek to obtain priority over or preference with respect to
any other such Certificateholder of such series or (iii) enforce any right under
this Agreement, except in the manner provided in this Agreement and for the
equal, ratable and common benefit of all the Certificateholders of such series
subject to the provisions of this Agreement.

                                       35
<PAGE>
            Section 6.08. Remedies Cumulative. Every right or remedy given
hereunder to the Trustee or to any of the Certificateholders of any series shall
not be exclusive of any other right or remedy or remedies, and every such right
or remedy shall be cumulative and in addition to every other right or remedy
given hereunder or now or hereafter given by statute, law, equity or otherwise.
No delay or omission by the Trustee or of any such Certificateholder in the
exercise of any right, remedy or power or in the pursuance of any remedy shall
impair any such right, power or remedy or be construed to be a waiver of any
default on the part of the applicable Owner Trustee, if any, or the Company, as
the case may be, or to be an acquiescence therein.

            Section 6.09. Discontinuance of Proceedings. If the Trustee or any
Certificateholder of any Series institutes any proceeding to enforce any right,
power or remedy under the related Trust, and such proceeding is discontinued or
abandoned for any reason or is determined adversely to the Trustee or such
Certificateholder, then and in every such case the applicable Owner Trustee, if
any, and the applicable Indenture Trustee, the Trustee, the Certificateholders
of such Series and the Company shall, subject to any determination in such
proceeding, be restored to their former positions and rights under such Trust
with respect to the Trust Property and all rights, remedies and powers of the
Trustee and such Certificateholders shall continue as if no such proceeding had
been instituted.

            Section 6.10. Undertaking for Costs. All parties to this Agreement,
and each Certificateholder by acceptance of a Certificate, shall be deemed to
have agreed that, in any suit for the enforcement of any right or remedy under
this Agreement, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act or by any other applicable law; provided, however,
that neither this Section 6.10 nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an assessment
in any suit instituted by the Company.

                                   ARTICLE VII

                                   THE TRUSTEE

            Section 7.01. Certain Duties and Responsibilities. (a) Except during
the continuance of an Event of Default in respect of a Trust, (1) the Trustee
undertakes to perform such duties in respect of such Trust as are specifically
set forth in this Agreement, the Intercreditor Agreement and the Note Documents,
and no implied covenants or obligations shall be read into such agreements
against the Trustee; and (2) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Agreement;
but in the case of any such certificates or opinions that by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine

                                       36
<PAGE>
whether or not they conform to the requirements of this Agreement.

            (b) In case an Event of Default in respect of a Trust has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Agreement in respect of such Trust, and use the same degree
of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

            (1)   this Subsection (c) shall not be construed to limit the effect
                  of Subsection (a) of this Section 7.01; and

            (2)   the Trustee shall not be liable for any error of judgment made
                  in good faith by a Responsible Officer of the Trustee, unless
                  it shall be proved that the Trustee was negligent in
                  ascertaining the pertinent facts.

            (d) Whether or not herein expressly so provided, every provision of
this Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 7.01.

            Section 7.02. Notice of Defaults. As promptly as practicable after,
and in any event within 90 days after, the occurrence of any default (as such
term is defined below) hereunder known to the Trustee, the Trustee shall
transmit by mail to the Company, any related Owner Trustees, any related Owner
Participants, the related Loan Trustees and the Certificateholders holding
Certificates of the related series, in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act, notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided that, in the case of defaults not relating to the payment of money, the
Trustee shall not give such notice until the earlier of the time at which such
default becomes an Event of Default and the expiration of 60 days from the
occurrence of such default; and provided, however, that, except in the case of a
default in the payment of the principal, premium, if any, or interest on any
Equipment Note, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith shall
determine that the withholding of such notice is in the interests of the
Certificateholders of the related series. For the purpose of this Section 7.02
in respect of any Trust, the term "default" means any event that is, or after
notice or lapse of time or both would become, an Event of Default in respect of
that Trust or a Triggering Event under any Intercreditor Agreement.

                                       37
<PAGE>
            Section 7.03. Certain Rights of Trustee. Subject to the provisions
of Section 315 of the Trust Indenture Act:

            (a) the Trustee may rely and shall be protected in acting or
refraining from acting in reliance upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

            (b) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Request;

            (c) whenever in the administration of this Agreement or any
Intercreditor Agreement the Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action
hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officer's Certificate
of the Company, any related Owner Trustee or any related Loan Trustee;

            (d) the Trustee may consult with counsel and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

            (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement or any Intercreditor Agreement
at the Direction of any of the Certificateholders pursuant to this Agreement or
any Intercreditor Agreement, unless such Certificateholders shall have offered
to the Trustee reasonable security or indemnity against the cost, expenses and
liabilities which might be incurred by it in compliance with such Direction;

            (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document;

            (g) the Trustee may execute any of the trusts or powers under this
Agreement or any Intercreditor Agreement or perform any duties under this
Agreement or any Intercreditor Agreement either directly or by or through agents
or attorneys, and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
under this Agreement or any Intercreditor Agreement;

            (h) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the Direction of
the Certificateholders holding Certificates of any series evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the
related Trust relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Agreement or any Intercreditor
Agreement; and

                                       38
<PAGE>
            (i) the Trustee shall not be required to expend or risk its own
funds in the performance of any of its duties under this Agreement, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
is not reasonably assured to it.

            Section 7.04. Not Responsible for Recitals or Issuance of
Certificates. The recitals contained herein and in the Certificates of each
series, except the certificates of authentication, shall not be taken as the
statements of the Trustee, and the Trustee assumes no responsibility for their
correctness. Subject to Section 7.15, the Trustee makes no representations as to
the validity or sufficiency of this Basic Agreement, any Equipment Notes, any
Intercreditor Agreement, any Liquidity Facility to which the Trustee may be a
party, the Certificates of any series, any Trust Supplement or any Note
Documents, except that the Trustee hereby represents and warrants that this
Basic Agreement has been, and each Trust Supplement, each Certificate, each Note
Purchase Agreement, each Intercreditor Agreement and any such Liquidity Facility
of, or relating to, each series will be, executed and delivered by one of its
officers who is duly authorized to execute and deliver such document on its
behalf.

            Section 7.05. May Hold Certificates. The Trustee, any Paying Agent,
Registrar or any of their Affiliates or any other agent, in their respective
individual or any other capacity, may become the owner or pledgee of
Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
if applicable, may otherwise deal with the Company, the Parent, any Owner
Trustees, any Owner Participants or the Loan Trustees with the same rights it
would have if it were not Trustee, Paying Agent, Registrar or such other agent.

            Section 7.06. Money Held in Trust. Money held by the Trustee or the
Paying Agent in trust under this Agreement need not be segregated from other
funds except to the extent required herein or by law and neither the Trustee nor
the Paying Agent shall have any liability for interest upon any such moneys
except as provided for herein or in the applicable Trust Supplement.

