Note Purchase Agreement



 Exhibit 4.8 
 NOTE PURCHASE AGREEMENT 
 Dated as of November 24,
2009 
 Among 
 UNITED AIR LINES, INC., 
 WILMINGTON TRUST COMPANY, 
 as Pass Through Trustee under each of the 
 Pass Through Trust Agreements 
 WILMINGTON TRUST COMPANY, 
 as Escrow Agent 
 WILMINGTON TRUST COMPANY, 
 as Paying Agent 
 and 
 WILMINGTON TRUST COMPANY, 
 as Subordination Agent 
 Vedder Price P.C. 
 Chicago, Illinois 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	 SECTION 1.
	  	FINANCING OF AIRCRAFT	  	3
	 SECTION 2.
	  	CONDITIONS PRECEDENT	  	4
	 SECTION 3.
	  	REPRESENTATIONS AND WARRANTIES	  	5
	 SECTION 4.
	  	COVENANTS	  	8
	 SECTION 5.
	  	NOTICES	  	11
	 SECTION 6.
	  	FURTHER ASSURANCES	  	12
	 SECTION 7.
	  	MISCELLANEOUS	  	12
	 SECTION 8.
	  	GOVERNING LAW	  	12
			
	Schedules	  		  	
	 Schedule I
	  	Aircraft	  	
	 Schedule II
	  	Trust Supplements	  	
			
	Annex	  		  	
	 Annex A
	  	Definitions	  	
			
	Exhibits	  		  	
	 Exhibit A
	  	Form of Closing Notice	  	
	 Exhibit B
	  	Form of Participation Agreement	  	
	 Exhibit C
	  	Form of Indenture	  	

  

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 NOTE PURCHASE AGREEMENT 
 This NOTE PURCHASE AGREEMENT, dated as of November 24, 2009 (this “Agreement”), among (i) UNITED AIR
LINES, INC., a Delaware corporation (the “Company”), (ii) WILMINGTON TRUST COMPANY (“WTC”), a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided
herein, but solely as trustee (in such capacity together with its successors in such capacity, the “Pass Through Trustee”) under each of the two separate Pass Through Trust Agreements (as defined below), (iii) WILMINGTON
TRUST COMPANY, a Delaware banking corporation, as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below),
(iv) WILMINGTON TRUST COMPANY, a national banking association, as Escrow Agent (in such capacity together with its successors in such capacity, the “Escrow Agent”), under the Escrow and Paying Agent Agreement (as defined
below) and (v) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Paying Agent (in such capacity together with its successors in such capacity, the “Paying Agent”) under the Escrow and Paying Agent Agreement.

 W I T N E S S E T H: 
 WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto;

 WHEREAS, the Company is the owner of (i) three (3) unencumbered Boeing 777-222 aircraft and one
(1) unencumbered Boeing 757-222ER aircraft as further identified on Schedule I hereto (the “Unencumbered Aircraft”) and (ii) twelve (12) Airbus A319-131 aircraft, five (5) Airbus A320-232 aircraft, three
(3) Boeing 757-222 aircraft, three (3) Boeing 757-222ER aircraft, seven (7) Boeing 777-222ER aircraft and three (3) Boeing 747-422 aircraft as further identified on Schedule I hereto, each of which is subject to an existing
securing interest (the “Encumbered Aircraft” and together with the Unencumbered Aircraft, collectively, the “Aircraft”); 
 WHEREAS, pursuant to this Agreement, the company wishes to finance or refinance the Aircraft prior to the Cut-Off Date; 
 WHEREAS, pursuant to each of the Pass Through Trust Supplements identified on Schedule II hereto (collectively, the “Trust
Supplements” and, individually, a “Trust Supplement”; and together with the Basic Pass Through Trust Agreement, the “Pass Through Trust Agreements”), on the Issuance Date, separate grantor trusts
(collectively, the “Pass Through Trusts” and, individually, a “Pass Through Trust”) will be created to facilitate certain of the transactions contemplated hereby, including, without limitation, the issuance and sale
of enhanced pass through certificates pursuant thereto (collectively, the “Certificates”) to provide the refinancing of the Aircraft; 







 [Note Purchase Agreement] 
  
 WHEREAS, concurrently with the execution and delivery of this Agreement, (i) the Escrow Agents and
the Depositary have entered into the Deposit Agreements set forth on Schedule III hereto (the “Deposit Agreements”) whereby the applicable Escrow Agent agreed to direct the Underwriters to make certain deposits referred to therein
on the Issuance Date (the “Initial Deposits”) and to permit the applicable Pass Through Trustee to make additional deposits from time to time thereafter (the Initial Deposits together with such additional deposits are collectively
referred to as the “Deposits”) and (ii) the Pass Through Trustees, Underwriters, Paying Agents and Escrow Agents have entered into the Escrow and Paying Agent Agreements set forth in Schedule IV hereto (the “Escrow and
Paying Agent Agreement”), whereby, among other things, (a) the Underwriters agreed, on and subject to the terms and conditions specified therein, to deliver an amount equal to the amount of the Initial Deposits to the Depositary on
behalf of the applicable Escrow Agent and (b) the applicable Escrow Agent, upon the Depositary receiving such amount, agreed to deliver escrow receipts to be affixed to each Certificate; 
 WHEREAS, upon receipt of a Closing Notice with respect to an Aircraft, subject to the terms and conditions of this Agreement, the
Pass Through Trustees will enter into the applicable Financing Agreements relating to such Aircraft; 
 WHEREAS, upon the
refinancing of an Aircraft, each Pass Through Trustee will fund its purchase of Equipment Notes with the proceeds of the Deposits withdrawn by the applicable Escrow Agent under the related Deposit Agreement; 
 WHEREAS, UAL Corporation, a Delaware corporation (“UAL”), will guarantee the payment obligations of the Company
under the Indentures, the Participation Agreements and the Equipment Notes pursuant to a guarantee dated as of the date hereof (the “UAL Guarantee”); 
 WHEREAS, concurrently with the execution and delivery of this Agreement, (i) Goldman Sachs Bank USA, a corporation organized under the banking law of the State of New York (the
“Liquidity Provider”) entered into two revolving credit agreements (each a “Liquidity Facility”), one each for the benefit of the Certificateholders of the Class A Pass Through Trust and Class B Pass Through
Trust, with the Subordination Agent, as agent and trustee for the Pass Through Trustee on behalf of each such Pass Through Trust; and (ii) the Pass Through Trustee, the Liquidity Provider and the Subordination Agent have entered into the
Intercreditor Agreement, dated as of the date hereof (the “Intercreditor Agreement”); 
 WHEREAS, the
payment obligations of the Liquidity Provider will be guaranteed by the Goldman Sachs Group, Inc. (“Liquidity Provider Guarantor”) pursuant to a guarantee agreement dated the date hereof (the “Liquidity Provider
Guarantee”); and 
 WHEREAS, the Company has entered into the Underwriting Agreement dated November 16,
2009 (the “Underwriting Agreement”) with the several Underwriters (the “Underwriters”) named therein, which provides that the Company will cause each Pass Through Trustee to issue and sell the Certificates to the
Underwriters. 
  

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 [Note Purchase Agreement] 
  
 NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained
and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 Section 1. Financing of Aircraft. (a) The Company agrees to finance the Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the
relevant Financing Agreements. 
 (b) In furtherance of the foregoing, the Company agrees to give the parties hereto, the
Depositary and each of the Rating Agencies not less than two Business Days’ prior notice substantially in the form of Exhibit A hereto (a “Closing Notice”) of the scheduled closing date (the “Scheduled Closing
Date”) (or, in the case of a substitute Closing Notice under Section 1(e) hereof, one Business Days’ prior notice) in respect of the financing of the Aircraft under this Agreement, which notice shall: 
 (i) specify the Scheduled Closing Date of the Aircraft (which shall be a Business Day before the Cut-off Date and the date
(the “Funding Date”) on which the financing therefor in the manner provided herein shall be consummated); 
 (ii) instruct the Pass Through Trustees to enter into the Participation Agreements included in the Financing Agreements with respect to each relevant Aircraft at such a time on or before the Funding Date
specified in such Closing Notice and to perform its obligations thereunder; 
 (iii) instruct the Pass Through
Trustees to instruct the relevant Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary with respect to the Equipment Notes to be issued to the Pass Through Trustees in connection with the financing of the relevant Aircraft; and

 (iv) specify the aggregate principal amount of each series of the Equipment Notes to be issued, and purchased
by the Pass Through Trustees, in connection with the financing of the Aircraft scheduled on such Funding Date. 
 (c) Upon
receipt of a Closing Notice, the Pass Through Trustees shall, and shall cause the Subordination Agent to, enter into and perform their respective obligations under the Participation Agreements specified in such Closing Notice, provided that such
Participation Agreements and the Indentures to be entered into pursuant to such Participation Agreements shall be in the forms thereof annexed hereto. With respect to each Aircraft to be refinanced on a Closing Date, the Company shall cause WTC (or
such other person that meets the eligibility requirements to act as loan trustee under the relevant Indentures) to execute as Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan Trustee is intended to be a party, and
the Company shall concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of either Rating Agency, the Company shall deliver or cause
to be delivered to such Rating Agency a true and complete copy of each Financing Agreement relating to the financing of each Aircraft together with a true and complete set of the closing documentation (including legal opinions) delivered to the
related Loan Trustee, Subordination Agent and Pass Through Trustees under the related Participation Agreement. 
  

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 [Note Purchase Agreement] 
  
 (d) The Company agrees that all Equipment Notes issued pursuant to any Indenture shall initially be registered
in the name of the Subordination Agent on behalf of the relevant Pass Through Trustee (or, in the case of any Additional Series Equipment Notes, on behalf of the Additional Pass Through Trustee with respect to the corresponding Additional
Certificates). 
 (e) If after giving any Closing Notice, there shall be a delay in the refinancing of the Encumbered Aircraft,
or if on the Scheduled Closing Date of the Encumbered Aircraft or Unencumbered Aircraft referred to therein the financing thereof in the manner contemplated hereby shall not be consummated for whatever reason, the Company shall give the parties
hereto and the Depositary prompt notice thereof. Concurrently with the giving of such notice of postponement or subsequently, the Company shall give the parties hereto and the Depositary a substitute Closing Notice specifying the date to which the
financing of such Aircraft shall have been re-scheduled (which shall be a Business Day before the Cut-off Date on which the Escrow Agents shall be entitled to withdraw one or more Deposits under each of the applicable Deposit Agreements to enable
each applicable Pass Through Trustee to fund its purchase of the related Equipment Notes). Upon receipt of any such notice of postponement, each applicable Pass Through Trustee shall comply with its obligations under Section 5.01 of each of the
Trust Supplements and thereafter the financing of such Aircraft, as specified in such substitute Closing Notice, shall take place on the re-scheduled Closing Date therefor (all on and subject to the terms and conditions of the relevant Financing
Agreements) unless further postponed as provided herein. 
 (f) The Company shall have no liability for the failure of the Pass
Through Trustees to purchase Equipment Notes with respect to any Aircraft it is obligated to purchase hereunder. 
 (g) Anything
herein to the contrary notwithstanding, the Company shall not have the right, and shall not be entitled, at any time to request the issuance of Equipment Notes of any series to any Pass Through Trustee in an aggregate principal amount in excess of
the amount of the Deposits then available for withdrawal by the Escrow Agent under and in accordance with the provisions of the related Deposit Agreement. 
 Section 2. Conditions Precedent. The obligation of the Pass Through Trustees to enter into, and to cause the Subordination Agent to enter into, any Participation Agreement as directed
pursuant to a Closing Notice and to perform its obligations thereunder is subject to no Triggering Event having occurred. Anything herein to the contrary notwithstanding, the obligation of each Pass Through Trustee to purchase Equipment Notes shall
terminate on the Cut-off Date. 
  

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 [Note Purchase Agreement] 
  
 Section 3. Representations and Warranties. (a) The Company represents and warrants
that: 
 (i) the Company is duly incorporated, validly existing and in good standing under the laws of the State
of Delaware and is a “citizen of the United States” as defined in Section 40102(a)(15) of the Act, and has the full corporate power, authority and legal right under the laws of the State of Delaware to execute and deliver this
Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of the Company under this Agreement and each Financing Agreement to which it will be a party; 
 (ii) the execution and delivery by the Company of this Agreement and the performance by the Company of its obligations under
this Agreement have been duly authorized by the Company and will not violate its Restated Certificate of Incorporation or by-laws or (other than any violation that would not result in a Material Adverse Change to the Company) the provisions of any
indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and 
 (iii)
assuming the due authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the same may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. 
 (b) WTC represents and warrants that: 
 (i) WTC is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is a “citizen of the United States” as defined in Section 40102(a)(15) of the
Act, and has the full corporate power, authority and legal right under the laws of the State of Delaware and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver this Agreement and each Financing Agreement
to which it will be a party and to carry out the obligations of WTC, in its capacity as Subordination Agent, Paying Agent, Escrow Agent or Pass Through Trustee, as the case may be, under this Agreement and each Financing Agreement to which it will
be a party; 
 (ii) the execution and delivery by WTC, in its capacity as Subordination Agent, Paying Agent,
Escrow Agent or Pass Through Trustee, as the case may be, of this Agreement and the performance by WTC, in its capacity as Subordination Agent, Paying Agent, Escrow Agent or Pass Through Trustee, as the case may be, of its obligations under this
Agreement have been duly authorized by WTC, in its capacity as Subordination Agent, Paying Agent, Escrow Agent or Pass Through Trustee, as the case may be, and will not violate its articles of association or by-laws or the provisions of any
indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and 
 (iii)
this Agreement constitutes the legal, valid and binding obligations of WTC, in its capacity as Subordination Agent, Paying Agent, Escrow Agent or Pass Through Trustee, as the case may be, enforceable against it in accordance with its terms, except
as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