            Section 7.07. Compensation and Reimbursement. The Company agrees:

            (1)   to pay, or cause to be paid, to the Trustee from time to time
                  such compensation for all services rendered by it hereunder as
                  the Company and the Trustee may agree in writing from time to
                  time (which compensation shall not be limited by any provision
                  of law in regard to the compensation of a trustee of an
                  express trust); and

            (2)   except as otherwise expressly provided herein or in any Trust
                  Supplement, to reimburse, or cause to be reimbursed, the
                  Trustee upon its request for all reasonable out-of-pocket
                  expenses, disbursements and advances incurred or made by the
                  Trustee in accordance with any provision of this Basic
                  Agreement, any Trust Supplement, any Intercreditor Agreement
                  or any Liquidity Facility to which the Trustee may be a party
                  (including the reasonable compensation and the expenses and
                  disbursements

                                       39
<PAGE>
                  of its agents and counsel), except any such expense,
                  disbursement or advance as may be attributable to the
                  Trustee's negligence, willful misconduct or bad faith or as
                  may be incurred due to the Trustee's breach of its
                  representations and warranties set forth in Section 7.15; and

            (3)   to indemnify, or cause to be indemnified, the Trustee, solely
                  in its individual capacity, for, and to hold it harmless
                  against, any loss, liability, tax (other than any tax referred
                  to in the next paragraph or any tax attributable to the
                  Trustee's compensation for serving as such), cost or expense
                  incurred without negligence, willful misconduct or bad faith
                  on its part, arising out of or in connection with the
                  acceptance or administration of any Trust, including the costs
                  and expenses of (a) defending itself against any claim or
                  liability in connection with the exercise or performance of
                  any of its powers or duties hereunder or under any Trust
                  Supplement or (b) contesting the imposition of any such tax,
                  except in each case for any such loss, liability, tax, cost or
                  expense incurred by reason of the Trustee's breach of its
                  representations and warranties set forth in Section 7.15 or in
                  any Trust Supplement or the Trustee's failure to perform any
                  of its obligations hereunder or under any Trust Supplement.
                  The Trustee shall notify the Company promptly of any claim or
                  tax for which it may seek indemnity. The Company shall defend
                  the claim and the Trustee shall cooperate in the defense. The
                  Trustee may have separate counsel with the consent of the
                  Company and the Company will pay the reasonable fees and
                  expenses of such counsel. The Company need not pay for any
                  settlement made or any taxes paid, in settlement or otherwise,
                  without its consent.

            The Trustee shall be entitled to reimbursement from, and shall have
a lien prior to the Certificates of each series upon, all property and funds
held or collected by the Trustee in its capacity as Trustee with respect to such
series or the related Trust for any tax incurred without negligence, bad faith
or willful misconduct, on its part, arising out of or in connection with the
acceptance or administration of such Trust (other than any tax attributable to
the Trustee's compensation for serving as such), including any costs and
expenses incurred in contesting the imposition of any such tax. The Trustee
shall notify the Company of any claim for any tax for which it may seek
reimbursement. If the Trustee reimburses itself from the Trust Property of such
Trust for any such tax, it will mail a brief report within 30 days setting forth
the amount of such tax and the circumstances thereof to all Certificateholders
of such series as their names and addresses appear in the Register.

            Section 7.08. Corporate Trustee Required; Eligibility. Each Trust
shall at all times have a Trustee which shall be a bank, trust company or other
financial institution organized and doing business under the laws of the United
States or any state thereof, shall be eligible to act as a trustee under Section
310(a) of the Trust Indenture Act and shall have a combined capital and surplus
of at least $75,000,000 (or a combined capital and surplus in excess of
$5,000,000 and the obligations of which, whether now in existence or hereafter
incurred, are fully and unconditionally guaranteed by a corporation organized
and doing business under the laws of the United States or any state or

                                       40
<PAGE>
territory thereof or the District of Columbia and having a combined capital and
surplus of at least $75,000,000). If such bank, trust company or other financial
institution or such corporation publishes reports of conditions at least
annually, pursuant to law or to the requirements of federal, state, territorial
or District of Columbia supervising or examining authority, then for the
purposes of this Section 7.08 the combined capital and surplus of such bank,
trust company or other financial institution or such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
conditions so published.

            In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.08 to act as Trustee of any
Trust, the Trustee shall resign immediately as Trustee of such Trust in the
manner and with the effect specified in Section 7.09. If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Agreement.

            Section 7.09. Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee of any Trust pursuant to this Article VII shall become effective until
the acceptance of appointment by the successor Trustee under Section 7.10.

            (b) The Trustee may resign at any time as Trustee of any or all
Trusts by giving prior written notice thereof to the Company, the Authorized
Agents, any related Owner Trustees and the related Loan Trustees. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Company, any related Owner Trustees and the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

            (c) The Trustee may be removed at any time as Trustee of any Trust
by Direction of the Certificateholders of the related series holding
Certificates of such series evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in such Trust delivered to the
Trustee and to the Company, any related Owner Trustees and the related Loan
Trustees.

            (d) If at any time in respect of any Trust:

            (1)   the Trustee shall fail to comply with Section 310(b) of the
                  Trust Indenture Act, if applicable, after written request
                  therefor by the Company or by any Certificateholder who has
                  been a bona fide Certificateholder for at least six months; or

            (2)   the Trustee shall cease to be eligible under Section 7.08 and
                  shall fail to resign after written request therefor by the
                  Company or by any such Certificateholder; or

            (3)   the Trustee shall become incapable of acting or shall be
                  adjudged a bankrupt or insolvent, or a receiver of the Trustee
                  or of its property shall be appointed or any

                                       41
<PAGE>
                  public officer shall take charge or control of the Trustee or
                  of its property or affairs for the purpose of rehabilitation,
                  conservation or liquidation;

then, in any such case, (i) the Company may remove the Trustee or (ii) any
Certificateholder of the related series who has been a bona fide
Certificateholder for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee of such Trust.

            (e) If a Responsible Officer of the Trustee shall obtain actual
knowledge of an Avoidable Tax (as defined below) in respect of any Trust which
has been or is likely to be asserted, the Trustee shall promptly notify the
Company and shall, within 30 days of such notification, either relocate the
administration of the Trust to another jurisdiction as described in the
definition of "Avoidable Tax" or resign as Trustee of such Trust hereunder
unless within such 30-day period the Trustee shall have received notice that the
Company has agreed to pay such tax. Provided that there is a corporation in a
jurisdiction where there are no Avoidable Taxes that is willing to act as
Trustee and is eligible under Section 7.08, the Company shall promptly after any
such resignation by such Trustee appoint a successor Trustee of such Trust in a
jurisdiction where there are no Avoidable Taxes. As used herein, an "Avoidable
Tax" in respect of such Trust means a state or local tax: (i) upon (w) such
Trust, (x) the Trust Property of such Trust, (y) Certificateholders of such
Trust or (z) the Trustee for which the Trustee is entitled to seek reimbursement
from the Trust Property of such Trust, and (ii) which would be avoided if the
Trust were administered in a different jurisdiction in the United States or if
the Trustee were located in another state, or jurisdiction within a state,
within the United States. A tax shall not be an Avoidable Tax in respect of any
Trust if the Company or any Owner Trustee shall agree to pay, and shall pay,
such tax.