  

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 [Note Purchase Agreement] 
  
 (c) The Pass Through Trustee hereby confirms to each of the other parties hereto that its representations and
warranties set forth in Section 7.15 of the Basic Pass Through Trust Agreement and Section 4.03 of each Trust Supplement are true and correct as of the date hereof. 
 (d) The Subordination Agent represents and warrants that: 
 (i) the Subordination Agent is duly incorporated, validly existing and in good standing under the laws of the State of
Delaware, and has the full corporate power, authority and legal right under the laws of the State of Delaware and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver this Agreement and each Financing
Agreement to which it is or will be a party and to perform its obligations under this Agreement and each Financing Agreement to which it is or will be a party; 
 (ii) this Agreement has been duly authorized, executed and delivered by the Subordination Agent; this Agreement constitutes
the legal, valid and binding obligations of the Subordination Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity; 
 (iii) none of the execution, delivery and performance by the Subordination Agent of this Agreement contravenes any law, rule or regulation of the State of Delaware or any United States governmental
authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene the Subordination Agent’s articles of
association or by-laws or result in any breach of, or constitute a default under, any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound; 
 (iv) neither the execution and delivery by the Subordination Agent of this Agreement nor the consummation by the
Subordination Agent of any of the transactions contemplated hereby requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Delaware governmental authority or agency
or any federal governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers; 
 (v) there are no Taxes payable by the Subordination Agent imposed by the State of Delaware or any political subdivision or taxing authority thereof in connection with the execution, delivery and
performance by the Subordination Agent of this Agreement (other than franchise or other taxes based on or measured by any fees or compensation received by the

  

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 [Note Purchase Agreement] 
  
 
Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement or any of the Liquidity Facilities), and there are no Taxes payable by
the Subordination Agent imposed by the State of Delaware or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other taxes
based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement or any of the Liquidity Facilities); and 
 (vi) there are no pending or threatened actions or proceedings against the Subordination Agent before any court or
administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Subordination Agent to perform its obligations under this Agreement. 
 (e) The Escrow Agent represents and warrants that: 
 (i) the Escrow Agent is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and
has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute and deliver this Agreement, each Deposit Agreement and each Escrow and Paying Agent
Agreement (collectively, the “Escrow Agent Agreements”) and to carry out the obligations of the Escrow Agent under each of the Escrow Agent Agreements; 
 (ii) the execution and delivery by the Escrow Agent of each of the Escrow Agent Agreements and the performance by the Escrow
Agent of its obligations hereunder and thereunder have been duly authorized by the Escrow Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a
party or by which it is bound; and 
 (iii) each of the Escrow Agent Agreements constitutes the legal, valid and
binding obligations of the Escrow Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general principles of equity, whether considered in a proceeding at law or in equity. 
 (f) The Paying Agent
represents and warrants that: 
 (i) the Paying Agent is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver this
Agreement and each Escrow and Paying Agent Agreement (collectively, the “Paying Agent Agreements”) and to carry out the obligations of the Paying Agent under each of the Paying Agent Agreements; 
  

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 [Note Purchase Agreement] 
  
 (ii) the execution and delivery by the Paying Agent of each of the Paying Agent Agreements and
the performance by the Paying Agent of its obligations hereunder and thereunder have been duly authorized by the Paying Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other
agreement to which it is a party or by which it is bound; and 
 (iii) each of the Paying Agent Agreements
constitutes the legal, valid and binding obligations of the Paying Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. 
 Section 4. Covenants. (a) The Company covenants with each of the other parties hereto that: 
 (i) the Company shall not redeem and re-issue any Series B Equipment Notes or issue any Additional Series Equipment Notes
pursuant to any Indenture, unless it shall have obtained a Rating Agency Confirmation from each Rating Agency. Any reissuance of the Series B Equipment Notes and issuance of Additional Series Equipment Notes shall be subject to the terms of the
Indentures and Section 9.1(c) and 9.1(d), respectively, of the Intercreditor Agreement. 
 (ii) the Company
agrees to provide written notice to each of the parties hereto of the occurrence of the Cut-off Date no later than one Business Day after the date thereof, such notice to refer specifically to the Pass Through Trustee’s obligation to assign,
transfer and deliver all of its right, title and interest to the Trust Property (as defined in each Pass Through Trust Agreement) to the trustee of the Related Trust (as defined in each Pass Through Trust Agreement) in accordance with
Section 7.01 of each of the Trust Supplements; 
 (iii) If (x) the Depositary’s short-term
unsecured debt rating or short-term issuer credit rating, as the case may be, shall at any time fall below A-1+ from Standard & Poor’s Ratings Services or P-1 from Moody’s Investors Service, Inc. (such minimum ratings, the
“Depositary Threshold Ratings”) or (y) the Company or the Depositary, in its sole discretion, gives written notice to the other of its election that the Depositary be replaced, the Company shall, within 45 days after such event
occurring, cause the Depositary to be replaced with a depositary bank (a “Replacement Depositary”) on the following terms and preconditions: 
 (A) the Replacement Depositary must meet the Depositary Threshold Ratings and the Company shall have obtained written
confirmation from each Rating Agency that such replacement will not cause a reduction of the rating then in effect for any Class of Certificates by such Rating Agency (without regard to any downgrading of any rating of the Depositary being
replaced); 
  

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 [Note Purchase Agreement] 
  
 (B) the Company shall pay all fees, expenses and other amounts then owing to the replaced
Depositary and, except as expressly provided in clause (C) below, the Company shall pay any up-front fee of the Replacement Depositary and (without limitation of the foregoing) all out-of-pocket expenses (including reasonable fees and expenses
of legal counsel) of the parties hereto (including without limitation all amounts payable to the Rating Agencies) incurred in connection with such replacement; 
 (C) solely in the case of the Depositary making an election in its discretion that it be replaced (and without limitation of
clause (A) above), (x) the notice given by the Depositary to the Company shall nominate a Replacement Depositary, which shall satisfy all of terms and preconditions of this Section 4(a)(iii) (and the Company shall have the right to
utilize such nominee as the Replacement Depositary or to select another Replacement Depositary), (y) the fees, expenses, indemnities and other amounts payable to the Replacement Depositary upon its execution of the Replacement Deposit Agreement
or thereafter shall not to any extent exceed those which would have been payable to the Depositary had such replacement not occurred (it being specifically understood and agreed that any up-front fee of the Replacement Depositary shall be paid by
the replaced Depositary, provided that, if the Company selects a Replacement Depositary other than the nominee of the replaced Depositary and the upfront fee of such selection exceeds that of such nominee, the Company shall pay such excess), and
(without limitation of the foregoing) the Depositary shall pay all out-of-pocket expenses (including reasonable fees and expenses of legal counsel) of the parties hereto (including without limitation all amounts payable to the Rating Agencies)
incurred in connection with such replacement, and (z) the Replacement Depositary shall be willing to enter into a Replacement Deposit Agreement for the Certificates with the Escrow Agent having the same terms and conditions (including without
limitation as to the interest to be paid on the Deposits) as the Deposit Agreement being replaced; and 
 (D) the
Company or, in the case of the Depositary making an election that it be replaced (unless the Company shall have selected such Replacement Depositary), the Depositary, shall cause the Replacement Depositary to enter into a Replacement Deposit
Agreement for each Class of Certificates with the Escrow Agent (and, upon request of the Company the Escrow Agent agrees to enter into any such Replacement Deposit Agreement) and shall cause the Replacement Depositary to deliver to the Company and
each Rating Agency legal opinions and other closing documentation substantially similar in scope and substance as those that were delivered by the Depositary being replaced in connection with the execution and delivery of the Deposit Agreement being
replaced. 
  

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 [Note Purchase Agreement] 
  
 Upon satisfaction of the foregoing conditions, the Company shall instruct each Pass Through Trustee, and each
Pass Through Trustee agrees, to execute and deliver to the Escrow Agent a duly completed Withdrawal Certificate (as defined in the Escrow and Paying Agent Agreements) together with a Notice of Replacement Withdrawal (as defined in the Escrow and
Paying Agent Agreements). 
 Each of the parties hereto agrees, at the Company’s request and expense, to enter into any
amendments to this Agreement, the Escrow and Paying Agent Agreements and any other Operative Agreements as may be necessary or desirable to give effect to the replacement of the Depositary with the Replacement Depositary and the replacement of the
Deposit Agreements with the Replacement Deposit Agreements. 
 Upon the execution and delivery of the Replacement Deposit
Agreements, the Replacement Depositary shall be deemed to be the Depositary with all of the rights and obligations of the Depositary hereunder and under the other Operative Agreements and the Replacement Deposit Agreements shall be deemed to be the
Deposit Agreements hereunder and under the other Operative Agreements, except that the obligations of the replaced Depositary under the Deposit Agreements resulting from the delivery of any Withdrawal Notice delivered thereunder shall remain in full
force and effect notwithstanding the execution and delivery of the Replacement Deposit Agreements. 
 (iv)
Promptly after the occurrence of a Triggering Event or an Indenture Event of Default resulting from the failure of the Company to make payments on any Equipment Note and on every Regular Distribution Date while the Triggering Event or such Indenture
Event of Default shall be continuing, the Company will, at the Subordination Agent’s request from time to time but in any event no more frequently than once every three months, provide to the Subordination Agent a statement setting forth the
following information with respect to each Aircraft then subject to the lien of an Indenture: (A) whether the Aircraft are currently in service or parked in storage, (B) the maintenance status of the Aircraft and (C) the location of
the Engines (as defined in the respective Indentures to which such Aircraft are subject). As used in this sentence, the terms “Triggering Event”, “Indenture Event of Default”, “Regular Distribution Date” shall have the
respective meanings set forth in the Intercreditor Agreement as originally executed. 
 (v) So long as no
Equipment Notes have been issued in respect of any Aircraft, the Company agrees to pay to the Subordination Agent when due: (i) an amount equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and
the Fee Letter (as defined in the Intercreditor Agreement); (ii) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment
Earnings from such Downgrade Advance; (iii) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from such
Non-Extension Advance; (iv) the amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings from

  

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such Special Termination Advance; (v) any other amounts owed to the Liquidity Provider by the Subordination Agent as borrower under each Liquidity Facility other than (A) amounts due as
repayment of advances thereunder or as interest on such advances, except to the extent payable pursuant to clause (ii), (iii) or (iv) above and (B) fees payable under Section 2.03 of each Liquidity Facility, (vi) all
compensation and reimbursement of expenses, disbursements and advances payable by the Company under the Pass Through Trust Agreements and (vii) all compensation and reimbursement of expenses, disbursements payable to the Subordination Agent
under the Intercreditor Agreement except with respect to any Unindemnified Taxes incurred by the Subordination Agent in connection with the transactions contemplated by the Intercreditor Agreement and (viii) in the event the Company requests
any amendment to any Operative Agreement or any Pass Through Agreement, all reasonable fees and expenses (including, without limitation, fees and disbursements of counsel) of the Escrow Agent and the Paying Agent in connection therewith. For
purposes of this paragraph, the terms “Applied Downgrade Advance”, “Applied Non-Extension Advance”, “Applied Special Termination Advance”, “Downgrade Advance”, “Investment
Earnings”, “Non-Extension Advance” and “Special Termination Advance” shall have the meanings specified in each Liquidity Facility or the Intercreditor Agreement, as applicable. 
 (b) WTC, in its individual capacity, covenants with each of the other parties to this Agreement that it will, immediately upon obtaining
knowledge of any facts that would cast doubt upon its continuing status as a “citizen of the United States” as defined in Section 40102(a)(15) of the Act and promptly upon public disclosure of negotiations in respect of any
transaction which would or might adversely affect such status, notify in writing all parties hereto of all relevant matters in connection therewith. Upon WTC giving any such notice, WTC shall, subject to Section 8.02 of any Indenture then
entered into, resign as Loan Trustee in respect of such Indenture. 
 (c) The Subordination Agent covenants with each of the
other parties hereto that it will not agree or consent to any amendment or modification to the Liquidity Facility or the United Provisions (as defined in the Intercreditor Agreement) of the Intercreditor Agreement without the Company’s consent.

 (d) The Escrow Agent covenants with each of the other parties hereto that it will not agree or consent to any amendment or
modification to any Deposit Agreement or Escrow and Paying Agent Agreement without the Company’s consent. 
 Section 5. Notices. Unless otherwise specifically provided herein, all notices required or permitted by the terms of this Agreement shall be in English and in writing, and any such notice shall be personally delivered,
sent by facsimile or telecommunication transmission (which in either case provides written confirmation to the sender of its delivery), sent by registered mail or certified mail, return receipt requested, postage prepaid, or sent by overnight
courier service, addressed to such party hereto at its address or facsimile number set forth below the signature of such party at the foot of this Agreement or to such other address or facsimile number as such party may hereafter specify by notice
to the other parties. 
  