            (f) If the Trustee shall resign, be removed or become incapable of
acting as Trustee of any Trust or if a vacancy shall occur in the office of the
Trustee of any Trust for any cause, the Company shall promptly appoint a
successor Trustee of such Trust. If, within one year after such resignation,
removal or incapability, or other occurrence of such vacancy, a successor
Trustee of such Trust shall be appointed by Direction of the Certificateholders
of the related series holding Certificates of such series evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in such
Trust delivered to the Company, any related Owner Trustees, the related Loan
Trustee and the retiring Trustee, then the successor Trustee of such Trust so
appointed shall, with the approval of the Company of such appointment, which
approval shall not be unreasonably withheld, forthwith upon its acceptance of
such appointment, become the successor Trustee of such Trust and supersede the
successor Trustee of such Trust appointed by the Company as provided above. If
no successor Trustee shall have been so appointed by the Company as provided
above and accepted appointment in the manner hereinafter provided, the resigning
Trustee or any Certificateholder who has been a bona fide Certificateholder of
the related series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee of such Trust.

                                       42
<PAGE>
            (g) The successor Trustee of a Trust shall give notice of the
resignation and removal of the Trustee and appointment of the successor Trustee
by mailing written notice of such event by first-class mail, postage prepaid, to
the Certificateholders of the related series as their names and addresses appear
in the Register. Each notice shall include the name of such successor Trustee
and the address of its Corporate Trust Office.

            Section 7.10. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute and deliver to the Company
and to the retiring Trustee with respect to any or all Trusts an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee with respect to such Trust or Trusts shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to such Trust or Trusts; but, on request of the Company or
the successor Trustee, such retiring Trustee shall execute and deliver an
instrument transferring to such successor Trustee all such rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all Trust Property held by such retiring Trustee in
respect of such Trusts hereunder (subject nevertheless to its lien, if any,
provided for in Section 7.07) and all books and records, or true, correct and
complete copies thereof, held by such retiring Trustee in respect of such Trusts
hereunder. Upon request of any such successor Trustee, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver any and all
instruments containing such provisions as shall be necessary or desirable to
transfer and confirm to, and for more fully and certainly vesting in, such
successor Trustee all such rights, powers and trusts.

            If a successor Trustee is appointed with respect to one or more (but
not all) Trusts, the Company, the predecessor Trustee and each successor Trustee
with respect to any Trust shall execute and deliver a supplemental agreement
hereto which shall contain such provisions as shall be deemed necessary or
desirable to confirm that all of the rights, powers, trusts and duties of the
predecessor Trustee with respect to the Trusts as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Basic Agreement and the
applicable Trust Supplements as shall be necessary to provide for or facilitate
the administration of the Trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental agreement shall
constitute such Trustees as co-Trustees of the same Trust and that each such
Trustee shall be Trustee of separate Trusts.

            No institution shall accept its appointment as a successor Trustee
hereunder unless at the time of such acceptance such institution shall be
qualified and eligible under this Article VII.

            Section 7.11. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be otherwise qualified and eligible under
this Article VII, without the execution

                                       43
<PAGE>
or filing of any paper or any further act on the part of any of the parties
hereto. In case any Certificates shall have been executed or authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
execution or authentication and deliver the Certificates so executed or
authenticated with the same effect as if such successor Trustee had itself
executed or authenticated such Certificates.

            Section 7.12. Maintenance of Agencies. (a) With respect to each
series of Certificates, there shall at all times be maintained an office or
agency in the location set forth in Section 12.04 or at such other location as
may be specified in the applicant Trust Supplement where Certificates of such
series may be presented or surrendered for registration of transfer or for
exchange, and for payment thereof, and where notices and demands to or upon the
Trustee in respect of such Certificates or this Agreement may be served;
provided that, if it shall be necessary that the Trustee maintain an office or
agency in another location with respect to the Certificates of any series (e.g.,
the Certificates of such series shall be represented by Definitive Certificates
and shall be listed on a national securities exchange), the Trustee will make
all reasonable efforts to establish such an office or agency. Written notice of
the location of each such other office or agency and of any change of location
thereof shall be given by the Trustee to the Company, any Owner Trustees, the
Loan Trustees (in the case of any Owner Trustee or Loan Trustee, at its address
specified in the Note Documents or such other address as may be notified to the
Trustee) and the Certificateholders of such series. In the event that no such
office or agency shall be maintained or no such notice of location or of change
of location shall be given, presentations and demands may be made and notices
may be served at the Corporate Trust Office of the Trustee.

            (b) There shall at all times be a Registrar and a Paying Agent
hereunder with respect to the Certificates of each series. Each such Authorized
Agent shall be a bank, trust company or other financial institution organized
and doing business under the laws of the United States or any state thereof,
with a combined capital and surplus of at least $75,000,000 (or combined capital
and surplus in excess of $5,000,000, the obligations of which are fully and
unconditionally guaranteed by a corporation organized and doing business under
the laws of the United States or any state or territory thereof or the District
of Columbia, with a combined capital and surplus of at least $75,000,000), and
shall be authorized under such laws to exercise corporate trust powers, subject
to supervision by federal or state authorities. The Trustee shall initially be
the Paying Agent and, as provided in Section 3.04, Registrar hereunder with
respect to the Certificates of each series. Each Registrar other than the
Trustee shall furnish to the Trustee, at stated intervals of not more than six
months, and at such other times as the Trustee may request in writing, a copy of
the Register maintained by such Registrar.

            (c) Any corporation into which any Authorized Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authorized Agent shall
be a party, or any corporation succeeding to the corporate trust business of any
Authorized Agent, shall be the successor of such Authorized Agent, if such
successor corporation is otherwise eligible under this Section 7.12, without the
execution or

                                       44
<PAGE>
filing of any paper or any further act on the part of the parties hereto or such
Authorized Agent or such successor corporation.