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 Section 6. Further Assurances. Each party hereto shall duly execute, acknowledge and
deliver, or shall cause to be executed, acknowledged and delivered, all such further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as any other party hereto shall
reasonably request in connection with its administration of, or to carry out more effectually the purposes of, or to better assure and confirm unto it the rights and benefits to be provided under, this Agreement. 
 Section 7. Miscellaneous. (a) Provided that the transactions contemplated hereby have been consummated, and except
as otherwise provided for herein, the representations, warranties and agreements herein of the Company, the Subordination Agent, the Paying Agent, the Escrow Agreement and the Pass Through Trustee, and the Company’s, the Subordination
Agent’s, the Paying Agent’s, the Escrow Agent’s and the Pass Through Trustee’s obligations under any and all thereof, shall survive the expiration or other termination of this Agreement and the other agreements referred to
herein. 
 (b) This Agreement may be executed in any number of counterparts (and each of the parties hereto shall not be
required to execute the same counterpart). Each counterpart of this Agreement, including a signature page executed by each of the parties hereto, shall be an original counterpart of this Agreement, but all of such counterparts together shall
constitute one instrument. Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the party against which the enforcement of the
termination, amendment, supplement, waiver or modification is sought. The index preceding this Agreement and the headings of the various Sections of this Agreement are for convenience of reference only and shall not modify, define, expand or
limit any of the terms or provisions hereof. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the Company and its successors and permitted assigns, the Pass Through Trustee and its successors as Pass Through
Trustee (and any additional trustee appointed) under any of the Pass Through Trust Agreements, the Paying Agent and its successors as Paying Agent under the Escrow and Paying Agent Agreements, the Escrow Agent and its successors as Escrow Agent
under the Escrow and Paying Agent Agreements, and the Subordination Agent and its successors as Subordination Agent under the Intercreditor Agreement. 
 (c) This Agreement is not intended to, and shall not, provide any person not a party hereto (other than the Underwriters and the Depositary as a beneficiary of Section 4(a)(iii)) with any rights of
any nature whatsoever against the parties hereto, and no person not a party hereto (other than the Underwriters and the Depositary as a beneficiary of Section 4(a)(iii)) shall have any right, power or privilege in respect of, or have any
benefit or interest arising out of, this Agreement. To the extent that this Agreement expressly confers upon, gives or grants any right, power, privilege, benefit, interest, remedy or claim to the Depositary with respect to Section 4(a)(iii),
the Depositary is hereby recognized as a third party beneficiary hereunder and may enforce any such right, power, privilege, benefit, interest, remedy or claim. 
 Section 8. Governing Law. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)). 
  

 12 








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

					
	UNITED AIR LINES, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	Address:	 	77 West Wacker Drive
		 	Chicago, Illinois 60601
		 	Attention:	 	 Stephen R. Lieberman,
 Vice
President & Treasurer

		 	Facsimile:	 	(312) 997-8333
	
	with a copy to:
		
	Address:	 	77 West Wacker Drive
		 	Chicago, Illinois 60601
		 	Attention:	 	General Counsel
		 	Facsimile:	 	(312) 997-8333
	
	 WILMINGTON TRUST COMPANY,
 not in its individual capacity,
 except as otherwise provided herein,
 but solely as Pass Through Trustee

		
	By:	 	  

	Name:	 	
	Title:	 	
		
	Address:	 	1100 North Market Street
		 	Wilmington, Delaware 19890
		 	Attention:	 	Corporate Trust Administration
		 	Facsimile:	 	(302) 636-4140











 [Note Purchase Agreement] 
  

					
	 WILMINGTON TRUST COMPANY,
 not in its individual capacity,
 except as otherwise provided herein,
 but solely as Subordination Agent

		
	By:	 	  

	Name:	 	
	Title:	 	
		
	Address:	 	1100 North Market Street
		 	Wilmington, Delaware 19890
		 	Attention:	 	Corporate Trust Administration
		 	Facsimile:	 	(302) 636-4140
	
	 WILMINGTON TRUST COMPANY,
 as Escrow Agent

		
	By:	 	  

	Name:	 	
	Title:	 	
		
	Address:	 	1100 North Market Street
		 	Wilmington, Delaware 19890
		 	Attention:	 	Corporate Trust Administration
		 	Facsimile:	 	(302) 636-4140











 [Note Purchase Agreement] 
  

					
	WILMINGTON TRUST COMPANY, as Paying Agent
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	Address:	 	1100 North Market Street
		 	Wilmington, Delaware 19890
		 	Attention:	 	Corporate Trust Administration
		 	Facsimile:	 	(302) 636-4140











 [Note Purchase Agreement] 
  
 SCHEDULE I 
 to Note Purchase Agreement 
 ENCUMBERED AIRCRAFT 

 

									
	 U.S.
 Registration
 Mark
	  	 MSN #
	  	 Aircraft Type
	  	 Engines
	    	 Engine
 Model Type

	 N119UA
	  	28812	  	Boeing B747-422	  	 P727877
 P727878
 P727879
 P727881
	    	PW4056
					
	 N120UA
	  	29166	  	Boeing B747-422	  	 P727880
 P727882
 P727883
 P727884
	    	PW4056
					
	 N121UA
	  	29167	  	Boeing B747-422	  	 P727885
 P727886
 P727887
 P727888
	    	PW4056
					
	 N437UA
	  	655	  	Airbus A320-232	  	 V10191
 V10197
	    	V2527-A5
					
	 N438UA
	  	678	  	Airbus A320-232	  	 V10216
 V10217
	    	V2527-A5
					
	 N439UA
	  	683	  	Airbus A320-232	  	 V10218
 V10219
	    	V2527-A5
					
	 N440UA
	  	702	  	Airbus A320-232	  	 V10230
 V10231
	    	V2527-A5
					
	 N447UA
	  	836	  	Airbus A320-232	  	 V10358
 V10357
	    	V2527-A5
					
	 N589UA
	  	28707	  	Boeing B757-222ETOPS	  	 P727246
 P727247
	    	PW2037
					
	 N590UA
	  	28708	  	Boeing B757-222ETOPS	  	 P727248
 P727249
	    	PW2037
					
	 N592UA
	  	28143	  	Boeing B757-222	  	 P726542
 P727195
	    	PW2037
					
	 N593UA
	  	28144	  	Boeing B757-222	  	 P727198
 P727199
	    	PW2037
					
	 N594UA
	  	28145	  	Boeing B757-222	  	 P727200
 P727201
	    	PW2037
					
	 N595UA
	  	28748	  	Boeing B757-222ETOPS	  	 P727254
 P727255
	    	PW2037
					
	 N784UA
	  	26951	  	Boeing B777-222ER	  	 P222011
 P222006
	    	PW4090
					
	 N785UA
	  	26954	  	Boeing B777-222ER	  	 P222023
 P222024
	    	PW4090
					
	 N787UA
	  	26939	  	Boeing B777-222ER	  	 P222026
 P222027
	    	PW4090
					
	 N791UA
	  	26933	  	Boeing B777-222ER	  	 P222038
 P222039
	    	PW4090

  

 SCHEDULE I 
 Page 1 








 [Note Purchase Agreement] 
  

									
	 U.S.
 Registration
 Mark
	  	 MSN #
	  	 Aircraft Type
	  	 Engines
	    	 Engine
 Model Type