            (d) Any Authorized Agent may at any time resign by giving written
notice of resignation to the Trustee, the Company, any related Owner Trustees
and the related Loan Trustees. The Company may, and at the request of the
Trustee shall, at any time terminate the agency of any Authorized Agent by
giving written notice of termination to such Authorized Agent and to the
Trustee. Upon the resignation or termination of an Authorized Agent or in case
at any time any such Authorized Agent shall cease to be eligible under this
Section 7.12 (when, in either case, no other Authorized Agent performing the
functions of such Authorized Agent shall have been appointed), the Company shall
promptly appoint one or more qualified successor Authorized Agents, reasonably
satisfactory to the Trustee, to perform the functions of the Authorized Agent
which has resigned or whose agency has been terminated or who shall have ceased
to be eligible under this Section 7.12. The Company shall give written notice of
any such appointment made by it to the Trustee, any related Owner Trustees and
the related Loan Trustees; and in each case the Trustee shall mail notice of
such appointment to all Certificateholders of the related series as their names
and addresses appear on the Register for such series.

            (e) The Company agrees to pay, or cause to be paid, from time to
time to each Authorized Agent such compensation for its services as the Company
and the Trustee may agree in writing from time to time and to reimburse it for
its reasonable expenses to the extent set forth in Section 7.07(2).

            Section 7.13. Money for Certificate Payments to Be Held in Trust.
All moneys deposited with any Paying Agent for the purpose of any payment on
Certificates shall be deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section 7.13. Moneys so deposited and held in trust shall constitute a separate
trust fund for the benefit of the Certificateholders with respect to which such
money was deposited.

            The Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Agreement or for any other purpose, direct
any Paying Agent to pay to the Trustee all sums held in trust by such Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

            Section 7.14. Registration of Equipment Notes in Trustee's Name.
Subject to the provisions of any Intercreditor Agreement and Section 12.03
hereof, the Trustee agrees that all Equipment Notes to be purchased by any
Trust, Specified Investments, if any, to be held by the Trustee on behalf of a
Trust and Permitted Investments, if any, to be held by the Trustee on behalf of
a Trust shall be issued in the name of the Trustee as trustee for the applicable
Trust or its nominee and held by the Trustee in trust for the benefit of the
Certificateholders of such series, or, if not so held, the Trustee or its
nominee shall be reflected as the owner of such Equipment Notes, Specified
Investments or Permitted Investments, as the case may be, in the register of the
issuer of such

                                       45
<PAGE>
Equipment Notes, Specified Investments or Permitted Investments, as the case may
be. In no event shall the Trustee invest in, or hold, Equipment Notes, Specified
Investments or Permitted Investments in a manner that would cause the Trustee
not to have the ownership interest in (or a securities entitlement with respect
to) such Equipment Notes, Specified Investments or Permitted Investments under
the applicable provisions of the Uniform Commercial Code in effect where the
Trustee holds such Equipment Notes, Specified Investments or Permitted
Investments or other applicable law then in effect.

            Section 7.15. Representations and Warranties of Trustee. The Trustee
hereby represents and warrants that:

            (a) the Trustee is a national banking association duly organized and
validly existing in good standing under the laws of the United States;

            (b) the Trustee has full power, authority and legal right to
execute, deliver and perform this Agreement, any Intercreditor Agreement, any
Liquidity Facility, the Certificates and the Note Purchase Agreements and has
taken all necessary action to authorize the execution, delivery and performance
by it of this Agreement, any Intercreditor Agreement, any Liquidity Facility,
the Certificates and the Note Purchase Agreements;

            (c) the execution, delivery and performance by the Trustee of this
Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates
and the Note Purchase Agreements (i) will not violate any provision of any
United States federal law or the law of the state of the United States where
such Trustee is located and which governs the banking and trust powers of the
Trustee or any order, writ, judgment, or decree of any court, arbitrator or
governmental authority applicable to the Trustee or any of its assets, (ii) will
not violate any provision of the articles of association or by-laws of the
Trustee, and (iii) will not violate any provision of, or constitute, with or
without notice or lapse of time or both, a default under, or result in the
creation or imposition of any lien on any properties included in the Trust
Property pursuant to the provisions of any mortgage, indenture, contract,
agreement or other undertaking to which it is a party;

            (d) the execution, delivery and performance by the Trustee of this
Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates
and the Note Purchase Agreements will not require the authorization, consent, or
approval of, the giving of notice to, the filing or registration with, or the
taking of any other action in respect of, any governmental authority or agency
of the United States or the state of the United States where such Trustee is
located and regulating the banking and corporate trust activities of the
Trustee, other than the filing of a Statement of Eligibility on Form T-1 in
connection with the registration of any Certificates;

            (e) this Agreement, any Intercreditor Agreement, any Liquidity
Facility, the Certificates and the Note Purchase Agreements have been or will be
duly executed and delivered by the Trustee and constitute or upon such execution
and delivery will constitute the legal, valid and binding agreements of the
Trustee, enforceable against it in accordance with their respective terms;
provided,

                                       46
<PAGE>
however, that enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the rights of
creditors generally, and (ii) general principles of equity; and

            (f) the statements made by it in a Statement of Eligibility on Form
T-1 supplied or to be supplied to the Company in connection with the
registration of any Certificates are and will be true and accurate subject to
the qualifications set forth therein; and that such statement complies and will
comply in all material respects with the requirements of the Trust Indenture Act
and the Securities Act.

            The representation and warranties set forth above shall be deemed to
be made by the Trustee on each Issuance Date, except as otherwise provided in
the applicable Trust Supplement.

            Section 7.16. Withholding Taxes; Information Reporting. As to the
Certificates of any series, the Trustee, as trustee of the related grantor trust
created by this Agreement, shall exclude and withhold from each distribution of
principal, premium, if any, and interest and other amounts due under this
Agreement or under the Certificates of such series any and all withholding taxes
applicable thereto as required by law. The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Certificates of such series, to withhold such amounts
and timely pay the same to the appropriate authority in the name of and on
behalf of the Certificateholders of such series, that it will file any necessary
withholding tax returns or statements when due, and that, as promptly as
possible after the payment thereof, it will deliver to each such
Certificateholder of such series appropriate documentation showing the payment
thereof, together with such additional documentary evidence as such
Certificateholders may reasonably request from time to time. The Trustee agrees
to file any other information reports as it may be required to file under United
States law.

            Section 7.17. Trustee's Liens. The Trustee in its individual
capacity agrees that it will, in respect of each Trust created by this
Agreement, at its own cost and expense (and without right of indemnity
hereunder, including Section 7.07), promptly take any action as may be necessary
to duly discharge and satisfy in full any mortgage, pledge, lien, charge,
encumbrance, security interest or claim ("Trustee's Liens") on or with respect
to the Trust Property of such Trust which is attributable to the Trustee either
(i) in its individual capacity and which is unrelated to the transactions
contemplated by this Agreement or the related Note Documents or (ii) as Trustee
hereunder or in its individual capacity and which arises out of acts or
omissions which are not contemplated by this Agreement.

            Section 7.18. Preferential Collection of Claims. The Trustee shall
comply with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee
shall resign or be removed as Trustee, it shall be subject to Section 311(a) of
the Trust Indenture Act to the extent provided therein.

                                       47
<PAGE>
            Section 7.19. Capacity in Which Acting. The Trustee acts hereunder
and under any Trust not in its individual capacity but solely as trustee except
as expressly provided herein or in the related Trust Supplement.

                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

            Section 8.01. The Company to Furnish Trustee with Names and
Addresses of Certificateholders. With respect to the Certificates of each
series, the Company will furnish (or cause to be furnished) to the Trustee
within 15 days after each Record Date with respect to a Scheduled Payment (and,
in any case, at intervals of not more than six months), and at such other times
as the Trustee may request in writing within 30 days after receipt by the
Company of any such request, a list, in such form as the Trustee may reasonably
require, of all information in the possession or control of the Company as to
the names and addresses of the Certificateholders of such series, in each case
as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that so long as the Trustee is the sole Registrar for such
series, no such list need be furnished; and provided further, that no such list
need be furnished for so long as a copy of the Register is being furnished to
the Trustee pursuant to Section 7.12.

            Section 8.02. Preservation of Information; Communications to
Certificateholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders of each
series contained in the most recent list furnished to the Trustee as provided in
Section 7.12 or Section 8.01, as the case may be, and the names and addresses of
Certificateholders of each series received by the Trustee in its capacity as
Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 7.12 or Section 8.01, as the case may be, upon receipt of a
new list so furnished.

            Section 8.03. Reports by Trustee. Within 60 days after May 15 of
each year commencing with the first full year following the issuance of any
series of Certificates, the Trustee shall transmit to the Certificateholders of
such series, as provided in Section 313(c) of the Trust Indenture Act, a brief
report dated as of such May 15, if required by and in compliance with Section
313(a) of the Trust Indenture Act. The Trustee shall also transmit to
Certificateholders such reports, if any, as may be required pursuant to Section
313(b) of the Trust Indenture Act at the times and in the manner provided
pursuant thereto and to Section 313(c) thereof.

            Section 8.04. Reports by the Company. The Company shall:

            (a) file with the Trustee, within 30 days after the Company is
required to file the same with the SEC, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may from time to time by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
section 13 or

                                       48
<PAGE>
section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the
Company is not required to file information, documents or reports pursuant to
either of such sections, then to file with the Trustee and the SEC, in
accordance with rules and regulations prescribed by the SEC, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national securities
exchange as may be prescribed in such rules and regulations;

            (b) file with the Trustee and the SEC, in accordance with the rules
and regulations prescribed by the SEC, such additional information, documents
and reports with respect to compliance by the Company with the conditions and
covenants of the Company provided for in this Agreement, as may be required by
such rules and regulations;

            (c) transmit to all Certificateholders, in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act, such summaries of
any information, documents and reports required to be filed by the Company
pursuant to subsections (a) and (b) of this Section 8.04 as may be required by
rules and regulations prescribed by the SEC; and

            (d) furnish to the Trustee, not less often than annually, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants of the Company under this Agreement
(it being understood that for purposes of this paragraph (d), such compliance
shall be determined without regard to any grace period or requirement of notice
provided under this Agreement).

                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

            Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of any Certificateholders, the Company
may (but will not be required to), and the Trustee (subject to Section 9.03)
shall, at the Company's request, at any time and from time to time, enter into
one or more agreements supplemental hereto or, if applicable, to an
Intercreditor Agreement, a Note Purchase Agreement, a Liquidity Facility or a
Parent Guarantee, for any of the following purposes:

            (1)   to provide for the formation of a Trust, the issuance of a
                  series of Certificates and other matters contemplated by
                  Section 2.01(b) or to add, or to change or eliminate, any
                  provision affecting a series of Certificates not yet issued,
                  including to make appropriate provisions for a Parent
                  Guarantee; or

            (2)   to evidence the succession of another Person to the Company
                  and the assumption by any such successor of the covenants of
                  the Company contained in this Agreement or

                                       49
<PAGE>
                  of the Company's obligations under any Intercreditor
                  Agreement, any Note Purchase Agreement or any Liquidity
                  Facility or, if applicable, to evidence the succession of
                  another Person to the Parent and the assumption by any such
                  successor of the covenants of the Parent contained in this
                  Agreement or of the Parent's obligations under any Parent
                  Guarantee; or

            (3)   to add to the covenants of the Company or the Parent for the
                  benefit of the Certificateholders of any series, or to
                  surrender any right or power conferred upon the Company or the
                  Parent in this Agreement, any Note Purchase Agreement, any
                  Intercreditor Agreement, any Liquidity Facility or any Parent
                  Guarantee; or

            (4)   to cure any ambiguity or to correct any mistake or
                  inconsistency contained in the Certificates of any series, in
                  this Basic Agreement or in any related Trust Supplement, any
                  Intercreditor Agreement, any Note Purchase Agreement, any
                  Liquidity Facility or any Parent Guarantee; or

            (5)   to make or modify any other provision in regard to matters or
                  questions arising under the Certificates of any series, this
                  Basic Agreement or any related Trust Supplement, any
                  Intercreditor Agreement, any Note Purchase Agreement, any
                  Liquidity Facility or any Parent Guarantee as the Company may
                  deem necessary or desirable and that will not materially
                  adversely affect the interests of the related
                  Certificateholders; or

            (6)   to comply with any requirement of the SEC, any applicable law,
                  rules or regulations of any exchange or quotation system on
                  which the Certificates of any series are listed or of any
                  regulatory body; or

            (7)   to modify, eliminate or add to the provisions of this
                  Agreement, any Intercreditor Agreement, any Liquidity Facility
                  or any Parent Guarantee to such extent as shall be necessary
                  to continue or obtain the qualification of this Agreement
                  (including any supplemental agreement), any Intercreditor
                  Agreement, any Liquidity Facility or any Parent Guarantee
                  under the Trust Indenture Act or under any similar Federal
                  statute hereafter enacted, and to add to this Agreement, any
                  Intercreditor Agreement, any Liquidity Facility or any Parent
                  Guarantee such other provisions as may be expressly permitted
                  by the Trust Indenture Act, excluding, however, the provisions
                  referred to in Section 316(a)(2) of the Trust Indenture Act as
                  in effect at the date as of which this Basic Agreement was
                  executed or any corresponding provision in any similar Federal
                  statute hereafter enacted; or

            (8)   to evidence and provide for the acceptance of appointment by a
                  successor Trustee under this Agreement, any Intercreditor
                  Agreement, any Note Purchase Agreement, any Indenture, any
                  Liquidity Facility or any Parent Guarantee with respect to one
                  or more Trusts and to add to or change any of the provisions
                  of this Agreement, any Intercreditor Agreement, any Liquidity
                  Facility or any Parent Guarantee as shall be