	 N793UA
	  	26946	  	Boeing B777-222ER	  	 P222034
 P222042
	    	PW4090
					
	 N797UA
	  	26924	  	Boeing B777-222ER	  	 P222054
 P222001
	    	PW4090
					
	 N798UA
	  	26928	  	Boeing B777-222ER	  	 P222055
 P222047
	    	PW4090
					
	 N809UA
	  	825	  	Airbus A319-131	  	 V10346
 V10350
	    	V2522-A5
					
	 N810UA
	  	843	  	Airbus A319-131	  	 V10367
 V10368
	    	V2522-A5
					
	 N811UA
	  	847	  	Airbus A319-131	  	 V10373
 V10374
	    	V2522-A5
					
	 N812UA
	  	850	  	Airbus A319-131	  	 V10355
 V10378
	    	V2522-A5
					
	 N813UA
	  	858	  	Airbus A319-131	  	 V10389
 V10387
	    	V2522-A5
					
	 N814UA
	  	862	  	Airbus A319-131	  	 V10394
 V10399
	    	V2522-A5
					
	 N815UA
	  	867	  	Airbus A319-131	  	 V10401
 V10402
	    	V2522-A5
					
	 N816UA
	  	871	  	Airbus A319-131	  	 V10406
 V10395
	    	V2522-A5
					
	 N817UA
	  	873	  	Airbus A319-131	  	 V10428
 V10409
	    	V2522-A5
					
	 N818UA
	  	882	  	Airbus A319-131	  	 V10411
 V10419
	    	V2522-A5
					
	 N828UA
	  	1031	  	Airbus A319-131	  	 V10555
 V10556
	    	V2522-A5
					
	 N829UA
	  	1211	  	Airbus A319-131	  	 V10710
 V10712
	    	V2522-A5

 UNENCUMBERED AIRCRAFT 
  

									
	 U.S.
 Registration
 Mark
	  	 MSN #
	  	 Aircraft Type
	  	 Engines
	    	 Engine
 Model Type

	 N215UA
	  	30221	  	Boeing B777-222ER	  	 P777111
 P777112
	    	PW4077
					
	 N597UA
	  	28750	  	Boeing B757-222ETOPS	  	 P727299
 P727300
	    	PW2037
					
	 N778UA
	  	26940	  	Boeing B777-222ER	  	 P777011
 P777052
	    	PW4077
					
	 N780UA
	  	26944	  	Boeing B777-222ER	  	 P777014
 P777100
	    	PW4077

  

 SCHEDULE I 
 Page 2 








 [Note Purchase Agreement] 
  
 SCHEDULE II 
 to Note Purchase Agreement 
 Trust Supplement No. 2009-2A-O dated as of the Issuance
Date between the Company and the Pass Through Trustee in respect of the United Air Lines Pass Through Trust, Series 2009-2A-O Trust Supplement 
 Trust Supplement No. 2009-2B-O dated as of the Issuance Date between the Company and the Pass Through Trustee in respect of the United Air Line Pass Through Trust, Series 2009-2B-O Trust Supplement 
  

 SCHEDULE II 
 Page 1 








 [Note Purchase Agreement] 
  
 SCHEDULE III 
 to Note Purchase Agreement 
 Deposit Agreement (Class A) dated as of the Issuance Date between the
Depositary and Escrow Agent 
 Deposit Agreement (Class B) dated as of the Issuance Date between the Depositary and Escrow Agent 
  

 SCHEDULE III 
 Page 1 








 [Note Purchase Agreement] 
  
 SCHEDULE IV 
 to Note Purchase Agreement 
 Escrow and Paying Agent Agreement (Class A) dated as of the Issuance
Date among the Escrow Agent, the Underwriters, the Pass Through Trustee and the Paying Agent 
 Escrow and Paying Agent Agreement (Class B)
dated as of the Issuance Date among the Escrow Agent, the Underwriters, the Pass Through Trustee and the Paying Agent 
  

 SCHEDULE IV 
 Page 1 








 [Note Purchase Agreement] 
  
 ANNEX A 
 to Note Purchase Agreement 
 DEFINITIONS 
 “Additional Certificates” means the pass through certificates issued pursuant to any Additional Series Pass Through
Trust Agreement. 
 “Additional Pass Through Trust” means a grantor trust created to facilitate the
issuance and sale of pass through certificates in connection with the issuance of any Additional Series Equipment Notes. 
 “Additional Pass Through Trust Agreement” means a Trust Supplement entered into in connection with the creation of an Additional Pass Through Trust, together with the Basic Pass Through Trust Agreement. 

“Additional Pass Through Trustee” means Wilmington Trust Company, a Delaware banking corporation, in its capacity
as trustee under an Additional Pass Through Trust Agreement (together with its successors in such capacity). 
 “Act” means 49 U.S.C. §§ 40101-46507. 
 “Additional Series Equipment
Notes” means Equipment Notes of a single series issued under an Indenture and designated other than as “Series A” or “Series B” issued thereunder, if any. 
 “Airframe” has the meaning set forth in the Indentures. 
 “Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq. 
 “Basic Pass Through Trust Agreement” means the Pass Through Trust Agreement, dated June 26, 2007, between the
Company and Pass Through Trustee, as such agreement may be supplemented, amended or modified, but does not include any Trust Supplement. 
 “Business Day” means any day, other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in New York, New York, Chicago,
Illinois or Wilmington, Delaware. 
 “Certificates” has the meaning set forth in the fourth recital to
the Note Purchase Agreement. 
 “Certificateholder” means the Person in whose name a Certificate is
registered in the Register. 
 “Class” means the Class of Certificates issued by each Pass Through
Trust. 
 “Class A Certificate” means Certificates issued by the Class A Pass Through Trust.

  

 ANNEX A 
 Page 1 








 [Note Purchase Agreement] 
  
 “Class B Certificate” means Certificates issued by the Class B Pass Through Trust.

 “Closing Notice” has the meaning set forth in Section 1(b) of the Note Purchase Agreement.

 “Cut-off Date” means the earlier of (a) the day after the Deposit Period Termination Date and
(b) the date on which a Triggering Event occurs. 
 “Deposit Period Termination Date” means the
earlier of (a) the date that is 75 days after the Issuance Date and (b) the date on which Equipment Notes issued with respect to all of the Aircraft have been purchased by the Pass Through Trustees in accordance with the Note Purchase
Agreement and the related Participation Agreement. 
 “Deposits” has the meaning set forth in the fifth
recital to the Note Purchase Agreement. 
 “Deposit Agreements” has the meaning set forth in the fifth
recital to the Note Purchase Agreement. 
 “Depositary” means JPMorgan Chase Bank, N.A., a national
banking association existing under the laws of the United States. 
 “Depositary Threshold Ratings” has
the meaning set forth in Section 4(a)(iii) of the Note Purchase Agreement. 
 “Encumbered Aircraft”
has the meaning set forth in the second recital to the Note Purchase Agreement. 
 “Engines” has the
meaning set forth in the Indentures. 
 “Equipment Notes” means and includes any equipment notes issued
under any Indenture in the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of such Indenture) and any Equipment Note issued under any Indenture in exchange for or replacement of any other Equipment Note.