                                       50
<PAGE>
                  necessary to provide for or facilitate the administration of
                  the Trust hereunder and thereunder by more than one Trustee,
                  pursuant to the requirements of Section 7.10, or to provide
                  multiple Liquidity Facilities with respect to one or more
                  Trusts; or

            (9)   to provide the information required under Section 7.12 and
                  Section 12.04 as to the Trustee; or

            (10)  to add to or change any of the provisions of the Certificates
                  of any series, this Basic Agreement or any Trust Supplement to
                  such extent as shall be necessary to facilitate the issuance
                  of Certificates of such series in bearer form or to facilitate
                  or provide for the issuance of Certificates of such series in
                  global form in addition to or in place of Certificates in
                  certificated form; or

            (11)  to provide for the delivery of agreements supplemental hereto
                  or the Certificates of any series in or by any means of any
                  computerized, electronic or other medium, including without
                  limitation by computer diskette; or

            (12)  to correct or supplement the description of any property
                  constituting property of such Trust; or

            (13)  to modify, eliminate or add to the provisions of this Basic
                  Agreement, any Trust Supplement or any applicable Note
                  Purchase Agreement in order to reflect the substitution of a
                  Substitute Aircraft for any aircraft; or

            (14)  to comply with any requirement of the SEC in connection with
                  the qualification of this Agreement, any Parent Guarantee or
                  any other agreement or instrument related to the Certificates
                  of any series under the Trust Indenture Act; or

            (15)  to make any other amendments or modifications hereto, provided
                  that such amendments or modifications shall only apply to
                  Certificates of one or more series to be thereafter issued;

provided, however, that, except to the extent otherwise provided in the
applicable supplemental agreement, unless there shall have been obtained from
each Rating Agency written confirmation that such supplemental agreement would
not result in a reduction of the rating for any class of Certificates below the
then current rating for such class of Certificates or a withdrawal or suspension
of the rating of any class of Certificates, the Company shall provide the
Trustee with an opinion of counsel (i) if an Event of Default shall have
occurred and be continuing, to the effect that such supplemental agreement will
not cause the Trust to become an association taxable as a corporation for United
States federal income tax purposes or (ii) in other circumstances, to the effect
that such supplemental agreement will not cause the Trust to be treated as other
than a grantor trust for United States federal income tax purposes.

                                       51
<PAGE>
            Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With respect to each separate Trust and the series of
Certificates relating thereto, with the consent of the Certificateholders
holding Certificates of such series (including consents obtained in connection
with a consent solicitation, tender offer or exchange offer for the
Certificates) evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in such Trust, by Direction of said
Certificateholders delivered to the Company and the Trustee, the Company and, if
applicable, the Parent may (with the consent of the Owner Trustees, if any,
relating to such Certificates, which consent shall not be unreasonably
withheld), but shall not be obligated to, and the Trustee (subject to Section
9.03) shall, enter into an agreement or agreements supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement, any Intercreditor Agreement, any Liquidity
Facility or any Parent Guarantee to the extent applicable to such
Certificateholders or of modifying in any manner the rights and obligations of
such Certificateholders under this Agreement, any Intercreditor Agreement, any
Liquidity Facility or any Parent Guarantee; provided, however, that no such
agreement shall, without the consent of the Certificateholder of each
Outstanding Certificate adversely affected thereby:

            (1)   reduce in any manner the amount of, or delay the timing of,
                  any receipt by the Trustee of payments on the Equipment Notes
                  held in such Trust or distributions that are required to be
                  made herein on any Certificate of such series, or change any
                  date of payment on any Certificate of such series, or change
                  the place of payment where, or the coin or currency in which,
                  any Certificate of such series is payable (other than as
                  provided for in such Certificate), or impair the right to
                  institute suit for the enforcement of any such payment or
                  distribution on or after the Regular Distribution Date or
                  Special Distribution Date applicable thereto; or

            (2)   except as permitted by this Agreement or the applicable
                  Intercreditor Agreement or Liquidity Facility, permit the
                  disposition of any Equipment Note included in the Trust
                  Property of such Trust or otherwise deprive such
                  Certificateholder of the benefit of the ownership of the
                  Equipment Notes in such Trust; or

            (3)   alter the priority of distributions specified in the relevant
                  Intercreditor Agreement, if any, in a manner materially
                  adverse to the interests of the Certificateholders of any
                  series; or

            (4)   modify any of the provisions of this Section 9.02 with respect
                  to such series of Certificates, except to increase the
                  specified percentage of the aggregate Fractional Undivided
                  Interests of such Trust that is required for any supplemental
                  agreement as set forth therein, or to provide that certain
                  other provisions of this Agreement cannot be modified or
                  waived without the consent of the Certificateholder of each
                  Certificate of such series affected thereby; or

            (5)   cause any Trust to become an association taxable as a
                  corporation for United States federal income tax purposes.

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<PAGE>
            It shall not be necessary for any Direction of such
Certificateholders under this Section 9.02 to approve the particular form of any
proposed supplemental agreement, but it shall be sufficient if such Direction
shall approve the substance thereof.

            Section 9.03. Documents Affecting Immunity or Indemnity. If in the
opinion of the Trustee any document required to be executed by it pursuant to
the terms of Section 9.01 or 9.02 affects any interest, right, duty, immunity or
indemnity in favor of the Trustee under this Basic Agreement or any Trust
Supplement, the Trustee may in its discretion decline to execute such document.

            Section 9.04. Execution of Supplemental Agreements. In executing, or
accepting the additional trusts created by, any supplemental agreement permitted
by this Article IX or the modifications thereby of the trusts created by this
Agreement, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental agreement is authorized or permitted by this Agreement.

            Section 9.05. Effect of Supplemental Agreements. Upon the execution
of any agreement supplemental to this Agreement under this Article IX, this
Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes, and every
Certificateholder of each series theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby to the extent applicable to such
series.

            Section 9.06. Conformity with Trust Indenture Act. Every
supplemental agreement executed pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect.

            Section 9.07. Reference in Certificates to Supplemental Agreements.
Certificates of each series authenticated and delivered after the execution of
any supplemental agreement applicable to such series pursuant to this Article IX
may bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental agreement; and, in such case, suitable notation may be
made upon Outstanding Certificates of such series after proper presentation and
demand.

                                    ARTICLE X

                AMENDMENTS TO INDENTURES AND OTHER NOTE DOCUMENTS

            Section 10.01. Amendments and Supplements to Indentures and Other
Note Documents. In the event that the Trustee, as holder (or beneficial owner
through the Subordination Agent) of any Equipment Notes (or as a prospective
purchaser of any Postponed Notes) in trust for the benefit of the
Certificateholders of any series or as Controlling Party under an Intercreditor
Agreement, receives (directly or indirectly through the Subordination Agent) a
request for a consent to any amendment, modification, waiver or supplement under
any Indenture or other Note Document, subject to Section 9.01 hereof, the
Trustee shall forthwith send a notice of such proposed

                                       53
<PAGE>
amendment, modification, waiver or supplement to each Certificateholder of such
series registered on the Register as of the date of such notice. The Trustee
shall request from the Certificateholders of such series a Direction as to (a)
whether or not to take or refrain from taking (or direct the Subordination Agent
to take or refrain from taking) any action which a holder of (or, with respect
to Postponed Notes, a prospective purchaser of) such Equipment Note has the
option to direct, (b) whether or not to give or execute (or direct the
Subordination Agent to give or execute) any waivers, consents, amendments,
modifications or supplements as a holder of (or, with respect to Postponed
Notes, a prospective purchaser of) such Equipment Note or a Controlling Party
and (c) how to vote (or direct the Subordination Agent to vote) any Equipment
Note (or, with respect to a Postponed Note, its commitment to acquire such
Postponed Note) if a vote has been called for with respect thereto. Provided
such a request for Certificateholder Direction shall have been made, in
directing any action or casting any vote or giving any consent as the holder of
any Equipment Note (or in directing the Subordination Agent in any of the
foregoing), (i) other than as Controlling Party, the Trustee shall vote for or
give consent to any such action with respect to such Equipment Note (or
Postponed Note) in the same proportion as that of (A) the aggregate face amount
of all Certificates actually voted in favor of or for giving consent to such
action by such Direction of Certificateholders to (B) the aggregate face amount
of all Outstanding Certificates and (ii) as Controlling Party, the Trustee shall
vote as directed in such Certificateholder Direction by the Certificateholders
of such series evidencing a Fractional Undivided Interest aggregating not less
than a majority in interest in the Trust. For purposes of the immediately
preceding sentence, a Certificate shall have been "actually voted" if the Holder
of such Certificate has delivered to the Trustee an instrument evidencing such
Holder's consent to such Direction prior to one Business Day before the Trustee
directs such action or casts such vote or gives such consent. Notwithstanding
the foregoing, but subject to Section 6.04 and any Intercreditor Agreement, the
Trustee may, with respect to the Certificates of any series, in its own
discretion and at its own direction, consent and notify the relevant Loan
Trustee of such consent (or direct the Subordination Agent to consent and notify
the Loan Trustee of such consent) to any amendment, modification, waiver or
supplement under any related Indenture or any other related Note Document if an
Event of Default hereunder shall have occurred and be continuing or if such
amendment, modification, waiver or supplement will not materially adversely
affect the interests of the Certificateholders of such series.

                                   ARTICLE XI

                              TERMINATION OF TRUSTS

            Section 11.01. Termination of the Trusts. In respect of each Trust
created by the Basic Agreement as supplemented by a related Trust Supplement,
the respective obligations and responsibilities of the Company and the Trustee
and, if applicable, the Parent with respect to such Trust shall terminate upon
the distribution to all Holders of Certificates of the series of such Trust and
the Trustee of all amounts required to be distributed to them pursuant to this
Agreement and the disposition of all property held as part of the Trust Property
of such Trust; provided, however, that in no event shall such Trust continue
beyond the final expiration date determined as provided in such Trust
Supplement.

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<PAGE>
            Notice of any termination of a Trust, specifying the applicable
Regular Distribution Date (or applicable Special Distribution Date, as the case
may be) upon which the Certificateholders of any series may surrender their
Certificates to the Trustee for payment of the final distribution and
cancellation, shall be mailed promptly by the Trustee to Certificateholders of
such series not earlier than 60 days and not later than 15 days preceding such
final distribution specifying (i) the Regular Distribution Date (or Special
Distribution Date, as the case may be) upon which the proposed final payment of
the Certificates of such series will be made upon presentation and surrender of
Certificates of such series at the office or agency of the Trustee therein
specified, (ii) the amount of any such proposed final payment, and (iii) that
the Record Date otherwise applicable to such Regular Distribution Date (or
Special Distribution Date, as the case may be) is not applicable, payments being
made only upon presentation and surrender of the Certificates of such series at
the office or agency of the Trustee therein specified. The Trustee shall give
such notice to the Registrar at the time such notice is given to
Certificateholders of such series. Upon presentation and surrender of the
Certificates of such series in accordance with such notice, the Trustee shall
cause to be distributed to Certificateholders of such series amounts
distributable on such Regular Distribution Date (or Special Distribution Date,
as the case may be) pursuant to Section 4.02.

            In the event that all of the Certificateholders of such series shall
not surrender their Certificates for cancellation within six months after the
date specified in the above-mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders of such series to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. No additional interest shall accrue on the Certificates of
such series after any Regular Distribution Date (or Special Distribution Date,
as the case may be) of such series, as specified in the first written notice. In
the event that any money held by the Trustee for the payment of distributions on
the Certificates of such series shall remain unclaimed for two years (or such
lesser time as the Trustee shall be satisfied, after 60 days' notice from the
Company, is one month prior to the escheat period provided under applicable law)
after the final distribution date with respect thereto, the Trustee shall pay to
each Loan Trustee the appropriate amount of money relating to such Loan Trustee
for distribution as provided in the applicable Indenture or other Note Documents
and shall give written notice thereof to any related Owner Trustees and the
Company.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

            Section 12.01. Limitation on Rights of Certificateholders. (a) The
insolvency, death or incapacity of any Certificateholder of any series shall not
operate to terminate this Agreement or the related Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them. No Certificateholder of any
series shall be entitled to revoke the related Trust.

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<PAGE>
            (b) No transfer, by operation of law or otherwise, of any
Certificate or other right, title and interest of any Certificateholder in and
to the applicable Trust Property or under the related Trust shall operate to
terminate the Trust or entitle such Certificateholder or any successor or
transferee of such Certificateholder to an accounting or to the transfer to it
of legal title to any part of such Trust Property.

            Section 12.02. Certificates Nonassessable and Fully Paid.
Certificateholders of each series shall not be personally liable for obligations
of the related Trust, the Fractional Undivided Interests represented by the
Certificates of such series shall be nonassessable for any losses or expenses of
such Trust or for any reason whatsoever, and Certificates of such series upon
authentication thereof by the Trustee pursuant to Section 3.02 are and shall be
deemed fully paid. No Certificateholder of such series shall have any right
(except as expressly provided herein) to vote or in any manner otherwise control
the operation and management of the related Trust Property, the related Trust,
or the obligations of the parties hereto, nor shall anything set forth herein,
or contained in the terms of the Certificates of such series, be construed so as
to constitute the Certificateholders of such series from time to time as
partners or members of an association.