 “Escrow Agent” has the meaning set forth in the first paragraph of the Note Purchase Agreement.

 “Escrow Agent Agreements” has the meaning set forth in Section 3(e)(i) of the Note Purchase
Agreement. 
 “Escrow and Paying Agent Agreement” has the meaning set forth in the fifth recital to the
Note Purchase Agreement. 
 “Event of Loss” has the meaning set forth in the Indentures. 
 “FAA” means the Federal Aviation Administration of the United States. 
  

 ANNEX A 
 Page 2 








 [Note Purchase Agreement] 
  
 “Financing Agreements” means, collectively, the Participation Agreements, the
Indentures and the Equipment Notes issued thereunder. 
 “Funding Date” has the meaning set forth in
Section 1(b)(i) of the Note Purchase Agreement. 
 “Government Entity” means (a) any federal,
state, provincial or similar government, and any body, board, department, commission, court, tribunal, authority, agency or other instrumentality of any such government or otherwise exercising any executive, legislative, judicial, administrative or
regulatory functions of such government or (b) any other government entity having jurisdiction over any matter contemplated by the Operative Agreements or relating to the observance or performance of the obligations of any of the parties to the
Operative Agreements. 
 “Indenture” means a Trust Indenture and Mortgage substantially in the form of
Exhibit C to the Note Purchase Agreement. 
 “Initial Deposits” has the meaning set forth in the fifth
recital to the Note Purchase Agreement. 
 “Intercreditor Agreement” has the meaning set forth in the
ninth recital to the Note Purchase Agreement. 
 “Issuance Date” means the date of the original issuance
of the Certificates. 
 “Law” means (a) any constitution, treaty, statute, law, decree, regulation,
order, rule or directive of any Government Entity, and (b) any judicial or administrative interpretation or application of, or decision under, any of the foregoing. 
 “Liquidity Facility” has the meaning set forth in the ninth recital to the Note Purchase Agreement. 
 “Liquidity Provider” has the meaning set forth in the ninth recital to the Note Purchase Agreement. 
 “Loan Trustee” means the “Mortgagee” as defined in the Financing Agreements. 
 “Material Adverse Change” has the meaning set forth in the Indentures. 
 “Note Purchase Agreement” means the Note Purchase Agreement to which this Annex A is attached. 
 “Operative Agreements” means, collectively, the Pass Through Trust Agreements, the Deposit Agreements, the Escrow and Paying Agent Agreements, the Liquidity Facilities, the
Intercreditor Agreement, the Equipment Notes, the Certificates and the Financing Agreements. 
  

 ANNEX A 
 Page 3 








 [Note Purchase Agreement] 
  
 “Participation Agreements” means a Participation Agreement substantially in the form of
Exhibit B to the Note Purchase Agreement. 
 “Pass Through Trust” has the meaning set forth in the
fourth recital to the Note Purchase Agreement. 
 “Pass Through Trust Agreement” means each of the two
Trust Supplements referred to in the fourth recital to the Note Purchase Agreement, together with the Basic Pass Through Trust Agreement, each dated as of the Issuance Date, by and between the Company and Pass Through Trustee. 
 “Pass Through Trustee” has the meaning set forth in the first paragraph of the Note Purchase Agreement. 

“Paying Agent” has the meaning set forth in the first paragraph of the Note Purchase Agreement. 
 “Paying Agent Agreements” has the meaning set forth in Section 3(f)(i) of the Note Purchase Agreement.

 “Person” means any individual, firm, partnership, joint venture, trust, trustee, Government Entity,
organization, association, corporation, limited liability company, government agency, committee, department, authority and other body, corporate or incorporate, whether having distinct legal status or not, or any member of any of the same.

 “Rating Agencies” means, collectively, at any time, each nationally recognized rating agency which
shall have been requested to rate the Certificates and which shall then be rating the Certificates. The initial Rating Agencies will be Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a Standard &
Poor’s Financial Services LLC business. 
 “Rating Agency Confirmation” means, with respect to any
action proposed to be taken, a written confirmation from each of the Rating Agencies that such action would not result in (i) a reduction of the rating for any Class of Certificates then rated by the Rating Agencies below the then current
rating for such Class of Certificates or (ii) a withdrawal or suspension of the rating of any Class of Certificates then rated by the Rating Agencies. 
 “Register” means the register maintained pursuant to Sections 3.04 and 7.12 of the Basic Pass Through Trust Agreement with respect to each Pass Through Trust. 
 “Replacement Deposit Agreement” means a deposit agreement substantially in the form of the replaced Deposit
Agreement as shall permit the Rating Agencies to confirm in writing their respective ratings then in effect for the Certificates (before the downgrading of such ratings, if any, as a result of the downgrading of the Depositary, if applicable).

 “Replacement Depositary” has the meaning set forth in Section 4(a)(iii) of the Note Purchase
Agreement. 
  

 ANNEX A 
 Page 4 








 [Note Purchase Agreement] 
  
 “Scheduled Closing Date” has the meaning set forth in Section 1(b) of the Note
Purchase Agreement. 
 “Section 1110” means 11 U.S.C. § 1110 of the Bankruptcy Code or any
successor or analogous Section of the federal bankruptcy Law in effect from time to time. 
 “Series A Equipment
Notes” means Equipment Notes issued under an Indenture and designated as “Series A” thereunder. 
 “Series B Equipment Notes” means the Equipment Notes issued under an Indenture and designated as “Series B” thereunder. 
 “Stated Interest Rate” has the meaning set forth in the Intercreditor Agreement. 
 “Taxes” means all license, recording, documentary, registration and other similar fees and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature
whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto. 
 “Taxing Authority” means any federal, state or local government or other taxing authority in the United States, any foreign government or any political subdivision or taxing
authority thereof, any international taxing authority or any territory or possession of the United States or any taxing authority thereof. 
 “Triggering Event” has the meaning assigned to such term in the Intercreditor Agreement. 
 “Trust Supplement” means an agreement supplemental to the Basic Pass Through Trust Agreement pursuant to which (i) a separate trust is created for the benefit of the holders
of the pass through certificates of a class, (ii) the issuance of the pass through certificates of such class representing fractional undivided interests in such trust is authorized and (iii) the terms of the pass through certificates of
such Class are established. 
 “Underwriters” has the meaning set forth in the tenth recital to the
Note Purchase Agreement. 
 “Underwriting Agreement” has the meaning set forth in the tenth recital to
the Note Purchase Agreement. 
  