            Section 12.03. Registration of Equipment Notes in Name of
Subordination Agent. If a Trust is party to an Intercreditor Agreement, the
Trustee agrees that all Equipment Notes to be purchased by such Trust may be
issued in the name of the Subordination Agent under such Intercreditor Agreement
or its nominee and held by such Subordination Agent in trust for the benefit of
the Certificateholders, or, if not so held, such Subordination Agent or its
nominee shall be reflected as the owner of such Equipment Notes in the register
of the issuer of such Equipment Notes.

            Section 12.04. Notices. (a) Unless otherwise expressly specified or
permitted by the terms hereof or in the applicable Trust Supplement with respect
to any Trust created thereby, all notices required or permitted under the terms
and provisions of this Basic Agreement or such Trust Supplement shall be in
English and in writing, and any such notice may be given by U.S. mail, courier
service or facsimile or any other customary means of communication, and any such
notice shall be effective when delivered (or, if mailed, three Business Days
after deposit, postage prepaid, in the first class U.S. mail and, if delivered
by facsimile, upon completion of transmission and confirmation by the sender (by
a telephone call to a representative of the recipient or by machine
confirmation) that the transmission was received),

if to the Company, to:

         American Airlines, Inc.
         4333 Amon Carter Blvd.
         Maildrop 5662
         Fort Worth, Texas 76155
         Attention: Treasurer

         Telephone:  (817) 963-1234

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<PAGE>
         Facsimile:  (817) 967-4318

if to the Trustee, to:

         State Street Bank and Trust Company of Connecticut,
            National Association
         225 Asylum Street, Goodwin Square
         Hartford, Connecticut 06103
         Attention:  Corporate Trust Division

         Telephone:  (860) 244-1844
         Facsimile:  (860) 244-1881

            (b) The Company or the Trustee, by notice to the other, may
designate additional or different addresses for subsequent notices or
communications.

            (c) Any notice or communication to Certificateholders of any series
shall be mailed by first-class mail to the addresses for Certificateholders of
such series shown on the Register kept by the Registrar and to addresses filed
with the Trustee for Certificate Owners of such series. Failure so to mail a
notice or communication or any defect in such notice or communication shall not
affect its sufficiency with respect to other Certificateholders or Certificate
Owners of such series.

            (d) If a notice or communication is mailed in the manner provided
above, it is conclusively presumed to have been duly given, whether or not the
addressee receives it.

            (e) If the Company mails a notice or communication to the
Certificateholders of such series, it shall mail a copy to the Trustee and to
each Paying Agent for such series at the same time.

            (f) The Trustee shall promptly furnish the Company with a copy of
any report, demand, notice or written communication received by the Trustee
hereunder from, or sent or furnished by the Trustee hereunder to any
Certificateholder, Certificate Owner, Owner Trustee, Loan Trustee, Liquidity
Provider, Subordination Agent or other Person.

            Section 12.05. Governing Law. THIS BASIC AGREEMENT HAS BEEN
DELIVERED IN THE STATE OF NEW YORK AND THIS BASIC AGREEMENT, TOGETHER WITH ALL
TRUST SUPPLEMENTS AND CERTIFICATES, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

            Section 12.06. Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the

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<PAGE>
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

            Section 12.07. Trust Indenture Act Controls. This Agreement is
subject to the provisions of the Trust Indenture Act and if any provision of
this Agreement limits, qualifies or conflicts with another provision which is
required to be included in this Agreement by the Trust Indenture Act, the
required provision shall control. If any provision of this Agreement modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Agreement as so
modified, or to be excluded, as the case may be, whether or not such provision
of this Agreement refers expressly to such provision of the Trust Indenture Act.

            Section 12.08. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

            Section 12.09. Successors and Assigns. All covenants, agreements,
representations and warranties in this Agreement by the Trustee and the Company
shall bind and, to the extent permitted hereby, shall inure to the benefit of
and be enforceable by their respective successors and assigns, whether so
expressed or not. Any request, notice, direction, consent, waiver or other
instrument or action by any Certificateholder shall bind the successors and
assigns of such Certificateholder.

            Section 12.10. Benefits of Agreement. Nothing in this Agreement or
in the Certificates of any series, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the
Certificateholders of each series, any benefit or any legal or equitable right,
remedy or claim under this Agreement, except as provided expressly herein.

            Section 12.11. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate of
any series shall not be a Business Day with respect to such series, then
(notwithstanding any other provision of this Agreement) payment need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on such Regular Distribution Date or Special
Distribution Date, and no interest shall accrue during the intervening period.

            Section 12.12. Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

            Section 12.13. Communication by Certificateholders with Other
Certificateholders. Certificateholders of any series may communicate with other
Certificateholders of such series with respect to their rights under this Basic
Agreement, the related Trust Supplement or the Certificates of such series
pursuant to Section 312(b) of the Trust Indenture Act. The Company, the Trustee
and

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<PAGE>
any and all other persons benefitted by this Agreement shall have the protection
afforded by Section 312(c) of the Trust Indenture Act.

            Section 12.14. Normal Commercial Relations. Anything contained in
this Agreement to the contrary notwithstanding, the Trustee and any
Certificateholder, or any bank or other Affiliate of any such party, may conduct
any banking or other financial transactions, and have banking or other
commercial relationships, with the Company, the Parent and any of their
Affiliates fully to the same extent as if this Agreement were not in effect,
including without limitation the making of loans or other extensions of credit
to the Company, the Parent and any of their Affiliates for any purpose
whatsoever, whether related to any of the transactions contemplated hereby or
otherwise.

            Section 12.15. No Recourse Against Others. No past, present or
future director, officer, employee, agent, member, manager, trustee or
stockholder, as such, of the Company, the Parent or any successor Person or any
Affiliate of any thereof shall have any liability for any obligations of the
Company, the Parent or any successor Person or any Affiliate of any thereof,
either directly or through the Company, the Parent or any successor Person or
any Affiliate of any thereof, under the Certificates, this Agreement or any
Parent Guarantee or for any claim based on, in respect of or by reason of such
obligations or their creation, whether by virtue of any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise. By accepting a Certificate, each
Certificateholder agrees to the provisions of this Section 12.15 and waives and
releases all such liability. Such waiver and release shall be part of the
consideration for the issue of the Certificates.

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

                                     AMERICAN AIRLINES, INC.


                                     By: /s/ Thomas W. Horton
                                         --------------------
                                         Name: Thomas W. Horton
                                         Title: Senior Vice President and
                                                   Chief Financial Officer

                                     STATE STREET BANK AND TRUST COMPANY
                                     OF CONNECTICUT, NATIONAL ASSOCIATION,
                                     as Trustee

                                     By: /s/ Alison D.B. Nadeau
                                         -----------------------
                                         Name:  Alison D.B. Nadeau
                                         Title: President

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