 ANNEX A 
 Page 5 








 [Note Purchase Agreement] 
  
 EXHIBIT A 
 to Note Purchase Agreement 
 FORM OF CLOSING NOTICE 
 CLOSING NOTICE 
 Dated as of             ,          
 To each of the addressees listed in Schedule A hereto 
  

	Re:	Closing Notice in accordance with Note Purchase 

 Agreement referred to below 
 Ladies and Gentlemen: 
 Reference is made to the Note Purchase Agreement, dated as of November 24, among United Air Lines, Inc. (the “Company”), Wilmington Trust Company, as Pass Through Trustee under each of the
Pass Through Trust Agreements (as defined therein) (the “Pass Through Trustee”), Wilmington Trust Company, as Subordination Agent (the “Subordination Agent”), Wilmington Trust Company, as Escrow Agent (the “Escrow
Agent”), and Wilmington Trust Company, as Paying Agent (the “Paying Agent”) (as in effect from time to time, the “Note Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the
meanings set forth in the Note Purchase Agreement or, to the extent not defined therein, the Intercreditor Agreement. 
 Pursuant to
Section 1(b) of the Note Purchase Agreement, the undersigned hereby notifies you, in respect of the [Boeing] [Airbus] model
                     aircraft with manufacturer’s serial number
                     [insert details for additional Aircraft] ([collectively,] the “Aircraft”), of the following: 

(1) The Scheduled Closing Date of the Aircraft is [            ],
20    ; 
 (2) The Funding Date for the Aircraft shall be
[            ], 20    ; and 
 (3) The aggregate
amount of each series of Equipment Notes to be issued, and purchased by the respective Pass Through Trustees, on the Funding Date, in connection with the financing of the Aircraft is as follows: 
 (a) the Class A Trustee shall purchase the Series A Equipment Notes in the amount of
$        ; and 
 (b) the Class B Trustee shall purchase the Series B Equipment
Notes in the amount of $        . 
  

 EXHIBIT A 
 Page 1 








 [Note Purchase Agreement] 
  
 The Company hereby instructs the Class A Pass Through Trustee to (i) execute a Withdrawal Certificate in the form of
Annex A-1 hereto dated as of [            ], 2009 and attach thereto a Notice of Purchase Withdrawal dated such date completed as set forth on Annex A-2 hereto and (ii) deliver
such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent. 
 The Company hereby instructs the Class B Pass
Through Trustee to (i) execute a Withdrawal Certificate in the form of Annex A-1 hereto dated as of [            ], 2009 and attach thereto a Notice of Purchase Withdrawal dated
such date completed as set forth on Annex A-2 hereto and (ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent. 
 The Company hereby instructs each Pass Through Trustee to (i) purchase Equipment Notes of a series in an amount set forth in clause (3) above with a portion of the proceeds of the withdrawals of
Deposits referred to in the applicable Notice of Purchase Withdrawal referred to above and (ii) re-deposit with the Depositary the excess, if any, of the amount so withdrawn over the purchase price of such Equipment Notes. 
 The Company hereby instructs each Pass Through Trustee to (a) enter into the Participation Agreements for each [Unencumbered] [Encumbered] Aircraft, in
each case dated as of [            ], 2009 among the Company, as Owner, and Wilmington Trust Company, as Mortgagee and Loan Participant, (b) perform its obligations thereunder
and (c) deliver such certificates, documents and legal opinions relating to such Pass Through Trustee as required thereby. 
  

			
	Yours faithfully,
	
	United Air Lines, Inc.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 EXHIBIT A 
 Page 2 








 [Note Purchase Agreement] 
  
 SCHEDULE A 
 Wilmington Trust Company, as 
     Pass Through Trustee, Subordination

     Agent, Escrow Agent and Paying Agent 
 1100 North Market Street 
 Wilmington, Delaware 19890 
 Attention: Corporate Trust Administration 
 Facsimile: (302) 636-4140 
 JPMorgan Chase Bank, N.A., 
     as Depositary 
 4 New York Plaza, 21st Floor 
 New York, NY 10004 
 Telecopier: (212) 623-6168 
 Attention: Michael Kuzmicz/Andy Jacknick 
 Standard & Poor’s Ratings Services 
 55 Water Street, 39th Floor 
 New York, New York 10041-0003 
 Attention: Philip A.
Baggaley, CFA 
 Facsimile: (212) 438-7820 
 Moody’s Investors Service, Inc. 
 7 World Trade Center at 250 Greenwich Street 
 New York, New York 10007 
 Attention: Michael
Mulvaney 
 Facsimile: 212-553-4661 
  

 EXHIBIT A 
 Page 3 








 [Note Purchase Agreement] 
  
 ANNEX A-1 TO EXHIBIT A 
 WITHDRAWAL CERTIFICATE 
 Wilmington Trust Company, 
 as Escrow Agent 
 Dear Sirs: 
 Reference is made to the Escrow and Paying Agent Agreement [(Class A)][(Class B)], dated as of November 24, 2009 (the “Agreement”). We
hereby certify to you that the conditions to the obligations of the undersigned to execute Participation Agreements pursuant to the Note Purchase Agreement have been satisfied. Pursuant to Section 1.02(c) of the Agreement, please execute the
attached Notice of Purchase Withdrawal and immediately transmit by facsimile to the Depositary, at [Phone], Attention: Michael Kuzmicz/Andy Jacknick. 
  

			
	Very truly yours,
	
	 WILMINGTON TRUST COMPANY,
 not in its individual capacity by solely as Pass Through Trustee

		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated:             ,
200   
  

 EXHIBIT A 
 Page 4 








 [Note Purchase Agreement] 
  
 ANNEX A-2 TO EXHIBIT A 
 NOTICE OF PURCHASE WITHDRAWAL 
 JPMorgan Chase Bank, N.A. 
 4 New York Plaza, 21st Floor 
 New
York, NY 10004 
 Telecopier: (212) 623-6168 
 Attention: Michael Kuzmicz/Andy Jacknick 
 Ladies and Gentlemen: 
 Reference is made to the Deposit Agreement [(Class A)][(Class B)] dated as of November 24, 2009 (the “Deposit Agreement”) between
Wilmington Trust Company, as Escrow Agent, and JPMorgan Chase Bank, N.A., as Depositary (the “Depositary”). 
 In accordance
with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $        , Account
No.                     . 
 The
undersigned hereby directs the Depositary to pay the proceeds of the Deposit to [                    , Account
No.                     , Reference:
                    ] on             , 200  , upon the
telephonic request of a representative of Wilmington Trust Company, the Pass Through Trustee. 
  

			
	 WILMINGTON TRUST COMPANY,
 as Escrow Agent

		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated:             ,
200   
  

 EXHIBIT A 
 Page 5 








 [Note Purchase Agreement] 
  
 EXHIBIT B TO 
 NOTE PURCHASE AGREEMENT 
 FORM OF PARTICIPATION AGREEMENT 

 

 EXHIBIT B 
 Page 1 








 [Note Purchase Agreement] 
  
 EXHIBIT C TO 
 NOTE PURCHASE AGREEMENT 
 FORM OF INDENTURE 
  

 EXHIBIT C 
 Page 1